10-K 1 adc-20181231x10k.htm 10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10‑K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

Commission File Number 1‑12928

AGREE REALTY CORPORATION

(Exact name of Registrant as specified in its charter)

Maryland |  | 38‑3148187
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

70 E. Long Lake Road, Bloomfield Hills, Michigan 48304

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (248) 737‑4190

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

Title of Each Class |  | Name of Each Exchange On Which Registered
Common Stock, $.0001 par value |  | New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ◻



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ◻



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ◻



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ◻



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. (Check one):

Large accelerated filer ☒ | Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company ◻
Emerging growth company ◻ |  |  |

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

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



The aggregate market value of the Registrant’s shares of common stock held by non-affiliates was $1,637,625,077 as of June 30, 2018, based on the closing price of $52.77 on the New York Stock Exchange on that date.

At February 19, 2019, there were 37,537,012 shares of common stock, $.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the annual stockholder meeting to be held in 2019 are incorporated by reference into Part III of this Annual Report on Form 10‑K as noted herein.

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AGREE REALTY CORPORATION

Index to Form 10‑K

|  | Page
PART I |  |
Item 1 | Business | 1
Item 1A | Risk Factors | 6
Item 1B | Unresolved Staff Comments | 17
Item 2 | Properties | 17
Item 3 | Legal Proceedings | 22
Item 4 | Mine Safety Disclosures | 22
PART II |  |
Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 23
Item 6 | Selected Financial Data | 23
Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25
Item 7A | Quantitative and Qualitative Disclosure about Market Risk | 33
Item 8 | Financial Statements and Supplementary Data | 35
Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 35
Item 9A | Controls and Procedures | 35
Item 9B | Other Information | 36
PART III |  |
Item 10 | Directors, Executive Officers and Corporate Governance | 37
Item 11 | Executive Compensation | 37
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 37
Item 13 | Certain Relationships and Related Transactions, and Director Independence | 37
Item 14 | Principal Accountant Fees and Services | 37
PART IV |  |
Item 15 | Exhibits and Financial Statement Schedules | 38
SIGNATURES |  | 42
| Consolidated Financial Statements and Notes | F-1

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PART I

Cautionary Note Regarding Forward-Looking Statements

This report contains certain 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”). Agree Realty Corporation 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 our 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. Forward-looking statements in this report include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures, anticipated expenditures of capital, and other matters. 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 our control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations, include, but are not limited to: the global and national economic conditions and changes in general economic, financial and real estate market conditions; changes in our business strategy; 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; our ability to re-lease space as leases expire; loss or bankruptcy of one or more of our major tenants; our ability to maintain our qualification as a real estate investment trust (“REIT”) for federal income tax purposes and the limitations imposed on our business by our status as a REIT; and legislative or regulatory changes, including changes to laws governing REITs. The factors included in this report, including the documents incorporated by reference, and documents the Company subsequently files or furnishes with the SEC are not exhaustive and additional factors could cause actual results to differ materially from that described in the forward-looking statements. For a discussion of additional risk factors, see the factors included under the caption “Risk Factors” within this report. All forward-looking statements are based on information that was available, and speak only, as of the date on which they were made. Except as required by law, the Company disclaims any obligation to review or update these forward–looking statements to reflect events or circumstances as they occur.

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.”

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 99.1% interest as of December 31, 2018. Under the partnership agreement of the Operating Partnership, we, as the sole general partner, have exclusive responsibility and discretion in the management and control of the Operating Agreement. As of December 31, 2018, our portfolio consisted of 645 properties located in 46 states and totaling approximately 11.2 million square feet of gross leasable area (“GLA”).

As of December 31, 2018, our portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 10.2 years. A significant majority of our properties are leased to national tenants and approximately 51.4% 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

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to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

As of December 31, 2018, we had 36 full-time employees, including executive, investment, due diligence, construction, accounting, asset management and administrative personnel.

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 SEC pursuant to Section 13(a) 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

Investments

During 2018, we completed approximately $653.9 million of investments in net leased retail real estate, including acquisition and closing costs. Total investment volume includes the acquisition of 225 properties for an aggregate purchase price of approximately $608.3 million and the completed development of eight properties for an aggregate cost of approximately $45.6 million. These 233 properties are net leased to 59 different tenants operating in 22 sectors and are located in 37 states. These assets are 100% leased for a weighted average lease term of approximately 12.4 years, and the weighted average capitalization rate on our investments was approximately 7.0%.

Dividends

We increased our quarterly dividend per share from $0.520 in March 2018 to $0.540 in June 2018 and further increased our quarterly dividend per share to $0.555 in December 2018.

The fourth quarter dividend per share of $0.555 represents an annualized dividend of $2.22 per share and an annualized dividend yield of approximately 3.8% based on the last reported sales price of our common stock listed on the NYSE of $59.12 on December 31, 2018. We have paid a quarterly cash dividend for 99 consecutive quarters and, although we expect to continue our policy of paying quarterly 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.

Financing

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 $160.2 million after deducting fees and expenses.

In May 2018, the Company entered into a $250.0 million at-the-market equity program (“ATM program”) through which the Company may, from time to time, sell shares of common stock. In addition to selling shares of common stock, the Company may enter into forward sale agreements through its ATM Program. The Company intends to use the proceeds generated from its ATM program for general corporate purposes, including funding our investment activity, the repayment or refinancing of outstanding indebtedness, working capital and other general corporate purposes.

During the year ended December 31, 2018, the Company issued 3,057,263 shares of common stock under our ATM program at an average price of $59.28, realizing gross proceeds of $181.2 million. We had approximately $68.8 million remaining capacity under the ATM program as of December 31, 2018.

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities previously entered into with institutional purchasers in August 2017. Pursuant to the supplements, the Operating

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Partnership completed a private placement of $125.0 million aggregate principal amount of our 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”). The senior unsecured notes 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 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. Upon settlement, the offering is anticipated to raise net proceeds of approximately $190.0 million, net of underwriting discounts, fees and commissions and will be subject to certain adjustments as provided in the forward sale agreement. Selling common stock through the forward sale agreement enabled 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. As of December 31, 2018, the Company has not settled any shares related to the forward sale agreement which is required to be settled no later than September 3, 2019.

In December 2018, the Company and the Operating Partnership 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 an interest rate swap to fix LIBOR at 266 basis points until maturity. As of December 31, 2018, $100.0 million was outstanding under the 2026 Term Loan, which was subject to an all-in interest rate of 4.26%.

Dispositions

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

Leasing

During 2018, excluding properties that were sold, we executed new leases, extensions or options on more than 331,000 square feet of GLA throughout our portfolio. The annual rent associated with these new leases, extensions or options is approximately $3.8 million. Material new leases, extensions or options included a 30,000 square foot TJ Maxx in Logan, Utah, a 21,177 square foot Harbor Freight Tools in Cedar Park, Texas and a 20,269 square foot Old Navy in Grand Chute, Wisconsin.

Business Strategies

Our primary business objective is to generate consistent shareholder 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 Strategy

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. 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 to facilitate the successful completion of their projects. We typically take fee simple ownership of PCS projects upon their completion.

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Acquisitions: Our acquisitions platform was launched in April 2010 in order to expand our investment capabilities by pursuing opportunities that do not fall within our development platform, but that do 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.

Each platform leverages the Company’s real estate acumen to pursue investments in net lease retail real estate. Factors that we consider when evaluating an investment include but are not limited to:

| · |  | overall market-specific characteristics, such as demographics, market rents, competition and retail synergy;

| · |  | asset-specific characteristics, such as the age, size, location, zoning, use and environmental history, accessibility, physical condition, signage and visibility of the property;

| · |  | tenant-specific characteristics, including but not limited to the financial profile, operating history, business plan, size, market positioning, geographic footprint, management team, industry and/or sector-specific trends and other characteristics specific to the tenant and parent thereof;

| · |  | unit-level operating characteristics, including store sales performance and profitability, if available;

| · |  | lease-specific terms, including term of the lease, rent to be paid by the tenant and other tenancy considerations, and

| · |  | transaction considerations, such as purchase price, seller profile and other non-financial terms.

Financing Strategy

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 shareholders. 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 shareholders.

We have previously utilized common stock equity offerings, secured mortgage borrowings, unsecured bank borrowings, private placements 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.

As of December 31, 2018, our ratio of total debt to enterprise value, assuming the conversion of limited partnership interests in the Operating Partnership (“OP Units”) into shares of common stock, was approximately 24.9%, and our ratio of total debt to total gross assets (before accumulated depreciation) was approximately 31.5%.

As of December 31, 2018, our total debt outstanding before deferred financing costs was $724.0 million, including $61.5 million of secured mortgage debt that had a weighted average fixed interest rate of 4.13% (including the effects of interest rate swap agreements) and a weighted average maturity of 3.1 years, $643.5 million of unsecured borrowings that had a weighted average fixed interest rate of 3.96% (including the effects of interest rate swap agreements) and a weighted average maturity of 8.2 years, and $19.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 3.38%.

Certain financial agreements to which we are a party contain covenants that limit our 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 shareholder approval.

Asset Management

We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. Our properties are designed and built to require minimal capital improvements other than

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

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

Competition

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

Significant Tenants

As of December 31, 2018, we leased 105 properties to Sherwin-Williams. As of December 31, 2018, total annualized base rent from Sherwin-Williams was approximately 6.0%, and the weighted average remaining lease term was 11.8 years.

As of December 31, 2018, we leased 23 properties to Walgreens. Total annualized base rents from Walgreens were approximately 5.4%, 7.7% and 11.6% for the years ended 2018, 2017 and 2016, respectively. As of December 31, 2018, the weighted average remaining lease term of our Walgreens leases was 8.1 years.

No other tenant accounted for more than 5.0% of our annualized base rent as of December 31, 2018. 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 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 a Phase II environmental assessment.

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 located on any of our properties. We carry no insurance coverage for the types of environmental risks described above.

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 been notified by 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, 2018, we have not been notified by any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations.

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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 our actual results to differ materially from those contained in forward-looking statements made in this report or presented elsewhere in future SEC reports. You should carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this report, as well as any reports, amendments or updates reflected in subsequent filings or furnishings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity.

Risks Related to Our Business and Operations

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

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

| · |  | changes in the performance of our tenants, which may result in lower rent and lower recoverable expenses that the tenant can afford to pay and tenant defaults under the leases;

| · |  | current or potential tenants may delay or postpone entering into long-term net leases with us;

| · |  | the ability to borrow on terms and conditions that we find acceptable may be limited or unavailable, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from acquisition and development activities, reduce our ability to make cash distributions to our shareholders 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. Such conditions could make it very difficult to forecast operating results, make business decisions and identify and address material business risks.

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.

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Failure by any major tenant with leases in multiple locations to make rental payments to us, because of a deterioration of its financial condition or otherwise, would have a material adverse effect on us.

We derive substantially all of our revenue from tenants who lease space from us at our properties. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our tenants. At any time, our tenants may experience a downturn in their respective businesses that may significantly weaken their financial condition, particularly during periods of economic uncertainty. In addition, our tenants compete with alternative forms of retailing, including online shopping, home shopping networks and mail order catalogs. As a result, our tenants may delay lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close a number of stores or declare bankruptcy. Any of these actions could result in the loss of rental income attributable to the affected leases. In that event, we may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above would have a material adverse effect on our results of operations and our financial condition.

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 pre-petition 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 claim we have for unpaid past rent could be substantially less than the amount owed.

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

Our properties are located in 46 states throughout the United States and in particular, the state of Michigan (where 51 properties out of 645 properties are located or 9.7% of our annualized base rent was derived as of December 31, 2018), Texas (47 properties or 8.3% of our annualized base rent) and Florida (48 properties or 6.5% 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.

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 buildings in the future that are subject to similar ground leases. As lessee under a ground lease, we are exposed to the possibility of losing 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 shareholders 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.

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The capital markets may limit our sources of funds for financing activities.

Our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets. This could have an impact on our flexibility to react to changing economic and business conditions. A lack of available credit, lack of confidence in the financial sector, increased volatility in the financial markets and reduced business activity could materially and adversely affect our business, financial condition, results of operations and our ability to obtain and manage our liquidity. In addition, the cost of debt financing and the proceeds may be materially adversely impacted by such market conditions. Also, our ability to access equity markets as a source of funds may be affected by our stock price as well as general market conditions.

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. 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, 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.

The availability and timing of cash distributions is uncertain

We expect to continue to pay quarterly distributions to our shareholders. 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 distributions to our shareholders. We cannot assure our shareholders that sufficient funds will be available to pay distributions.

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 of 1986, as amended (the “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. Our actual dividend payable will be determined by our board of directors based upon the circumstances at the time of declaration.

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 significant competition.

We face competition in seeking properties for acquisition and tenants who will lease space in these properties from insurance companies, credit companies, pension or private equity funds, private individuals, investment companies, other REITs and other industry participants, many of which have greater financial and other resources than we do. There can be no assurance that we will be able to successfully compete with such entities in our development, acquisition and leasing activities in the future.

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.

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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 employees, 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.

General Real Estate Risk

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

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

| · |  | Changes in general or local economic conditions;

| · |  | The attractiveness of our properties to potential tenants;

| · |  | Changes in supply of or demand for similar or competing properties in an area;

| · |  | Bankruptcies, financial difficulties or lease defaults by our tenants;

| · |  | Changes in operating costs and expense and our ability to control rents;

| · |  | Our ability to lease properties at favorable rental rates;

| · |  | Our ability to sell a property when we desire to do so at a favorable price;

| · |  | Unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions;

| · |  | Changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder; and

| · |  | Unanticipated expenditures to comply with the Americans with Disabilities Act and other similar regulations.

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 distributions 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 structural 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

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rental rates upon such re-letting were significantly lower than expected rates, our net income and ability to make expected distributions to shareholders 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.

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 shareholders. This potential liability results from the following:

| · |  | As owner, we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination;

| · |  | The law may impose clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;

| · |  | Even if more than one person is responsible for the contamination, each person who shares legal liability under environmental laws may be held responsible for all of the clean-up costs; and

| · |  | Governmental entities and third parties may sue the owner or operator of a contaminated site for damages and costs.

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

We own and may in the future acquire properties that will be operated as convenience stores with gas station facilities. The operation of convenience stores with gas station facilities at our properties will create additional environmental concerns. 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 shareholders and any debt security interest payments. Environmental problems at any properties could also put us in default under loans secured by those properties, as well as loans secured by unaffected properties.

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

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

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Risks Related to Our Debt Financings

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

At December 31, 2018, our ratio of total debt to enterprise value (assuming conversion of OP Units into shares of common stock) was approximately 24.9%. Incurring substantial debt may adversely affect our business and operating results by:

| · |  | requiring us to use a substantial portion of our cash flow to pay interest and principal, which reduces the amount available for distributions, acquisitions and capital expenditures;

| · |  | making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions;

| · |  | requiring us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limiting our ability to borrow for operations, working capital or to finance acquisitions in the future; or

| · |  | limiting our flexibility in conducting our business, including our ability to finance or refinance our assets, contribute assets to joint ventures or sell assets as needed, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms.

In addition, the use of leverage presents an additional element of risk in the event that (1) the cash flow from lease payments on our properties is insufficient to meet debt obligations, (2) we are unable to refinance our debt obligations as necessary or on as favorable terms, (3) there is an increase in interest rates, (4) we default on our financial obligations and (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. Under the “cross-default” provisions contained in mortgages encumbering some of our properties, our default under a mortgage with a lender would result in our default under mortgages held on other properties resulting in multiple foreclosures.

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. Our organizational documents contain no limitation on the amount or percentage of indebtedness which we may incur. Therefore, our board of directors, without a vote of the shareholders, could alter the general policy on borrowings at any 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 shareholders, and could result in an increased risk of default on our obligations.

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

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Credit market developments may reduce availability under our revolving credit facility.

There is risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under our existing revolving credit facility, including but not limited to: extending credit up to the maximum amount permitted by such credit facility, allowing access to additional credit features and/or honoring loan commitments. If our lender(s) fail to honor their legal commitments under our revolving credit facility, it could be difficult to replace our revolving credit facility on similar terms. Any such failure by any of the lenders under the revolving credit facility may impact our ability to finance our operating or investing activities.

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.

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 shareholders.

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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 shareholders.

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 shareholders.

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

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

| · |  | “Control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our shareholders 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 employees, 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 shareholders.

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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 shareholders’ 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 shareholders 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.

The market price of our stock may vary substantially.

The market price of our common stock could be volatile, and investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. Among the market conditions that may affect the market price of our common stock are the following:

| · |  | Changes in interest rates;

| · |  | Our financial condition and operating performance and the performance of other similar companies;

| · |  | Actual or anticipated variations in our quarterly results of operations;

| · |  | The extent of investor interest in our company, real estate generally or commercial real estate specifically;

| · |  | The reputation of REITs generally and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;

| · |  | Changes in expectations of future financial performance or changes in estimates of securities analysts;

| · |  | Fluctuations in stock market prices and volumes; and

| · |  | Announcements by us or our competitors of acquisitions, investments or strategic alliances.

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

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

Federal Income Tax Risks

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

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

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

We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes. Although we believe that we are organized and operate in such a manner so as to qualify as a REIT under the 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

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of our stockholders. A REIT that annually distributes at least 90% of its taxable income to its shareholders 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 that we qualify as a REIT.

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

| · |  | We would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to federal income tax at regular corporate rates.

| · |  | We may be subject to increased state and local taxes.

| · |  | Unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we failed to qualify.

In addition, if we fail to qualify as a REIT, we will no longer be required to pay dividends (other than any mandatory dividends on any preferred shares we may offer). As a result of these factors, our failure to qualify as a REIT could adversely affect the market price for our common stock.

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

Changes to the federal income tax laws are proposed regularly. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the Internal Revenue Service 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 shareholders 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 shareholders. Prospective investors are urged to 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 shareholders.

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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 Internal Revenue Service. 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.

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 shareholders. 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 Internal Revenue Service 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

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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 shareholders.

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 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.

Item 2: Properties

As of December 31, 2018, our portfolio consisted of 645 properties located in 46 states and totaling approximately 11.2 million square feet of GLA.

As of December 31, 2018, our portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 10.2 years. A significant majority of our properties are leased to national tenants and approximately 51.4% 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.

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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, 2018:

($in thousands) |  |  |  |  |  |
|  | Annualized |  | % of Ann. |
Tenant / Concept |  | Base Rent (1) |  | Base Rent |
Sherwin-Williams |  | $ | 9,520 |  | 6.0 | %
Walgreens |  |  | 8,445 |  | 5.4 | %
Walmart |  |  | 6,092 |  | 3.9 | %
LA Fitness |  |  | 5,063 |  | 3.2 | %
TJX Companies |  |  | 4,541 |  | 2.9 | %
Tractor Supply |  |  | 4,323 |  | 2.7 | %
Lowe's |  |  | 4,215 |  | 2.7 | %
CVS |  |  | 3,397 |  | 2.2 | %
Dollar General |  |  | 3,342 |  | 2.1 | %
O'Reilly Auto Parts |  |  | 3,156 |  | 2.0 | %
Mister Car Wash |  |  | 3,141 |  | 2.0 | %
Dave & Buster's |  |  | 3,052 |  | 1.9 | %
Best Buy |  |  | 2,979 |  | 1.9 | %
AutoZone |  |  | 2,832 |  | 1.8 | %
Wawa |  |  | 2,664 |  | 1.7 | %
Hobby Lobby |  |  | 2,621 |  | 1.7 | %
Burlington Coat Factory |  |  | 2,572 |  | 1.6 | %
Dollar Tree |  |  | 2,437 |  | 1.5 | %
AMC |  |  | 2,388 |  | 1.5 | %
Other(2) |  |  | 80,857 |  | 51.3 | %
Total |  | $ | 157,637 |  | 100.0 | %

| (1) |  | Represents annualized straight-line rent as of December 31, 2018.

| (2) |  | Includes tenants generating less than 1.5% of annualized base rent.

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Tenant Sector Diversification

The following table presents annualized base rents for all sectors that generated 2.5% or greater of our total annualized base rents as of December 31, 2018:

($in thousands) |  |  |  |  |  |
|  | Annualized |  | % of Ann. |
Tenant Sector |  | Base Rent (1) |  | Base Rent |
Home Improvement |  | $ | 17,434 |  | 11.1 | %
Pharmacy |  |  | 13,428 |  | 8.5 | %
Tire and Auto Service |  |  | 11,914 |  | 7.6 | %
Grocery Stores |  |  | 9,897 |  | 6.3 | %
Off-Price Retail |  |  | 9,002 |  | 5.7 | %
Health and Fitness |  |  | 8,104 |  | 5.1 | %
Auto Parts |  |  | 7,217 |  | 4.6 | %
Convenience Stores |  |  | 7,127 |  | 4.5 | %
Restaurants - Quick Service |  |  | 6,456 |  | 4.1 | %
General Merchandise |  |  | 5,924 |  | 3.8 | %
Farm and Rural Supply |  |  | 5,425 |  | 3.4 | %
Crafts and Novelties |  |  | 5,000 |  | 3.2 | %
Dollar Stores |  |  | 4,570 |  | 2.9 | %
Home Furnishings |  |  | 4,360 |  | 2.8 | %
Consumer Electronics |  |  | 4,335 |  | 2.7 | %
Specialty Retail |  |  | 4,296 |  | 2.7 | %
Other(2) |  |  | 33,148 |  | 21.0 | %
Total |  | $ | 157,637 |  | 100.0 | %

| (1) |  | Represents annualized straight-line rent as of December 31, 2018.

| (2) |  | Includes sectors generating less than 2.5% of annualized base rent.

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Geographic Diversification

The following table presents annualized base rents, by state, for our portfolio as of December 31, 2018:

($in thousands) |  |  |  |  |  |
|  | Annualized |  | % of Ann. |
Tenant Sector |  | Base Rent (1) |  | Base Rent |
Michigan |  | $ | 15,339 |  | 9.7 | %
Texas |  |  | 13,067 |  | 8.3 | %
Florida |  |  | 10,193 |  | 6.5 | %
Illinois |  |  | 9,163 |  | 5.8 | %
Ohio |  |  | 8,522 |  | 5.4 | %
New Jersey |  |  | 7,005 |  | 4.4 | %
Pennsylvania |  |  | 6,215 |  | 3.9 | %
Georgia |  |  | 6,153 |  | 3.9 | %
Louisiana |  |  | 5,595 |  | 3.5 | %
Missouri |  |  | 5,260 |  | 3.3 | %
North Carolina |  |  | 4,643 |  | 2.9 | %
Virginia |  |  | 4,255 |  | 2.7 | %
Mississippi |  |  | 4,139 |  | 2.6 | %
Kansas |  |  | 3,973 |  | 2.5 | %
Wisconsin |  |  | 3,733 |  | 2.4 | %
New York |  |  | 3,683 |  | 2.4 | %
Kentucky |  |  | 3,625 |  | 2.4 | %
Oregon |  |  | 3,110 |  | 2.1 | %
Indiana |  |  | 3,105 |  | 2.1 | %
California |  |  | 2,838 |  | 1.7 | %
Oklahoma |  |  | 2,799 |  | 1.7 | %
Alabama |  |  | 2,771 |  | 1.7 | %
Colorado |  |  | 2,706 |  | 1.6 | %
South Carolina |  |  | 2,631 |  | 1.7 | %
Arizona |  |  | 2,594 |  | 1.6 | %
Tennessee |  |  | 2,342 |  | 1.5 | %
Iowa |  |  | 2,198 |  | 1.4 | %
Utah |  |  | 2,032 |  | 1.4 | %
New Mexico |  |  | 1,981 |  | 1.4 | %
Minnesota |  |  | 1,923 |  | 1.2 | %
North Dakota |  |  | 1,200 |  | 0.8 | %
Rhode Island |  |  | 1,159 |  | 0.7 | %
Arkansas |  |  | 1,053 |  | 0.7 | %
Delaware |  |  | 1,010 |  | 0.6 | %
Connecticut |  |  | 885 |  | 0.6 | %
Maine |  |  | 792 |  | 0.5 | %
West Virginia |  |  | 662 |  | 0.4 | %
New Hampshire |  |  | 625 |  | 0.4 | %
Washington |  |  | 541 |  | 0.3 | %
Maryland |  |  | 539 |  | 0.3 | %
Nevada |  |  | 487 |  | 0.3 | %
Idaho |  |  | 480 |  | 0.3 | %
South Dakota |  |  | 326 |  | 0.2 | %
Montana |  |  | 125 |  | 0.1 | %
Nebraska |  |  | 89 |  | 0.1 | %
Massachusetts |  |  | 71 |  | 0.0 | %
Total |  | $ | 157,637 |  | 100.0 | %

| (1) |  | Represents annualized straight-line rent as of December 31, 2018.

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Lease Expirations

The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2018, assuming that no tenants exercise renewal options:

($and GLA in thousands) |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Annualized Base Rent (1) |  | Gross Leasable Area |
|  | Number of |  |  |  |  | % of |  |  |  | % of |
Year |  | Leases |  | Dollars |  | Total |  | Square Feet |  | Total |
2019 |  | 11 |  | $ | 2,565 |  | 1.6 | % | 156 |  | 1.4 | %
2020 |  | 19 |  |  | 3,219 |  | 2.0 | % | 232 |  | 2.1 | %
2021 |  | 26 |  |  | 5,228 |  | 3.3 | % | 314 |  | 2.8 | %
2022 |  | 23 |  |  | 4,358 |  | 2.8 | % | 383 |  | 3.4 | %
2023 |  | 38 |  |  | 6,952 |  | 4.4 | % | 691 |  | 6.2 | %
2024 |  | 36 |  |  | 10,130 |  | 6.4 | % | 1,006 |  | 9.0 | %
2025 |  | 40 |  |  | 9,440 |  | 6.0 | % | 877 |  | 7.8 | %
2026 |  | 54 |  |  | 9,133 |  | 5.8 | % | 932 |  | 8.3 | %
2027 |  | 50 |  |  | 11,420 |  | 7.2 | % | 748 |  | 6.7 | %
2028 |  | 48 |  |  | 14,351 |  | 9.1 | % | 1,101 |  | 9.8 | %
Thereafter |  | 367 |  |  | 80,841 |  | 51.4 | % | 4,797 |  | 42.5 | %
Total |  | 712 |  | $ | 157,637 |  | 100 | % | 11,237 |  | 100.0 | %

| (1) |  | Represents annualized straight-line rent as of December 31, 2018.

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Developments

During the fourth quarter of 2018, construction continued or commenced on eight development and Partner Capital Solutions (“PCS”) projects with anticipated total project costs of approximately $28.8 million. The projects consist of the Company’s first development with Gerber Collision in Round Lake, Illinois; the Company’s redevelopment of the former Kmart space in Frankfort, Kentucky for ALDI, Big Lots and Harbor Freight Tools; the Company’s first three developments with Sunbelt Rentals in Batavia and Maumee, Ohio and Georgetown, Kentucky; the Company’s third and fourth developments with Mister Car Wash in Orlando and Tavares, Florida; and the Company’s redevelopment of the former Kmart space in Mount Pleasant, Michigan for Hobby Lobby.

During the twelve months ended December 31, 2018, the Company had 16 development or PCS projects completed or under construction. Anticipated total costs for those projects are approximately $74.4 million and include the following completed or commenced projects:

|  |  |  |  |  |  |  | Actual or |  |
|  |  |  |  |  | Lease |  | Anticipated Rent |  |
Tenant |  | Location |  | Lease Structure |  | Term |  | Commencement |  | Status
Mister Car Wash |  | Urbandale, IA |  | Build-to-Suit |  | 20 years |  | Q1 2018 |  | Completed
Mister Car Wash |  | Bernalillo, NM |  | Build-to-Suit |  | 20 years |  | Q1 2018 |  | Completed
Burger King(1) |  | North Ridgeville, OH |  | Build-to-Suit |  | 20 years |  | Q1 2018 |  | Completed
Art Van Furniture |  | Canton, MI |  | Build-to-Suit |  | 20 years |  | Q1 2018 |  | Completed
Camping World |  | Grand Rapids, MI |  | Build-to-Suit |  | 20 years |  | Q2 2018 |  | Completed
ALDI |  | Chickasha, OK |  | Build-to-Suit |  | 10 years |  | Q3 2018 |  | Completed
Burger King(1) |  | Aurora, IL |  | Build-to-Suit |  | 20 years |  | Q3 2018 |  | Completed
Burlington Coat Factory |  | Nampa, ID |  | Build-to-Suit |  | 15 years |  | Q3 2018 |  | Completed
Mister Car Wash |  | Orlando, FL |  | Build-to-Suit |  | 20 years |  | Q1 2019 |  | Under Construction
Mister Car Wash |  | Tavares, FL |  | Build-to-Suit |  | 20 years |  | Q1 2019 |  | Under Construction
Sunbelt Rentals |  | Batavia, OH |  | Build-to-Suit |  | 10 years |  | Q1 2019 |  | Under Construction
Sunbelt Rentals |  | Maumee, OH |  | Build-to-Suit |  | 10 years |  | Q1 2019 |  | Under Construction
Sunbelt Rentals |  | Georgetown, KY |  | Build-to-Suit |  | 15 years |  | Q3 2019 |  | Under Construction
Gerber Collision |  | Round Lake, IL |  | Build-to-Suit |  | 15 years |  | Q3 2019 |  | Under Construction
Hobby Lobby |  | Mt. Pleasant, MI |  | Build-to-Suit |  | 15 years |  | Q4 2019 |  | Under Construction
Big Lots |  | Frankfort, KY |  | Build-to-Suit |  | 10 years |  | Q1 2020 |  | Under Construction
Harbor Freight Tools |  | Frankfort, KY |  | Build-to-Suit |  | 10 years |  | Q1 2020 |  | Under Construction
ALDI |  | Frankfort, KY |  | Build-to-Suit |  | 10 years |  | Q2 2020 |  | Under Construction

Notes:

| (1) |  | Franchise restaurant operated by TOMS King, LLC.

Item 3: Legal Proceedings

From time to time, we are involved in legal proceedings in the ordinary course of business. We are not presently involved in any litigation nor, to our knowledge, is any other litigation threatened against us, other than routine litigation arising in the ordinary course of business, which is expected to be covered by our liability insurance and all of which collectively is not expected to have a material adverse effect on our liquidity, results of operations or business or financial condition.

Item 4: Mine Safety Disclosures

Not applicable.

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PART II

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

Our common stock is traded on the NYSE under the symbol “ADC.” At February 19, 2019, there were 37,537,012 shares of our common stock issued and outstanding which were held by approximately 129 shareholders of record. The number of shareholders of record does not reflect persons or entities that held their shares in nominee or “street” name. In addition, at February 19, 2019 there were 347,619 outstanding OP Units held by a limited partner other than our Company. The OP Units are exchangeable into shares of common stock on a one-for-one basis.

Common stock repurchases during the three months ended December 31, 2018 were:

|  |  |  |  |  |  | Total Number of |  | Maximum Number
|  |  |  |  |  |  | Shares Purchased |  | of Shares that May
|  |  |  |  |  |  | as Part of Publicly |  | Yet Be Purchased
|  | Total Number of |  |  | Average Price Paid Per |  | Announced Plans |  | Under the Plans
Period |  | Shares Purchased |  |  | Per Share |  | or Programs |  | or Programs
October 1, 2018 - October 31, 2018 |  | — |  | $ | — |  | — |  | —
November 1, 2018 - November 30, 2018 |  | 5,815 |  |  | 56.81 |  | — |  | —
December 1, 2018 - December 31, 2018 |  | 221 |  |  | 61.91 |  | — |  | —
|  | 6,036 |  | $ | 57.00 |  | — |  | —

During the three months ended December 31, 2018, the Company withheld 6,036 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 secruities during the three months ended December 31, 2018.

We intend to continue to declare quarterly dividends. However, our distributions are determined by our board of directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the 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 shareholders, 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 shareholders 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 shareholders 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

The following table sets forth our selected financial information on a historical basis and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report on Form 10‑K. The balance sheet for the

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periods ending December 31, 2014 through 2018 and operating data for each of the periods presented were derived from our audited financial statements.

(in thousands, except per share information and number of properties) |  | Year Ended December 31, |
|  | 2018 |  | 2017 |  | 2016 |  | 2015 |  | 2014 |
Operating Data |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenues |  | $ | 148,195 |  | $ | 116,555 |  | $ | 91,527 |  | $ | 69,966 |  | $ | 53,559 |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property costs (1) |  |  | 17,011 |  |  | 12,467 |  |  | 8,596 |  |  | 6,379 |  |  | 4,916 |
General and administrative |  |  | 12,165 |  |  | 9,722 |  |  | 7,862 |  |  | 6,836 |  |  | 6,629 |
Interest |  |  | 24,872 |  |  | 18,137 |  |  | 15,343 |  |  | 12,305 |  |  | 8,477 |
Depreciation and amortization |  |  | 43,698 |  |  | 31,752 |  |  | 23,407 |  |  | 16,486 |  |  | 11,103 |
Impairments |  |  | 2,319 |  |  | — |  |  | — |  |  | — |  |  | 3,020 |
Total Expenses |  |  | 100,065 |  |  | 72,078 |  |  | 55,208 |  |  | 42,006 |  |  | 34,145 |
Income From Operations |  |  | 48,130 |  |  | 44,477 |  |  | 36,319 |  |  | 27,960 |  |  | 19,414 |
Gain (loss) on extinguishment of debt |  |  | — |  |  | — |  |  | (333) |  |  | (181) |  |  | — |
Gain (loss) on sale of assets |  |  | 11,180 |  |  | 14,193 |  |  | 9,964 |  |  | 12,135 |  |  | (528) |
Other income |  |  | 4 |  |  | 347 |  |  | — |  |  | — |  |  | — |
Income tax expense |  |  | (516) |  |  | (227) |  |  | (153) |  |  | (152) |  |  | (110) |
Income From Continuing Operations |  |  | 58,798 |  |  | 58,790 |  |  | 45,797 |  |  | 39,762 |  |  | 18,776 |
Gain on sale of asset from discontinued operations |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 123 |
Income (loss) from discontinued operations |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 14 |
Net income |  |  | 58,798 |  |  | 58,790 |  |  | 45,797 |  |  | 39,762 |  |  | 18,913 |
Less net income attributable to non-controlling interest |  |  | 626 |  |  | 678 |  |  | 679 |  |  | 744 |  |  | 425 |
Net income attributable to Agree Realty Corporation |  | $ | 58,172 |  | $ | 58,112 |  | $ | 45,118 |  | $ | 39,018 |  | $ | 18,488 |
Share Data |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Weighted average common shares - diluted |  |  | 32,401 |  |  | 27,700 |  |  | 22,960 |  |  | 18,065 |  |  | 14,967 |
Net income per share - diluted |  | $ | 1.78 |  | $ | 2.08 |  | $ | 1.97 |  | $ | 2.15 |  | $ | 1.22 |
Cash dividends per share |  | $ | 2.16 |  | $ | 2.03 |  | $ | 1.92 |  | $ | 1.85 |  | $ | 1.74 |
Balance Sheet Data |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real Estate (before accumulated depreciation) |  | $ | 1,761,647 |  | $ | 1,299,255 |  | $ | 1,019,956 |  | $ | 755,849 |  | $ | 589,147 |
Total Assets |  | $ | 2,028,189 |  | $ | 1,494,634 |  | $ | 1,141,972 |  | $ | 807,042 |  | $ | 606,415 |
Total Debt, including accrued interest |  | $ | 728,841 |  | $ | 525,811 |  | $ | 406,261 |  | $ | 320,547 |  | $ | 222,483 |
Other Data |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Number of Properties |  |  | 645 |  |  | 436 |  |  | 366 |  |  | 278 |  |  | 209 |
Gross Leasable Area (Sq. Ft.) |  |  | 11,237 |  |  | 8,663 |  |  | 7,033 |  |  | 5,207 |  |  | 4,315 |
Percentage Leased |  |  | 100 | % |  | 100 | % |  | 100 | % |  | 99 | % |  | 99 | %

| (1) |  | Property costs include real estate taxes, insurance, maintenance and land lease expense.

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

The following discussion should be read in conjunction with the consolidated financial statements, and related notes thereto, included elsewhere in this Annual Report on Form 10‑K and the “-Special Note Regarding Forward-Looking Statements” in “Item 1A – Risk Factors” above.

Overview

We are a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. We were founded in 1971 by our current Executive Chairman, Richard Agree, and our common stock was listed on the NYSE in 1994. Our assets are held by, and all of our operations are conducted through, directly or indirectly, the Operating Partnership, of which we are the sole general partner and in which we held a 99.1% interest as of December 31, 2018.

As of December 31, 2018, our portfolio consisted of 645 properties located in 46 states and totaling approximately 11.2 million square feet of GLA. As of December 31, 2018, our portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 10.2 years. 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.

We elected to be taxed as a REIT for federal income tax purposes commencing with our 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.

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

Our accounting policies are determined in accordance with generally accepted accounting principles (“GAAP”). The preparation of our financial statements 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. Set forth below are the more critical accounting policies that require management judgment and estimates in the preparation of our consolidated financial statements. 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.

Revenue Recognition

We lease real estate to our tenants under long-term net leases which we account 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 by us after the tenant exceeds a sales breakpoint. Contractually obligated reimbursements from tenants for recoverable real estate taxes and operating expenses are generally included in operating costs reimbursement in the period when such expenses are incurred.

Real Estate Investments

We record the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by us, 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.

Accounting for Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. We allocate 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

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above- or below-market leases. In making estimates of fair values, we 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 our due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.

Depreciation

Our real estate portfolio is depreciated using the straight-line method over the estimated remaining useful life of the properties, which are generally 40 years for buildings and 10 to 20 years for improvements. Properties classified as “held for sale” and properties under development are not depreciated.

Impairments

We review our real estate investments periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events or circumstances that may occur include, but are not limited to, significant changes in real estate market conditions or our ability 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.

Results of Operations

Comparison of Year Ended December 31, 2018 to Year Ended December 31, 2017

Minimum rental income increased $27.7 million, or 26%, to $132.8 million in 2018, compared to $105.1 million in 2017. Approximately $29.5 million of the increase was due to the acquisition of 225 properties in 2018 and the full year impact of 79 properties acquired in 2017. Approximately $2.8 million of the increase was attributable to eight development projects completed in 2018 and the full year impact of four development projects completed in 2017. The increases were partially offset by a $4.8 million reduction in minimum rental income from properties sold during 2018 that were owned for all or part of 2017.

Operating cost reimbursements increased $4.1 million, or 38%, to $14.9 million in 2018, compared to $10.8 million in 2017. Operating cost reimbursements increased primarily due to increased property count. The portfolio recovery rate remained consistent at 91% in 2018 and 2017.

Real estate taxes increased $2.5 million, or 31%, to $10.7 million in 2018, compared to $8.2 million in 2017. The increase was due to the ownership of additional properties in 2018 compared to 2017 for which we remit real estate taxes and are reimbursed by tenants.

Property operating expenses increased $2.0 million, or 56%, to $5.6 million in 2018, compared to $3.6 million in 2017. The increase was due to the ownership of additional properties in 2018 compared to 2017.

Land lease payments decreased $0.1 million in 2018 to $0.6 million compared to $0.7 million in 2017. The decrease was due to exercising the option to purchase the fee simple interest in a property for which we were previously the lessee.

General and administrative expenses increased $2.5 million, or 25%, to $12.2 million in 2018, compared to $9.7 million in 2017. The increase was primarily the result of increased employee headcount and professional costs. General and administrative expenses as a percentage of total revenue decreased to 8.2% in 2018 from 8.3% in 2017.

Depreciation and amortization increased $11.9 million, or 38%, to $43.7 million in 2018, compared to $31.8 million in 2017. The increase was primarily due to the ownership of additional properties in 2018 compared to 2017.

Provision for impairment increased $2.3 million in 2018, compared to $0.0 million in 2017. Provisions for impairment reflect the amount by which current book value exceeds estimated fair value.

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Interest expense increased $6.8 million, or 37%, to $24.9 million in 2018, compared to $18.1 million in 2017. The increase in interest expense was primarily a result of higher levels of borrowings in 2018 to finance the acquisition and development of additional properties in comparison to the full year impact of 2017 financings.

Gain on sale of assets decreased $3.0 million, or 21%, to $11.2 million in 2018, compared to $14.2 million in 2017. The decrease in gain on sale of assets was primarily a result of a decrease in asset sales price relative to net asset basis after depreciation and amortization, partially offset by an increase in the number of properties sold in 2018 compared to 2017.

Net income remained consistent with the prior year. The years ended December 31, 2018 and 2017 totaled $58.8 million.

Comparison of Year Ended December 31, 2017 to Year Ended December 31, 2016

Minimum rental income increased $21.1 million, or 25%, to $105.1 million in 2017, compared to $84.0 million in 2016. Approximately $22.4 million of the increase was due to the acquisition of 79 properties in 2017 and the full year impact of 82 properties acquired in 2016. Approximately $2.2 million of the increase was attributable to four development projects completed in 2017 and the full year impact of nine development projects completed in 2016. These increases were partially offset by approximately a $2.1 million reduction in minimum rental income from properties sold during 2017 that were owned for all or part of 2016.

Operating cost reimbursements increased $3.5 million, or 48%, to $10.8 million in 2017, compared to $7.3 million in 2016. Operating cost reimbursements increased primarily due to higher levels of recoverable property operating expenses, including real estate taxes, and increased property count. The portfolio recovery rate remained consistent at 91% in 2017 and 2016 due to the factors discussed above.

Real estate taxes increased $2.7 million, or 50%, to $8.2 million in 2017, compared to $5.5 million in 2016. The increase was due to the ownership of additional properties in 2017 compared to 2016 for which we remit real estate taxes and are subsequently reimbursed by tenants.

Property operating expenses increased $1.1 million, or 45%, to $3.6 million in 2017, compared to $2.5 million in 2016. The increase was primarily due to the ownership of additional properties in 2017 compared to 2016 which contributed to higher property maintenance, utilities and insurance expenses. Our tenants subsequently reimbursed us for the majority of these expenses.

Land lease payments remained consistent with prior periods. The years ended December 31, 2017 and 2016 totaled approximately $0.7 million.

General and administrative expenses increased $1.8 million, or 23%, to $9.7 million in 2017, compared to $7.9 million in 2016. The increase was primarily the result of increased employee headcount and associated professional costs and was partially offset by a one-time credit of $0.2 million to reflect a reduction in the company’s deferred tax liability due to new tax legislation. General and administrative expenses as a percentage of total revenue decreased to 8.3% for 2017 from 8.6% in 2016.

Depreciation and amortization increased $8.4 million, or 35%, to $31.8 million in 2017, compared to $23.4 million in 2016. The increase was due to the ownership of additional properties in 2017 compared to 2016.

Interest expense increased $2.8 million, or 18%, to $18.1 million in 2017, from $15.3 million in 2016. The increase in interest expense was primarily a result of higher levels of borrowings to finance the acquisition and development of additional properties and the issuance of $100.0 million senior unsecured notes in September 2017 compared to the full year interest impact of debt issuances in 2016.

During 2017, the Company sold real estate properties for net proceeds of $44.3 million and recorded a net gain of $14.2 million (net of any expected losses on real estate held for sale).

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Net income increased $13.0 million, or 29%, to $58.8 million in 2017, from $45.8 million in 2016. The change was the results of items discussed above, including non-cash amounts such as gain on sale of assets and depreciation and amortization.

Liquidity and Capital Resources

Our principal demands for funds include payment of operating expenses, payment of principal and interest on our outstanding indebtedness, distributions to our shareholders and future property acquisitions and development.

We expect to meet our short-term liquidity requirements through cash provided from operations and borrowings under our revolving credit facility. As of December 31, 2018, available cash and cash equivalents was $54.0 million. As of December 31, 2018 we had $19.0 million outstanding on our revolving credit facility and $306.0 million was available for future borrowings, subject to our compliance with covenants. In July 2018, the Company elected to pursue commitments under the accordion option outlined in its senior unsecured revolving credit facility to increase the borrowing capacity under its line of credit from $250.0 million to $325.0 million. 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 August 2017, the Company entered into an uncommitted and unsecured $100.0 million private placement shelf agreement (the “TIAA Shelf Agreement”) with Teachers Insurance and Annuity Association of America (“TIAA”) and each TIAA Affiliate named therein. The TIAA Shelf Agreement allows us to issue senior unsecured notes to TIAA at terms to be agreed upon at the time of any issuance during a three year issuance period ending in August 2020. In September 2018, the Company issued $25.0 million in senior unsecured notes under the TIAA Shelf Agreement. As of December 31, 2018, $75.0 million remained outstanding under the TIAA Shelf Agreement.

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.

Capitalization

As of December 31, 2018, our total market capitalization was approximately $2.9 billion. Market capitalization consisted of $2.2 billion of common stock (based on the December 31, 2018 closing price of our common stock on the NYSE of $59.12 per share and assuming the conversion of OP Units) and $724.0 million of total debt including (i) $19.0 million of borrowings under our revolving credit facility; (ii) $258.5 million of unsecured term loans; (iii) $385.0 million of senior unsecured notes; and (iv) $61.5 million of mortgage notes payable. Our ratio of total debt to total market capitalization was 23.0% at December 31, 2018.

At December 31, 2018, the non-controlling interest in our Operating Partnership consisted of a 0.9% ownership interest in the Operating Partnership held by third parties. The OP Units may, under certain circumstances, be exchanged for our shares of common stock on a one-for-one basis. The Company as sole general partner of the Operating Partnership, have the option to settle exchanged OP Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all OP Units, there would have been 37,893,409 shares of common stock outstanding at December 31, 2018.

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Debt

The below table summarizes the Company’s outstanding debt for the periods ended December 31, 2018 and December 31, 2017 (in thousands):

|  | Interest |  |  |  |  | Principal Amount Outstanding
Senior Unsecured Revolving Credit Facility |  | Rate |  |  | Maturity |  | December 31, 2018 |  | December 31, 2017
Credit Facility (1) |  | 3.52 | % |  | January 2021 |  | $ | 19,000 |  | $ | 14,000
Total Credit Facility |  |  |  |  |  |  | $ | 19,000 |  | $ | 14,000
Unsecured Term Loans (2) |  |  |  |  |  |  |  |  |  |  |
2019 Term Loan |  | 3.62 | % |  | May 2019 |  | $ | 18,543 |  | $ | 19,304
2023 Term Loan |  | 2.40 | % |  | July 2023 |  |  | 40,000 |  |  | 40,000
2024 Term Loan Facility |  | 3.09 | % |  | January 2024 |  |  | 65,000 |  |  | 65,000
2024 Term Loan Facility |  | 3.20 | % |  | January 2024 |  |  | 35,000 |  |  | 35,000
2026 Term Loan |  | 4.26 | % |  | January 2026 |  |  | 100,000 |  |  | —
Total Unsecured Term Loans |  |  |  |  |  |  | $ | 258,543 |  | $ | 159,304
Senior Unsecured Notes (2) |  |  |  |  |  |  |  |  |  |  |
2025 Senior Unsecured Notes |  | 4.16 | % |  | May 2025 |  | $ | 50,000 |  | $ | 50,000
2027 Senior Unsecured Notes |  | 4.26 | % |  | May 2027 |  |  | 50,000 |  |  | 50,000
2028 Senior Unsecured Notes |  | 4.42 | % |  | July 2028 |  |  | 60,000 |  |  | 60,000
2029 Senior Unsecured Notes |  | 4.19 | % |  | September 2029 |  |  | 100,000 |  |  | 100,000
2030 Senior Unsecured Notes |  | 4.32 | % |  | September 2030 |  |  | 125,000 |  |  | —
Total Senior Unsecured Notes |  |  |  |  |  |  | $ | 385,000 |  | $ | 260,000
Mortgage Notes Payable (2) |  |  |  |  |  |  |  |  |  |  |
Secured Term Loan |  | 2.49 | % |  | March 2018 |  | $ | — |  | $ | 25,000
Single Asset Mortgage Loan |  | 3.32 | % |  | October 2019 |  |  | 21,500 |  |  | 21,500
Portfolio Mortgage Loan |  | 6.90 | % |  | January 2020 |  |  | 1,922 |  |  | 3,573
Single Asset Mortgage Loan |  | 6.24 | % |  | February 2020 |  |  | 2,872 |  |  | 2,963
CMBS Portfolio Loan |  | 3.60 | % |  | January 2023 |  |  | 23,640 |  |  | 23,640
Single Asset Mortgage Loan |  | 5.01 | % |  | September 2023 |  |  | 4,959 |  |  | 5,131
Portfolio Credit Tenant Lease |  | 6.27 | % |  | July 2026 |  |  | 6,626 |  |  | 7,288
Total Mortgage Notes Payable |  |  |  |  |  |  | $ | 61,519 |  | $ | 89,095
Total Principal Amount Outstanding |  |  |  |  |  |  | $ | 724,062 |  | $ | 522,399

| (1) |  | The annual interest rate of the Credit Facility assumes one month LIBOR as of December 31, 2018 of 2.52%.

| (2) |  | Interest rate includes the effects of variable interest rates that have been swapped to fixed interest rates.

Senior Unsecured Revolving Credit Facility

In December 2016, the Company amended and restated the credit agreement (the “Credit Agreement”) that governs the Company’s senior unsecured revolving credit facility and the Company’s unsecured term loan facility to increase the aggregate borrowing capacity to $350.0 million. In July 2018, the Company elected to pursue commitments under the accordion option outlined in its senior unsecured revolving credit facility to increase the revolving commitments by $75.0 million, raising the total revolving commitments under the amended and restated credit agreement from $250.0 million to $325.0 million. Including the increased commitments, the amended and restated credit agreement provides for a $325.0 million unsecured revolving credit facility, a $65.0 million unsecured term loan facility and a $35.0 million unsecured term loan facility (referenced above as 2024 Term Loan Facilities). The unsecured revolving credit facility matures January 2021 with options to extend the maturity date to January 2022. The 2024 Term Loan Facilities mature January 2024. The Company has the ability to increase the aggregate borrowing capacity under the credit agreement up to $500.0 million, subject to lender approval.

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Borrowings under the revolving credit facility bear interest at LIBOR plus 85 to 155 basis points, depending on the Company’s credit rating. Additionally, the Company is required to pay a facility fee at an annual rate of 0 to 55 basis points of the total amount of the revolving credit facility, depending on the Company’s credit rating. The Credit Agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value. As of December 31, 2018, and December 31, 2017, the Company had $19.0 million and $14.0 million of outstanding borrowings under the revolving credit facility, respectively, bearing weighted average interest rates of approximately 3.38% and 2.63%, respectively. As of December 31, 2018, $306.0 million was available for borrowing under the revolving credit facility and the Company was in compliance with the credit agreement covenants

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 unsecured revolving credit facility in an amount not to exceed $14 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 million.

Unsecured Term Loan Facilities

The amended and restated credit agreement extended the maturity dates of the $65.0 million unsecured term loan facility and $35.0 million unsecured term loan facility (together, the “2024 Term Loan Facilities”) to January 2024. In connection with entering into the amended and restated credit agreement, the prior notes evidencing the existing $65.0 million unsecured term loan facility and $35.0 million unsecured term loan facility 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 swaps to effectively fix the LIBOR rate at 213 basis points until maturity. As of December 31, 2018, $100.0 million was outstanding under the 2024 Term Loan Facilities bearing an all-in interest rate of 3.13%, including the swaps.

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 to fix LIBOR at 140 basis points until maturity. As of December 31, 2018, $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.

In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matures May 2019 (the “2019 Term Loan”). Borrowings under the 2019 Term Loan are priced at LIBOR plus 170 basis points. In order to fix LIBOR on the 2019 Term Loan at 1.92% until maturity, the Company had an interest rate swap agreement in place, which was assigned by the lender under the Mortgage Note to the 2019 Term Loan lender. As of December 31, 2018, $18.5 million was outstanding under the 2019 Term Loan bearing an all-in interest rate of 3.62%, including the swap.

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 an interest rate swap to fix LIBOR at 266 basis points until maturity. As of December 31, 2018, $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

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

In July 2016, the Company and the Operating Partnership entered into a note purchase agreement with institutional purchasers. Pursuant to the note purchase agreement, the Operating Partnership completed a private placement of $60.0

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million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”). The senior unsecured notes 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 2017, the Company and the Operating Partnership entered into a note purchase agreement with institutional purchasers. Pursuant to the note purchase agreement, 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”). Closing of the private placement was consummated in September 2017; and, on that date, the Operating Partnership issued the senior unsecured notes. The senior unsecured notes 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 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”). The senior unsecured notes 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.

Mortgage Notes Payable

As of December 31, 2018, the Company had total gross mortgage indebtedness of $61.5 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $108.0 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 4.13% as of December 31, 2018 and 3.74% as of December 31, 2017.

In December 2017, the Company assumed an interest only mortgage note for $21.5 million with PNC Bank, National Association in connection with an acquisition. The mortgage note is due October 2019, secured by a multi-tenant property and has a fixed interest rate of 3.32%.

We have 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 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.

Contractual Obligations

The following table summarizes our contractual obligations by due date as of December 31, 2018:

|  | Total |  | 2019 |  | 2020 |  | 2021 |  | 2022 |  | 2023 |  | Thereafter
Mortgage Notes Payable |  | $ | 61,519 |  | $ | 24,251 |  | $ | 3,867 |  | $ | 998 |  | $ | 1,060 |  | $ | 28,726 |  | $ | 2,617
Revolving Credit Facility |  |  | 19,000 |  |  | — |  |  | — |  |  | 19,000 |  |  | — |  |  | — |  |  | —
Unsecured Term Loans |  |  | 258,543 |  |  | 18,543 |  |  | — |  |  | — |  |  | — |  |  | 40,000 |  |  | 200,000
Senior Unsecured Notes |  |  | 385,000 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 385,000
Land Lease Obligations |  |  | 8,996 |  |  | 566 |  |  | 564 |  |  | 521 |  |  | 437 |  |  | 437 |  |  | 6,471
Estimated Interest Payments on Outstanding Debt (1) |  |  | 224,019 |  |  | 28,022 |  |  | 26,928 |  |  | 26,220 |  |  | 26,132 |  |  | 24,746 |  |  | 91,972
Total |  | $ | 957,078 |  | $ | 71,383 |  | $ | 31,359 |  | $ | 46,739 |  | $ | 27,629 |  | $ | 93,909 |  | $ | 686,060

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

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

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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.

Funds from Operations (“FFO”)

The Company considers the non-GAAP measures of FFO and FFO per share/unit to be key supplemental measures of the Company's performance and should be considered along with, but not as alternatives to, net income or loss as a measure of the Company's operating performance. Historical cost accounting for real estate assets 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.

The White Paper on FFO approved by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) in April 2002, as revised in 2011 and 2018, defines FFO as net income or loss (computed in accordance with GAAP), excluding gains or losses from sales of properties and items classified by GAAP as extraordinary, plus real estate-related depreciation and amortization and impairment writedowns, and after comparable adjustments for the Company's portion of these items related to unconsolidated entities and joint ventures. The Company’s calculation of FFO may not be comparable to FFO reported by other REITs that interpret the Nareit definition differently from the Company.

To align the Company's computation of FFO with the standards established by Nareit's white paper entitled “Nareit Funds From Operations White Paper – 2018 Restatement” published in December 2018, the Company intends to modify its computation of FFO beginning in the first quarter of 2019 to calculate Nareit FFO without adding back the amortization of above and below market lease intangibles (“Nareit FFO”). In addition, the Company will introduce a new operating measure, called Core Funds From Operations ("Core FFO"), in the first quarter of 2019 which it will include in its financial reports in 2019 along with Nareit FFO and Adjusted Funds From Operations (“AFFO”). The Company believes that Core FFO, which will include the addback for above and below market lease intangibles, will more accurately compare its performance to its peers. For more information, please reference the Company's Form 8-K filed with the SEC on December 10, 2018.

The Company believes that excluding the effect of extraordinary items, real estate-related depreciation and amortization and impairments, which are based on historical cost accounting and which may be of limited significance in evaluating current performance, can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common shareholders. However, FFO may not be helpful when comparing the Company to non-REITs.

FFO does not represent cash generated from operating activities as determined by GAAP and should not be considered an alternative to net income or loss, cash flows from operations or any other operating performance measure prescribed by GAAP. FFO is not a measurement of the Company's liquidity, nor is FFO indicative of funds available to fund the Company's cash needs, including its ability to make cash distributions. These measurements do not reflect cash expenditures for long-term assets and other items that have been and will be incurred. FFO may include funds that may not be available for management's discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, and other commitments and uncertainties. To compensate for this, management considers the impact of these excluded items to the extent they are material to operating decisions or the evaluation of the Company's operating performance.

Adjusted Funds from Operations (“AFFO”)

The Company presents AFFO (including AFFO per share/unit), which adjusts FFO for certain additional items including straight-line accrued rent, deferred revenue recognition, stock based compensation expense, non-real estate depreciation and debt extinguishment costs and certain other items. The Company excludes these items as it believes it allows for meaningful comparisons with other REITs and between periods and is more indicative of the ongoing performance of its

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assets. As with FFO, the Company’s calculation of AFFO may be different from similar adjusted measures calculated by other REITs.

The following table provides a reconciliation of net income to FFO for the years ended December 31, 2018, 2017 and 2016:

|  | Year Ended
|  | December 31, 2018 |  | December 31, 2017 |  | December 31, 2016
Reconciliation from Net Income to Funds from Operations |  |  |  |  |  |
Net income |  | $ | 58,798 |  | $ | 58,790 |  | $ | 45,797
Depreciation of rental real estate assets |  |  | 24,553 |  |  | 19,507 |  |  | 15,200
Amortization of leasing costs |  |  | 191 |  |  | 163 |  |  | 125
Amortization of lease intangibles |  |  | 18,748 |  |  | 12,004 |  |  | 8,010
Provision for impairment |  |  | 2,319 |  |  | - |  |  | -
Gain on sale of assets |  |  | (11,180) |  |  | (14,193) |  |  | (9,964)
Funds from Operations |  | $ | 93,429 |  | $ | 76,271 |  | $ | 59,168
Funds from Operations Per Share - Diluted |  | $ | 2.85 |  | $ | 2.72 |  | $ | 2.54
Weighted average shares and OP units outstanding |  |  |  |  |  |  |  |  |
Basic |  |  | 32,417,874 |  |  | 27,972,721 |  |  | 23,216,355
Diluted |  |  | 32,748,741 |  |  | 28,047,966 |  |  | 23,307,418

The following table provides a reconciliation of net income to AFFO for the years ended December 31, 2018, 2017 and 2016:

|  | Year Ended
|  | December 31, 2018 |  | December 31, 2017 |  | December 31, 2016
Reconciliation from Net Income to Adjusted Funds from Operations |  |  |  |  |  |  |  |  |
Net income |  | $ | 58,798 |  | $ | 58,790 |  | $ | 45,797
Cumulative adjustments to calculate FFO |  |  | 34,631 |  |  | 17,481 |  |  | 13,371
Funds from Operations |  | $ | 93,429 |  | $ | 76,271 |  | $ | 59,168
Straight-line accrued rent |  |  | (4,648) |  |  | (3,548) |  |  | (3,582)
Deferred revenue recognition |  |  | — |  |  | — |  |  | (541)
Deferred tax expense (benefit) |  |  | — |  |  | (230) |  |  | —
Stock based compensation expense |  |  | 3,227 |  |  | 2,589 |  |  | 2,441
Amortization of financing costs |  |  | 578 |  |  | 574 |  |  | 516
Non-real estate depreciation |  |  | 146 |  |  | 78 |  |  | 72
Loss on debt extinguishment |  |  | — |  |  | — |  |  | 333
Adjusted Funds from Operations |  | $ | 92,732 |  | $ | 75,734 |  | $ | 58,407
Adjusted Funds from Operations Per Share - Diluted |  | $ | 2.83 |  | $ | 2.70 |  | $ | 2.51
Additional supplemental disclosure |  |  |  |  |  |  |  |  |
Scheduled principal repayments |  | $ | 3,337 |  | $ | 3,151 |  | $ | 2,954
Capitalized interest |  | $ | 448 |  | $ | 570 |  | $ | 210
Capitalized building improvements |  | $ | 1,635 |  | $ | 1,230 |  | $ | 541

Item 7A: Quantitative and Qualitative Disclosures about Market Risk

We are exposed to interest rate risk primarily through our 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.

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Our 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, assuming no mortgage defaults.

|  | 2019 |  | 2020 |  | 2021 |  | 2022 |  | 2023 |  | Thereafter |  | Total
Mortgage Notes Payable |  | $ | 24,251 |  | $ | 3,867 |  | $ | 998 |  | $ | 1,060 |  | $ | 28,726 |  | $ | 2,617 |  | $ | 61,519
Average Interest Rate |  |  | 3.69 | % |  | 6.21 | % |  | 6.02 | % |  | 6.02 | % |  | 3.89 | % |  | 6.27 | % |  |
Unsecured Revolving Credit Facility (1) |  | $ | — |  | $ | — |  | $ | 19,000 |  | $ | — |  | $ | — |  | $ | — |  | $ | 19,000
Average Interest Rate |  |  |  |  |  |  |  |  | 3.52 | % |  |  |  |  |  |  |  |  |  |  |
Unsecured Term Loans |  | $ | 18,543 |  | $ | — |  | $ | — |  | $ | — |  | $ | 40,000 |  | $ | 200,000 |  | $ | 258,543
Average Interest Rate |  |  | 3.62 | % |  |  |  |  |  |  |  |  |  |  | 2.40 | % |  | 3.69 | % |  |
Senior Unsecured Notes |  | $ | — |  | $ | — |  | $ | — |  | $ | — |  | $ | — |  | $ | 385,000 |  | $ | 385,000
Average Interest Rate |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4.27 | % |  |

| (1) |  | The balloon payment balance includes the balance outstanding under the Credit Facility as of December 31, 2018. The Credit Facility matures in January 2021, with options to extend the maturity for one year at the Company’s election, subject to certain conditions.

The fair value is estimated at $61.6 million and $640.4 million for mortgage notes payable and unsecured term loans and notes, respectively, as of December 31, 2018.

The table above incorporates those exposures that exist as of December 31, 2018; it does not consider those exposures or positions which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

We seek 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 we deem such conversion advantageous. From time to time, we 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 us 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 April 2012, the Company entered into an amortizing forward-starting interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $22.3 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 1.92%. The notional amount as of December 31, 2018 was $18.5 million. This swap effectively converted $22.3 million of variable-rate borrowings to fixed-rate borrowings from July 1, 2013 to May 1, 2019. As of December 31, 2018, this interest rate swap was valued as an asset of approximately $0.0 million.

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 receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.20%. This swap effectively converted $35.0 million of variable-rate

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borrowings to fixed-rate borrowings from October 3, 2013 to September 29, 2020. As of December 31, 2018, this interest rate swap was valued as asset of approximately $0.2 million.

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, 2018, this interest rate swap was valued as an asset of approximately $0.6 million.

In September 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 converted $40.0 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. As of December 31, 2018, this interest rate swap was valued as an asset of approximately $1.8 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 converted $100.0 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. As of December 31, 2018, this interest rate swap was valued as a liability of approximately $1.1 million.

We do not use derivative instruments for trading or other speculative purposes and we did not have any other derivative instruments or hedging activities as of December 31, 2018.

As of December 31, 2018, a 100 basis point increase in interest rates on the portion of our debt bearing interest at variable rates would have resulted in an increase in interest expense of approximately $0.2 million.

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

There are no disagreements with our independent registered public accounting firm on accounting matters or financial disclosure.

Item 9A: Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, we 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 principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

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

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to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

| 1) |  | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;

| 2) |  | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

| 3) |  | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, our management believes that we maintained effective internal control over financial reporting as of December 31, 2018.

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 required under this item is contained on page F‑2 of this Annual Report on Form 10‑K.

Item 9B: Other Information

None.

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PART III

Item 10: Directors, Executive Officers and Corporate Governance

The information required by this item is set forth under the following captions in our proxy statement to be filed with respect to our 2019 Annual Meeting of Shareholders (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 – Section 16(a) Beneficial Ownership Reporting Compliance” and “Additional Information – Proposals for 2019 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 Officer 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, 2018.

|  |  |  |  |  | Number of Securities |
|  |  |  |  |  | Remaining Available for |
|  | Number of Securities to |  |  |  | Future Issuance Under |
|  | be Issued Upon |  | Weighted Average |  | Equity Compensation |
|  | Exercise of Outstanding |  | Exercise Price of |  | Plans (Excluding |
|  | Options, Warrants and |  | Outstanding Options, |  | Securities Reflected in |
|  | Rights |  | Warrant and Rights |  | Column (a)) |
Plan Category |  | (a) |  | (b) |  | (c) |
Equity Compensation Plans Approved by Security Holders |  | — |  | — |  | 422,650 | (1)
Equity Compensation Plans Not Approved by Security Holders |  | — |  | — |  | — |
Total |  | — |  | — |  | 422,650 |

| (1) |  | Relates to various stock-based awards available for issuance under our 2014 Omnibus Incentive Plan, including incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, unrestricted stock awards and dividend equivalent rights.

Additonal information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management.”

Item 13: Certain Relationships, Related Transactions and Director Independence

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

Item 14: Principal Accounting Fees and Services

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

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PART IV

ITEM 15: Exhibits and Financial Statement Schedules

15(a)(1). |  | The following documents are filed as a part of this Annual Report on Form 10‑K:
|  |  Reports of Independent Registered Public Accounting Firms
|  |  Consolidated Balance Sheets as of December 31, 2018 and 2017
|  |  Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016
|  |  Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2018, 2017 and 2016
|  |  Consolidated Statements of Cash Flow for the Years Ended December 31, 2018, 2017 and 2016
|  |  Notes to the Consolidated Financial Statements
15(a)(2). |  | The following is a list of the financial statement schedules required by Item 8:
|  | Schedule III – Real Estate and Accumulated Depreciation
15(a)(3). |  | Exhibits

Exhibit No. |  | Description
3.1 |  | Articles of Incorporation of the Company, including all amendments and articles supplementary thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10‑Q (for the quarter ended June 30, 2013).
3.2 |  | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8‑K filed on May 9, 2013).
3.3 |  | Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8‑K filed on May 6, 2015).
3.4 |  | Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8‑K filed on May 3, 2016).
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).
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).
10.1 |  | Term Loan Agreement, dated July 1, 2016, among Agree Limited Partnership, Capital One, National Association, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).

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10.2 |  | Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 15, 2016, among Agree Limited Partnership, as the Borrower, the Company, as the parent, certain subsidiaries of the Borrower, as guarantors, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2016).
10.3 |  | First Amendment and Joinder to Term Loan Agreement, dated December 15, 2016, by and among Agree Limited Partnership, the Company, the other guarantors party thereto, the lenders party thereto and Capital One, National Association (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2016).
10.4 |  | Note Purchase Agreement, dated as of August 3, 2017, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2017).
10.5 |  | Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and Annuity Associate of America (“TIAA”) and each TIAA Affiliate (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2017).
10.6 |  | Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and AIG Asset Management (U.S.), LLC (“AIG”) and each AIG Affiliate (as defined therein) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2017).
10.7 |  | First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of April 22, 1994, by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2012).
10.8 |  | Second Amendment to First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of March 20, 2013, by and among the Company, Agree Limited Partnership and Richard Agree (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2013).
10.9+ |  | Agree Realty Corporation Profit Sharing Plan (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10‑K for the year ended December 31, 1996).
10.10+ |  | Amended Employment Agreement, dated July 1, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2014).
10.11+ |  | Amended Employment Agreement, dated July 1, 2014, by and between the Company and Joey Agree (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2014).
10.12+ |  | Letter Agreement of Employment dated April 5, 2010 between Agree Limited Partnership and Laith Hermiz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed on April 6, 2010).
10.13+ |  | Employment Agreement, dated October 20, 2017, between Agree Realty Corporation and Clayton R. Thelen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed on November 1, 2017).
10.14* |  | Summary of Director Compensation.

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10.15+ |  | Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014).
10.16+ |  | Form of Restricted Stock Agreement under the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.17+ |  | Form of Performance Share Award Agreement pursuant to the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.18+ |  | Agree Realty Corporation 2017 Executive Incentive Plan, dated February 16, 2017 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.19 |  | Note Purchase Agreement dated as of May 28, 2015 by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed on June 1, 2015).
10.20 |  | Note Purchase Agreement, dated as of July 28, 2016, by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).
10.21 |  | Increase Agreement, dated July 18, 2018 among Agree Limited Partnership, as the Borrower, the Company, as the parent, PNC Bank, National Association and the other lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 23, 2018).
10.22 |  | Form of Revolving Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 23, 2018).
10.23 |  | First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation and Teachers Insurance and Annuity Association of America (“TIAA”) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
10.24 |  | First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation, AIG Asset Management (U.S.), LLC and the institutional investors named therein (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
10.25* |  | Second Amendment to Term Loan Agreement dated November 2, 2018, among Agree Limited Partnership, Capital One, National Association, and Raymond James Bank, N.A.
10.26* |  | First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 17, 2018, among the Company, PNC Bank, National Association and the other lenders party thereto.
10.27* |  | Term Loan Agreement, dated December 27, 2018, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto.
10.28* |  | Guaranty, dated as of December 27, 2018, by and among the Company and each of the subsidiaries of Agree Limited Partnership party thereto.

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10.29* |  | Reimbursement Agreement, dated as of November 18, 2014, by and between the Company and Richard Agree.
21* |  | Subsidiaries 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.
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.
99.1* |  | Material Federal Income Tax Considerations.
101* |  | The following materials from Agree Realty Corporation’s Annual Report on Form 10‑K for the year ended December 31, 2018 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 Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements, tagged as blocks of text.

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

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

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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AGREE REALTY CORPORATION

1 |  |  |
By: | /s/ Joel N. Agree |  | Date: February 21, 2019
| Joel N. Agree |  |
| President and Chief Executive Officer |  |

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

PURSUANT to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 21st day of February 2019.

By: | /s/ Richard Agree |  | Date: February 21, 2019
| Richard Agree |  |
| Executive Chairman of the Board of Directors |  |
By: | /s/ Joel N. Agree |  | Date: February 21, 2019
| Joel N. Agree |  |
| President, Chief Executive Officer and Director |  |
| (Principal Executive Officer) |  |
By: | /s/ Clayton Thelen |  | Date: February 21, 2019
| Clayton Thelen |  |
| Chief Financial Officer and Secretary |  |
| (Principal Financial and Accounting Officer) |  |
By: | /s/ Craig Erlich |  | Date: February 21, 2019
| Craig Erlich |  |
| Director |  |
By: | /s/ Merrie S. Frankel |  | Date: February 21, 2019
| Merrie S. Frankel |  |
| Director |  |
By: | /s/ Farris G. Kalil |  | Date: February 21, 2019
| Farris G. Kalil |  |
| Director |  |
By: | /s/ Greg Lehmkuhl |  | Date: February 21, 2019
| Greg Lehmkuhl |  |
| Director |  |

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By: | /s/ John Rakolta |  | Date: February 21, 2019
| John Rakolta Jr. |  |
| Director |  |
By: | /s/ Jerome Rossi |  | Date: February 21, 2019
| Jerome Rossi |  |
| Director |  |
By: | /s/ William S. Rubenfaer |  | Date: February 21, 2019
| William S. Rubenfaer |  |
| Director |  |

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| Page
Reports of Independent Registered Public Accounting Firm | F-2
Financial Statements |
Consolidated Balance Sheets | F-4
Consolidated Statements of Operations and Comprehensive Income | F-6
Consolidated Statements of Equity | F-7
Consolidated Statements of Cash Flows | F-8
Notes to Consolidated Financial Statements | F-9
Schedule III - Real Estate and Accumulated Depreciation | F-30

F-1

| Suite 800 ‑2366
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

Board of Directors and Shareholders

Agree Realty Corporation

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2018, 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, 2018, 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, 2018, and our report dated February 21, 2019 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 |
Southfield, Michigan |
February 21, 2019 |

F-2

| Suite 800 ‑262‑1950 ‑350‑3581
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

Board of Directors and Shareholders

Agree Realty Corporation

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2018 and 2017, 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, 2018, and the related notes and schedules (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, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, 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, 2018, 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 21, 2019 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 supporting 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.

/s/ Grant Thornton LLP |
We have served as the Company’s auditor since 2013. |
Southfield, Michigan |
February 21, 2019 |

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AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

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

|  | December 31, |  | December 31,
|  | 2018 |  | 2017
ASSETS |  |  |  |  |  |
Real Estate Investments |  |  |  |  |  |
Land |  | $ | 553,704 |  | $ | 405,457
Buildings |  |  | 1,194,985 |  |  | 868,396
Less accumulated depreciation |  |  | (100,312) |  |  | (85,239)
|  |  | 1,648,377 |  |  | 1,188,614
Property under development |  |  | 12,957 |  |  | 25,402
Net Real Estate Investments |  |  | 1,661,334 |  |  | 1,214,016
Real Estate Held for Sale, net |  |  | — |  |  | 2,420
Cash and Cash Equivalents |  |  | 53,955 |  |  | 50,807
Cash Held in Escrows |  |  | 20 |  |  | 7,975
Accounts Receivable - Tenants, net of allowance of |  |  |  |  |  |
$289 and $296 for possible losses at December 31, 2018 and December 31, 2017, respectively |  |  | 21,547 |  |  | 15,477
Unamortized Deferred Expenses |  |  |  |  |  |
Credit facility finance costs, net of accumulated amortization of $886 and $433 at December 31, 2018 and December 31, 2017, respectively |  |  | 1,126 |  |  | 1,174
Leasing costs, net of accumulated amortization of $901 and $814 at December 31, 2018 and December 31, 2017, respectively |  |  | 2,652 |  |  | 1,583
Lease intangibles, net of accumulated amortization of $62,543 and $41,390 at December 31, 2018 and December 31, 2017, respectively |  |  | 280,153 |  |  | 195,158
Interest Rate Swaps |  |  | 2,539 |  |  | 1,592
Other Assets, net |  |  | 4,863 |  |  | 4,432
Total Assets |  | $ | 2,028,189 |  | $ | 1,494,634

See accompanying notes to consolidated financial statements.

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AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

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

|  | December 31, |  | December 31,
|  | 2018 |  | 2017
LIABILITIES |  |  |  |  |  |
Mortgage Notes Payable, net |  | $ | 60,926 |  | $ | 88,270
Unsecured Term Loans, net |  |  | 256,419 |  |  | 158,171
Senior Unsecured Notes, net |  |  | 384,064 |  |  | 259,122
Unsecured Revolving Credit Facility |  |  | 19,000 |  |  | 14,000
Dividends and Distributions Payable |  |  | 21,031 |  |  | 16,303
Deferred Revenue |  |  | 4,627 |  |  | 1,837
Accrued Interest Payable |  |  | 4,779 |  |  | 3,412
Accounts Payable and Accrued Expenses |  |  | 9,897 |  |  | 11,165
Lease intangibles, net of accumulated amortization of |  |  |  |  |  |
$15,177 and $11,357 at December 31, 2018 and December 31, 2017, respectively |  |  | 27,218 |  |  | 30,350
Interest Rate Swaps |  |  | 1,135 |  |  | 242
Deferred Income Taxes |  |  | 475 |  |  | 475
Tenant Deposits |  |  | 132 |  |  | 97
Total Liabilities |  |  | 789,703 |  |  | 583,444
EQUITY |  |  |  |  |  |
Common stock, $.0001 par value, 45,000,000 shares authorized, 37,545,790 and 31,004,900 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively |  |  | 4 |  |  | 3
Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized Series A junior participating preferred stock, $.0001 par value, 200,000 authorized, no shares issued and outstanding |  |  | — |  |  | —
Additional paid-in-capital |  |  | 1,277,592 |  |  | 936,046
Dividends in excess of net income |  |  | (42,945) |  |  | (28,763)
Accumulated other comprehensive income |  |  | 1,424 |  |  | 1,375
Total Equity - Agree Realty Corporation |  |  | 1,236,075 |  |  | 908,661
Non-controlling interest |  |  | 2,411 |  |  | 2,529
Total Equity |  |  | 1,238,486 |  |  | 911,190
Total Liabilities and Equity |  | $ | 2,028,189 |  | $ | 1,494,634

See accompanying notes to consolidated financial statements.

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AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

|  | For the Year Ended December 31,
|  | 2018 |  | 2017 |  | 2016
Revenues |  |  |  |  |  |  |  |  |
Minimum rents |  | $ | 132,814 |  | $ | 105,074 |  | $ | 84,031
Percentage rents |  |  | 261 |  |  | 244 |  |  | 197
Operating cost reimbursement |  |  | 14,887 |  |  | 10,752 |  |  | 7,267
Other |  |  | 233 |  |  | 485 |  |  | 32
Total Revenues |  |  | 148,195 |  |  | 116,555 |  |  | 91,527
Operating Expenses |  |  |  |  |  |  |  |  |
Real estate taxes |  |  | 10,721 |  |  | 8,204 |  |  | 5,459
Property operating expenses |  |  | 5,645 |  |  | 3,610 |  |  | 2,484
Land lease expense |  |  | 645 |  |  | 653 |  |  | 653
General and administrative |  |  | 12,165 |  |  | 9,722 |  |  | 7,862
Depreciation and amortization |  |  | 43,698 |  |  | 31,752 |  |  | 23,407
Provision for impairment |  |  | 2,319 |  |  | — |  |  | —
Total Operating Expenses |  |  | 75,193 |  |  | 53,941 |  |  | 39,865
Income from Operations |  |  | 73,002 |  |  | 62,614 |  |  | 51,662
Other (Expense) Income |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | (24,872) |  |  | (18,137) |  |  | (15,343)
Gain (loss) on sale of assets, net |  |  | 11,180 |  |  | 14,193 |  |  | 9,964
Income tax expense |  |  | (516) |  |  | (227) |  |  | (153)
Loss on debt extinguishment |  |  | — |  |  | — |  |  | (333)
Other (expense) income |  |  | 4 |  |  | 347 |  |  | —
Net Income |  |  | 58,798 |  |  | 58,790 |  |  | 45,797
Less Net Income Attributable to Non-Controlling Interest |  |  | 626 |  |  | 678 |  |  | 679
Net Income Attributable to Agree Realty Corporation |  | $ | 58,172 |  | $ | 58,112 |  | $ | 45,118
Net Income Per Share Attributable to Agree Realty Corporation |  |  |  |  |  |  |  |  |
Basic |  | $ | 1.80 |  | $ | 2.09 |  | $ | 1.97
Diluted |  | $ | 1.78 |  | $ | 2.08 |  | $ | 1.97
Other Comprehensive Income |  |  |  |  |  |  |  |  |
Net income |  | $ | 58,798 |  | $ | 58,790 |  | $ | 45,797
Other Comprehensive Income (Loss) - Change in Fair Value of Interest Rate Swaps |  |  | 54 |  |  | 1,935 |  |  | 2,618
Total Comprehensive Income |  |  | 58,852 |  |  | 60,725 |  |  | 48,415
Less Comprehensive Income Attributable to Non-Controlling Interest |  |  | 631 |  |  | 702 |  |  | 703
Comprehensive Income Attributable to Agree Realty Corporation |  | $ | 58,221 |  | $ | 60,023 |  | $ | 47,712
Weighted Average Number of Common Shares Outstanding - Basic: |  |  | 32,070,255 |  |  | 27,625,102 |  |  | 22,868,736
Weighted Average Number of Common Shares Outstanding - Diluted: |  |  | 32,401,122 |  |  | 27,700,347 |  |  | 22,959,799

See accompanying notes to consolidated financial statements.

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AGREE REALTY CORPORATION

CONSOLIDATED STATEMENT OF EQUITY

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

|  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Dividends in |  | Other |  |  |  |  |  |
|  | Common Stock |  | Additional |  | excess of net |  | Comprehensive |  | Non-Controlling |  | Total
|  | Shares |  | Amount |  | Paid-In Capital |  | income |  | Income (Loss) |  | Interest |  | Equity
Balance, December 31, 2015 |  | 20,637,301 |  | $ | 2 |  | $ | 482,514 |  | $ | (28,262) |  | $ | (3,130) |  | $ | 2,496 |  | $ | 453,620
Issuance of common stock, net of issuance costs |  | 5,461,459 |  |  | 1 |  |  | 228,010 |  |  | — |  |  | — |  |  | — |  |  | 228,011
Repurchase of common shares |  | (20,569) |  |  | — |  |  | (712) |  |  |  |  |  |  |  |  |  |  |  | (712)
Issuance of restricted stock under the Omnibus Incentive Plan |  | 93,363 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —
Forfeiture of restricted stock |  | (6,577) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —
Stock-based compensation |  | — |  |  | — |  |  | 2,257 |  |  | — |  |  | — |  |  | — |  |  | 2,257
Dividends and distributions declared for the period |  | — |  |  | — |  |  | — |  |  | (45,414) |  |  | — |  |  | (667) |  |  | (46,081)
Other comprehensive income (loss) - change in fair value of interest rate swaps |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,594 |  |  | 24 |  |  | 2,618
Net income |  | — |  |  | — |  |  | — |  |  | 45,118 |  |  | — |  |  | 679 |  |  | 45,797
Balance, December 31, 2016 |  | 26,164,977 |  | $ | 3 |  | $ | 712,069 |  | $ | (28,558) |  | $ | (536) |  | $ | 2,532 |  | $ | 685,510
Issuance of common stock, net of issuance costs |  | 4,786,604 |  |  | — |  |  | 222,695 |  |  | — |  |  | — |  |  | — |  |  | 222,695
Repurchase of common shares |  | (23,925) |  |  | — |  |  | (1,111) |  |  | — |  |  | — |  |  | — |  |  | (1,111)
Issuance of restricted stock under the Omnibus Incentive Plan |  | 88,466 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —
Forfeiture of restricted stock |  | (11,222) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —
Stock-based compensation |  | — |  |  | — |  |  | 2,393 |  |  | — |  |  | — |  |  | — |  |  | 2,393
Dividends and distributions declared for the period |  | — |  |  | — |  |  | — |  |  | (58,317) |  |  | — |  |  | (705) |  |  | (59,022)
Other comprehensive income (loss) - change in fair value of interest rate swaps |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,911 |  |  | 24 |  |  | 1,935
Net income |  | — |  |  | — |  |  | — |  |  | 58,112 |  |  | — |  |  | 678 |  |  | 58,790
Balance, December 31, 2017 |  | 31,004,900 |  | $ | 3 |  | $ | 936,046 |  | $ | (28,763) |  | $ | 1,375 |  | $ | 2,529 |  | $ | 911,190
Issuance of common stock, net of issuance costs |  | 6,507,263 |  |  | 1 |  |  | 339,743 |  |  | — |  |  | — |  |  | — |  |  | 339,744
Repurchase of common shares |  | (23,407) |  |  | — |  |  | (1,145) |  |  | — |  |  | — |  |  | — |  |  | (1,145)
Issuance of restricted stock under the Omnibus Incentive Plan |  | 57,882 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —
Forfeiture of restricted stock |  | (848) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —
Stock-based compensation |  | — |  |  | — |  |  | 2,948 |  |  | — |  |  | — |  |  | — |  |  | 2,948
Dividends and distributions declared for the period |  | — |  |  | — |  |  | — |  |  | (72,354) |  |  | — |  |  | (749) |  |  | (73,103)
Other comprehensive income (loss) - change in fair value of interest rate swaps |  | — |  |  | — |  |  | — |  |  | — |  |  | 49 |  |  | 5 |  |  | 54
Net income |  | — |  |  | — |  |  | — |  |  | 58,172 |  |  | — |  |  | 626 |  |  | 58,798
Balance, December 31, 2018 |  | 37,545,790 |  | $ | 4 |  | $ | 1,277,592 |  | $ | (42,945) |  | $ | 1,424 |  | $ | 2,411 |  | $ | 1,238,486

See accompanying notes to consolidated financial statements.

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AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

|  | For the Year Ended December 31,
|  | 2018 |  | 2017 |  | 2016
Cash Flows from Operating Activities |  |  |  |  |  |  |  |  |
Net income |  | $ | 58,798 |  | $ | 58,790 |  | $ | 45,797
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |  |  |  |
Depreciation |  |  | 24,699 |  |  | 19,586 |  |  | 15,274
Amortization |  |  | 18,999 |  |  | 12,166 |  |  | 8,133
Amortization from financing and credit facility costs |  |  | 1,055 |  |  | 979 |  |  | 720
Stock-based compensation |  |  | 2,948 |  |  | 2,393 |  |  | 2,257
Provision for impairment |  |  | 2,319 |  |  | — |  |  | —
Write-off of deferred costs |  |  | — |  |  | — |  |  | 333
(Gain) loss on sale of assets |  |  | (11,180) |  |  | (14,193) |  |  | (9,964)
(Increase) decrease in accounts receivable |  |  | (6,855) |  |  | (4,216) |  |  | (4,117)
(Increase) decrease in other assets |  |  | (463) |  |  | 444 |  |  | (109)
Increase (decrease) in accounts payable and accrued expenses |  |  | (1,265) |  |  | 5,265 |  |  | 1,984
Increase (decrease) in deferred revenue |  |  | 2,790 |  |  | 14 |  |  | 115
Increase (decrease) in accrued interest |  |  | 1,367 |  |  | 1,202 |  |  | 1,247
Increase (decrease) in deferred income taxes |  |  | — |  |  | (230) |  |  | —
Increase (decrease) in tenant deposits |  |  | 35 |  |  | 3 |  |  | 65
Net Cash Provided by Operating Activities |  |  | 93,247 |  |  | 82,203 |  |  | 61,735
Cash Flows from Investing Activities |  |  |  |  |  |  |  |  |
Acquisition of real estate investments and other assets |  |  | (611,129) |  |  | (319,572) |  |  | (297,868)
Development of real estate investments and other assets |  |  |  |  |  |  |  |  |
(including capitalized interest of $448 in 2018, $570 in 2017, and $210 in 2016) |  |  | (21,481) |  |  | (43,302) |  |  | (27,919)
Payment of leasing costs |  |  | (1,337) |  |  | (568) |  |  | (686)
Net proceeds from sale of assets |  |  | 65,830 |  |  | 44,343 |  |  | 28,919
Net Cash Used In Investing Activities |  |  | (568,117) |  |  | (319,099) |  |  | (297,554)
Cash Flows from Financing Activities |  |  |  |  |  |  |  |  |
Proceeds from common stock offerings, net |  |  | 339,744 |  |  | 222,695 |  |  | 228,011
Repurchase of common shares |  |  | (1,145) |  |  | (1,111) |  |  | (712)
Unsecured revolving credit facility borrowings |  |  | 363,000 |  |  | 203,000 |  |  | 252,000
Unsecured revolving credit facility repayments |  |  | (358,000) |  |  | (203,000) |  |  | (256,000)
Payments of mortgage notes payable |  |  | (27,576) |  |  | (2,412) |  |  | (31,578)
Unsecured term loan proceeds |  |  | 100,000 |  |  | — |  |  | 60,283
Payments of unsecured term loans |  |  | (761) |  |  | (739) |  |  | (239)
Senior unsecured notes proceeds |  |  | 125,000 |  |  | 100,000 |  |  | 60,000
Dividends paid |  |  | (67,638) |  |  | (55,146) |  |  | (42,058)
Distributions to Non-Controlling Interest |  |  | (737) |  |  | (695) |  |  | (657)
Payments for financing costs |  |  | (1,824) |  |  | (309) |  |  | (2,548)
Net Cash Provided by Financing Activities |  |  | 470,063 |  |  | 262,283 |  |  | 266,502
Net Increase (Decrease) in Cash and Cash Equivalents |  |  | (4,807) |  |  | 25,387 |  |  | 30,683
Cash and cash equivalents and cash held in escrow, beginning of period |  |  | 58,782 |  |  | 33,395 |  |  | 2,712
Cash and cash equivalents and cash held in escrow, end of period |  | $ | 53,975 |  | $ | 58,782 |  | $ | 33,395
Supplemental Disclosure of Cash Flow Information |  |  |  |  |  |  |  |  |
Cash paid for interest (net of amounts capitalized) |  | $ | 23,015 |  | $ | 17,331 |  | $ | 13,822
Cash paid (refunded) for income tax |  | $ | 452 |  | $ | 257 |  | $ | 153
Supplemental Disclosure of Non-Cash Investing and Financing Activities |  |  |  |  |  |  |  |  |
Shares issued under equity incentive plans (in dollars) |  | $ | 2,781 |  | $ | 4,298 |  | $ | 3,517
Dividends and limited partners’ distributions declared and unpaid |  | $ | 21,031 |  | $ | 16,303 |  | $ | 13,124
Real Estate acquisitions financed with debt assumption |  | $ | — |  | $ | 21,500 |  | $ | —

See accompanying notes to consolidated financial statements.

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

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 our common stock was listed on the New York Stock Exchange (“NYSE”) in 1994.

Our 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 99.1% interest as of December 31, 2018. Under the partnership agreement of the Operating Partnership, Agree Realty Corporation, 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 99.1% and 98.8% of the Operating Partnership as of December 31, 2018 and 2017, respectively. All material intercompany accounts and transactions are eliminated.

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.

Reclassifications

Certain reclassifications of prior period amounts have been made in the consolidated financial statements and footnotes in order to conform to the current presentation. Income tax expense is presented in Other (Expense) Income on the Consolidated Statements of Operations and Comprehensive Income. In financial statements filed prior to March 2018, income tax expense was included in general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income.

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.

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 Held for Sale based on specific criteria as outlined in Accounting Standards Codification (“ASC”) 360, Property, Plant & Equipment. Properties classified as 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 Held for Sale once management has actively

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year. Real estate held for sale consisted of the following as of December 31, 2018 and December 31, 2017 (in thousands):

|  | December 31, 2018 |  | December 31, 2017
Land |  | $ | - |  | $ | 393
Buildings |  |  | - |  |  | 1,857
Lease Intangibles (Asset) |  |  | - |  |  | 557
|  |  | - |  |  | 2,807
Accumulated depreciation and amortization |  |  | - |  |  | (387)
Total Real Estate Held for Sale, net |  | $ | - |  | $ | 2,420

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, 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. 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 whereby the Company amortizes the value attributable to the renewal over the renewal period. 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.

The fair value of identified intangible assets and liabilities acquired is amortized to depreciation and amortization over the remaining term of the related leases.

Depreciation

The Company’s real estate portfolio is depreciated using the straight-line method over the estimated remaining useful life of the properties, which are generally 40 years for buildings and 10 to 20 years for improvements. Properties classified as held for sale and properties under development are not depreciated.

Impairments

The Company reviews long-lived assets, including intangible assets, for possible impairment when certain events or changes in circumstances indicates that the carrying amount of the asset may not be recoverable though operations. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions 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.

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

Cash and Cash Equivalents

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. 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 $52.7 million and $57.5 million in cash and cash held in escrow as of December 31, 2018 and December 31, 2017, respectively, in excess of the FDIC insured limit.

Accounts Receivable – Tenants

The Company reviews its rent receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. For accrued rental revenues related to the straight-line method of reporting rental revenue, the Company performs a periodic review of receivable balances to assess the risk of uncollectible amounts and establish appropriate provisions.

The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses ("Operating Cost Reimbursement"). A portion of our Operating Cost Reimbursement Revenue is estimated each period and is recognized as revenue in the period the recoverable costs are incurred and accrued. Receivables from Operating Cost Reimbursement Revenue are included in our Accounts Receivable - Tenants line item in our Consolidated Balance Sheets. The balance of unbilled Operating Cost Reimbursement Receivable at December 31, 2018 and December 31, 2017 was $3.3 million and $1.4 million, respectively.

In addition, many of the Company’s leases contain rent escalations for which we recognize revenue on a straight-line basis over the non-cancelable lease term. This 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, 2018 and December 31, 2017 was $16.7 million and $12.9 million, respectively. To the extent any of the tenants under these leases become unable to pay their contractual cash rents, the Company may be required to write down the straight-line rent receivable from those tenants, which would reduce operating income.

Sales Tax

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

Unamortized Deferred Expenses

Deferred expenses include debt financing costs related to the Company’s revolving credit facility, leasing costs and lease intangibles, and are amortized as follows: (i) debt financing costs related to the line of credit on a straight-line basis to interest expense over the term of the related loan, which approximates the effective interest method; (ii) leasing costs on a straight-line basis to amortization over the term of the related lease entered into; and (iii) lease intangibles on a straight-line basis to amortization over the remaining term of the related lease acquired.

F-11

Table of Contents

| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

The following schedule summarizes the Company’s amortization of deferred expenses for the years ended December 31, 2018, 2017 and 2016, respectively (in thousands):

|  | For the Year Ended December 31,
|  | 2018 |  | 2017 |  | 2016
Credit Facility Financing Costs |  | $ | 477 |  | $ | 405 |  | $ | 228
Leasing Costs |  |  | 243 |  |  | 161 |  |  | 124
Lease Intangibles (Asset) |  |  | 22,650 |  |  | 16,060 |  |  | 11,093
Lease Intangibles (Liability) |  |  | (4,228) |  |  | (4,275) |  |  | (3,083)
Total |  | $ | 19,142 |  | $ | 12,351 |  | $ | 8,362

The following schedule represents estimated future amortization of deferred expenses as of December 31, 2018 (in thousands):

Year Ending December 31, |  | 2019 |  | 2020 |  | 2021 |  | 2022 |  | 2023 |  | Thereafter |  | Total
Credit Facility Financing Costs |  | $ | 556 |  | $ | 542 |  | $ | 28 |  | $ | — |  | $ | — |  | $ | — |  | $ | 1,126
Leasing Costs |  |  | 290 |  |  | 315 |  |  | 306 |  |  | 298 |  |  | 312 |  |  | 1,131 |  |  | 2,652
Lease Intangibles (Asset) |  |  | 25,690 |  |  | 25,202 |  |  | 24,517 |  |  | 23,439 |  |  | 22,080 |  |  | 159,225 |  |  | 280,153
Lease Intangibles (Liability) |  |  | (4,413) |  |  | (4,313) |  |  | (4,028) |  |  | (3,129) |  |  | (2,567) |  |  | (8,768) |  |  | (27,218)
Total |  | $ | 22,123 |  | $ | 21,746 |  | $ | 20,823 |  | $ | 20,608 |  | $ | 19,825 |  | $ | 151,588 |  | $ | 256,713

Revenue Recognition

The Company leases real estate to its tenants under long-term net leases which we account 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. Contractually obligated reimbursements from tenants for recoverable real estate taxes and operating expenses are generally included in operating costs reimbursement in the period when such expenses are incurred.

Earnings per Share

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

F-12

Table of Contents

| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

The following is a reconciliation of basic net earnings per common share computation to the denominator of the diluted net earnings per common share computation for each of the periods presented:

|  |  | Year Ended December 31,
|  |  | 2018 |  |  | 2017 |  |  | 2016
Net income attributable to Agree Realty Corporation |  | $ | 58,172 |  | $ | 58,112 |  | $ | 45,118
Less: Income attributable to unvested restricted shares |  |  | (370) |  |  | (454) |  |  | (424)
Net income used in basic and diluted earnings per share |  | $ | 57,802 |  | $ | 57,658 |  | $ | 44,694
Weighted average number of common shares outstanding |  |  | 32,281,273 |  |  | 27,852,231 |  |  | 23,096,267
Less: Unvested restricted stock |  |  | (211,018) |  |  | (227,129) |  |  | (227,531)
Weighted average number of common shares outstanding used in basic earnings per share |  |  | 32,070,255 |  |  | 27,625,102 |  |  | 22,868,736
Weighted average number of common shares outstanding used in basic earnings per share |  |  | 32,070,255 |  |  | 27,625,102 |  |  | 22,868,736
Effect of dilutive securities: Restricted stock |  |  | 69,136 |  |  | 75,245 |  |  | 91,063
Effect of dilutive securities: March 2018 forward equity offering |  |  | 198,786 |  |  | — |  |  | —
Effect of dilutive securities: September 2018 forward equity offering |  |  | 62,945 |  |  | — |  |  | —
Weighted average number of common shares outstanding used in diluted earnings per share |  |  | 32,401,122 |  |  | 27,700,347 |  |  | 22,959,799
Operating Partnership Units ("OP Units") |  |  | 347,619 |  |  | 347,619 |  |  | 347,619
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share |  |  | 32,748,741 |  |  | 28,047,966 |  |  | 23,307,418

Forward Equity Sales

In March 2018, the Company completed a forward sale agreement to sell an aggregate of 3,450,000 shares of our common stock, which included the underwriters option to purchase an additional 450,000 shares of common stock, at a public offering price of $48.00 per share, before underwriting discounts. In September 2018, the Company settled, in its entirety, the forward sale agreement and received proceeds of $160.2 million, net of underwriting discounts, fees and expenses.

In September 2018, the Company entered into a forward sale agreement to sell an aggregate of 3,500,000 shares of our common stock at a public offering price of $55.20 per share, before underwriting discounts. The Company is obligated to settle the forward sale agreement no later than September 3, 2019.

To account for the forward sale agreements, the Company considered the accounting guidance governing financial instruments and derivatives and concluded that our forward sale agreement was not a liability as it did not embody obligations to repurchase our shares nor did it embody obligations to issue a variable number of shares for which the monetary value was predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We then evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument, and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) none of the agreement’s exercise contingencies was based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own stock.

The Company also considered the potential dilution resulting from the forward sale agreement on the earnings per share calculations. The Company used the treasury stock method to determine the dilution resulting from the forward sale agreement during the period of time prior to settlement. The impact to our weighted-average number of common shares – diluted for the year ended December 31, 2018, was 261,731 weighted-average incremental shares.

F-13

Table of Contents

| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

Income Taxes

The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the 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, 2018, the Company believes it has qualified as a REIT. Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.

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 7). All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS.

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 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 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 Topic 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. ASU 2018-13 will be effective for all entities for fiscal years beginning after December 15, 2019, including interim periods in the year of adoption. Early adoption is permitted for any interim or annual period. The Company is in the process of determining the impact that the implementation of ASU 2018-13 and does not believe it will have a material effect on the Company’s financial statements.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). These amendments expand the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments to employees, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned, and the ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. ASU 2018-07 will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods in the year of adoption. Early adoption is permitted for any interim or annual period. The Company does not expect these amendments to have a material effect on its financial statements.

F-14

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

In August 2017, the FASB issued ASU No. 2017‑12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017‑12”). The objective of ASU 2017‑12 is to expand hedge accounting for both financial (interest rate) and commodity risks, and create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. ASU 2017‑12 will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods in the year of adoption. Early adoption is permitted for any interim or annual period. The Company has evaluated the impact of the implementation of ASU 2017‑12 and does not believe it will have a material effect on the Company’s financial statements.

In February 2016, the FASB issued ASU No. 2016-02 “Leases” (“ASU 2016-02”). The new standard creates Topic 842, Leases, in FASB Accounting Standards Codification (“FASB ASC”) and supersedes FASB ASC 840, Leases. ASU 2016-02 requires a lessee to recognize the assets and liabilities that arise from leases (operating and finance). ASU 2016-02 is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018. The main difference between the existing guidance on accounting for leases and the new standard is that operating leases for lessees will now be recorded in the statement of financial position as right of use assets and lease liabilities on the lessee’s balance sheet. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and operating leases. As part of ASU 2018-01, the FASB provided an optional transition method, allowing entities to not evaluate under ASC 842 land easements that existed or expired before the adoption of ASC 842 and that were not previously accounted for as leases under ASC 840. The Company will apply this practical expedient upon adoption of Topic 842. In July 2018, the FASB issued ASU 2018-11, which provides a practical expedient for lessors by class of underlying assets to not separate non-lease components from the lease component. The Company will apply the practical expedient to not separate lease and nonlease components in a contract if the timing and pattern of transfer for the lease components and nonlease components are the same and if the lease component is classified as an operating lease. As part of ASU 2018-11, the FASB provided an additional (and optional) transition method that allows entities to initially apply Topic 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. The Company will apply this practical expedient upon adoption of Topic 842. Based on its anticipated election of practical expedients, the Company anticipates that its retail leases, where it is the lessor, will continue to be accounted for as operating leases under the new standard. As part of ASU 2018-20, the FASB provided guidance requiring lessors to exclude from variable payments, lessor costs paid by lessees directly to third parties. The ASU also requires lessors to account for costs excluded from the consideration of a contract that are paid by the lessor and reimbursed by the lessee as variable payments. The Company evaluated the recognition of reimbursed costs received from the lessee and have concluded that there will be no change in current presentation based on this ASU. The Company is also the lessee under various land lease arrangements. The Company will not reassess the classification of existing land leases where it is the lessee and therefore these leases will continue to be accounted for as operating leases. Therefore, as of January 1, 2019, the Company does not currently anticipate significant changes in the accounting for its lease revenues as lessor, but does anticipate the recognition of right of use assets and related lease liabilities on its consolidated balance sheets related to land leases as lessee of less than 1.0% of total assets. In addition the Company will include the required disclosures related to the adoption of this standard. 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. The Company will continue to evaluate the impact of adopting the new leases standard on its consolidated statements of income and comprehensive income, consolidated balance sheets and related internal controls over financial reporting.

Note 3 – Real Estate Investments

Real Estate Portfolio

As of December 31, 2018, the Company owned 645 properties, with a total gross leasable area (“GLA”) of approximately 11.2 million square feet. Net Real Estate Investments totaled $1.7 billion as of December 31, 2018. As of December 31, 2017, the Company owned 436 properties, with a total gross leasable area of approximately 8.7 million square feet. Net Real Estate Investments totaled $1.2 billion as of December 31, 2017.

F-15

Table of Contents

| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

Tenant Leases

The properties that the Company owns are typically leased to tenants under long term operating leases. The leases are generally net leases which typically require the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. Certain of our properties are subject to leases under which we retain responsibility for specific costs and expenses of the property. The leases typically provide the tenant with one or more multi-year renewal options subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term. As of December 31, 2018, our portfolio had a weighted average remaining lease term of approximately 10.2 years.

As of December 31, 2018, the future minimum lease payments to be received under the terms of all non-cancellable tenant leases is as follows (in thousands):

For the Year Ending December 31, |  |  |
2019 |  | $ | 151,914
2020 |  |  | 150,504
2021 |  |  | 147,506
2022 |  |  | 143,988
2023 |  |  | 139,573
Thereafter |  |  | 902,448
Total |  | $ | 1,635,933

Since lease renewal periods are exercisable at the option of the tenant, the above table only presents future minimum lease payments due during the current lease terms. In addition, this table does not include amounts for potential variable rent increases that are based on the Consumer Price Index (“CPI”) or future contingent rents which may be received on the leases based on a percentage of the tenant’s gross sales.

Deferred Revenue

As of December 31, 2018, and December 31, 2017, there was $3.7 million and $1.8 million, respectively, in deferred revenues resulting from rents paid in advance.

Land Lease Obligations

The Company is subject to land lease agreements for certain of its properties. Land lease expense was $0.6 million, $0.7 million, and $0.7 million for the years ending December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, future annual lease commitments under these agreements are as follows (in thousands):

For the Year Ending December 31, |  |  |
2019 |  | $ | 566
2020 |  |  | 564
2021 |  |  | 521
2022 |  |  | 437
2023 |  |  | 437
Thereafter |  |  | 6,472
Total |  | $ | 8,997

Acquisitions

During 2018, the Company purchased 225 retail net lease assets for approximately $608.3 million, which includes acquisition and closing costs. These properties are located in 37 states and had a weighted average lease term of approximately 12.4 years. None of the Company’s investments during 2018 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 base rent at December 31, 2018.

F-16

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

The aggregate 2018 acquisitions were allocated approximately $164.7 million to land, $325.0 million to buildings and improvements, and $118.6 million to lease intangibles. The acquisitions were substantially all cash purchases and there was no contingent consideration associated with these acquisitions.

During 2017, the Company purchased 79 retail net lease assets for approximately $338.0 million, including acquisition and closing costs. These properties are located in 27 states and are leased for a weighted average lease term of approximately 11.1 years. None of the Company’s investments during 2017 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 base rent at December 31, 2017.

The aggregate 2017 acquisitions were allocated approximately $94.1 million to land, $172.0 million to buildings and improvements, and $71.9 million to lease intangibles and other assets. The acquisitions were substantially all cash purchases and there was no contingent consideration associated with these acquisitions. In one acquisition, the Company assumed debt of $21.5 million.

Developments

During 2018, the Company had 16 development or Partner Capital Solutions projects completed or under construction.

Dispositions

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

During 2017, the Company sold real estate properties for net proceeds of $44.3 million and a recorded net gain of $14.2 million (net of any expected losses on real estate held for sale).

During 2016, the Company sold real estate properties for net proceeds of $27.9 million and a recorded net gain of $10.0 million (net of any expected losses on real estate held for sale).

Provisions for Impairment

As a result of our review of Real Estate Investments we recognized real estate impairment charges of $2.3 million, $0.0 million and $0.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Note 4 – Debt

As of December 31, 2018, we had total indebtedness of $720.4 million, including (i) $60.9 million of mortgage notes payable; (ii) $256.4 million of unsecured term loans; (iii) $384.1 million of senior unsecured notes; and (iv) $19.0 million of borrowings under our Credit Facility. The Company was in compliance with covenant terms for all debt at December 31, 2018.

Mortgage Notes Payable

As of December 31, 2018, the Company had total gross mortgage indebtedness of $61.5 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $108.0 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 4.13% as of December 31, 2018 and 3.74% as of December 31, 2017.

F-17

Table of Contents

| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

In December 2017, the Company assumed an interest only mortgage note for $21.5 million with PNC Bank, National Association in connection with an acquisition. The mortgage note is due October 2019, secured by a multi-tenant property and has a fixed interest rate of 3.32%.

Mortgages payable consisted of the following:

|  | December 31, 2018 |  | December 31, 2017
(not presented in thousands) |  | (in thousands)
Note payable in monthly installments of interest only at LIBOR plus 160 basis points, swapped to a fixed rate of 2.49%. A balloon payment in the amount of $25,000,000 was repaid on March 29, 2018 |  | $ | — |  | $ | 25,000
Note payable in monthly installments of interest only at 3.32% per annum, with a balloon payment due October 2019 |  |  | 21,500 |  |  | 21,500
Note payable in monthly installments of $153,838, including interest at 6.90% per annum, with the final monthly payment due January 2020 |  |  | 1,922 |  |  | 3,573
Note payable in monthly installments of $23,004, including interest at 6.24% per annum, with a balloon payment of $2,781,819 due February 2020 |  |  | 2,872 |  |  | 2,963
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 |  |  | 4,959 |  |  | 5,131
Note payable in monthly installments of $91,675 including interest at 6.27% per annum, with a final monthly payment due July 2026 |  |  | 6,626 |  |  | 7,288
Total principal |  |  | 61,519 |  |  | 89,095
Unamortized debt issuance costs |  |  | (593) |  |  | (825)
Total |  | $ | 60,926 |  | $ | 88,270

The mortgage loans encumbering our 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, 2018, there were no mortgage loans with partial recourse to us.

We have 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 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.

F-18

Table of Contents

| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

Senior Unsecured Notes

The following table presents the Senior Unsecured Notes balance net of unamortized debt issuance costs as of December 31, 2018, and 2017 (in thousands):

|  | December 31, 2018 |  | December 31, 2017
2025 Senior Unsecured Notes |  | $ | 50,000 |  | $ | 50,000
2027 Senior Unsecured Notes |  |  | 50,000 |  |  | 50,000
2028 Senior Unsecured Notes |  |  | 60,000 |  |  | 60,000
2029 Senior Unsecured Notes |  |  | 100,000 |  |  | 100,000
2030 Senior Unsecured Notes |  |  | 125,000 |  |  | —
Total Principal |  |  | 385,000 |  |  | 260,000
Unamortized debt issuance costs |  |  | (936) |  |  | (878)
Total |  | $ | 384,064 |  | $ | 259,122

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 Noted”) and $50.0 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”). The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance of the exemption from registration in Section 4(a)(2) of the Securities Act.

In July 2016, the Company and the Operating Partnership entered into a note purchase agreement with institutional purchasers. Pursuant to the note purchase agreement, 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”). The senior unsecured notes 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 2017, the Company and the Operating Partnership entered into a note purchase agreement with institutional purchasers. Pursuant to the note purchase agreement, 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”). Closing of the private placement was consummated in September 2017; and, on that date, the Operating Partnership issued the senior unsecured notes. The senior unsecured notes 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 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”). The senior unsecured notes 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.

Unsecured Term Loan Facilities

The following table presents the Unsecured Term Loans balance net of unamortized debt issuance costs as of December 31, 2018 and 2017 (in thousands):

|  | December 31, 2018 |  | December 31, 2017
2019 Term Loan |  | $ | 18,543 |  | $ | 19,304
2023 Term Loan |  |  | 40,000 |  |  | 40,000
2024 Term Loan Facilities |  |  | 100,000 |  |  | 100,000
2026 Term Loan |  |  | 100,000 |  |  | —
Total Principal |  |  | 258,543 |  |  | 159,304
Unamortized debt issuance costs |  |  | (2,124) |  |  | (1,133)
Total |  | $ | 256,419 |  | $ | 158,171

F-19

Table of Contents

| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

The amended and restated credit agreement, described below, extended the maturity dates of the $65.0 million unsecured term loan facility and $35.0 million unsecured term loan facility (together, the “2024 Term Loan Facilities”) to January 2024. In connection with entering into the amended and restated credit agreement, the prior notes evidencing the existing $65.0 million unsecured term loan facility and $35.0 million unsecured term loan facility 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 swaps to effectively fix the LIBOR rate at 213 basis points until maturity (refer to Note 8 – Derivative Instruments and Hedging Activity). As of December 31, 2018, $100.0 million was outstanding under the 2024 Term Loan Facilities bearing an all-in interest rate of 3.13%, including the swaps.

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 to fix LIBOR at 140 basis points until maturity. As of December 31, 2018, $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.

In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matures May 2019 (the “2019 Term Loan”). Borrowings under the 2019 Term Loan are priced at LIBOR plus 170 basis points. In order to fix LIBOR on the 2019 Term Loan at 1.92% until maturity, the Company had an interest rate swap agreement in place, which was assigned by the lender under the Mortgage Note to the 2019 Term Loan lender. As of December 31, 2018, $18.5 million was outstanding under the 2019 Term Loan bearing an all-in interest rate of 3.62%, including the swap.

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 an interest rate swap to fix LIBOR at 266 basis points until maturity. As of December 31, 2018, $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 Revolving Credit Facility

In December 2016, the Company amended and restated the credit agreement (the “Credit Agreement”) that governs the Company’s senior unsecured revolving credit facility and the Company’s unsecured term loan facility to increase the aggregate borrowing capacity to $350.0 million. In July 2018, the Company elected to pursue commitments under the accordion option outlined in its senior unsecured revolving credit facility to increase the revolving commitments by $75.0 million, raising the total revolving commitments under the amended and restated credit agreement from $250.0 million to $325.0 million. Including the increased commitments, the amended and restated credit agreement provides for a $325.0 million unsecured revolving credit facility, a $65.0 million unsecured term loan facility and a $35.0 million unsecured term loan facility (referenced above as 2024 Term Loan Facilities). The unsecured revolving credit facility matures January 2021 with options to extend the maturity date to January 2022. The 2024 Term Loan Facilities mature January 2024. The Company has the ability to increase the aggregate borrowing capacity under the credit agreement up to $500.0 million, subject to lender approval.

Borrowings under the revolving credit facility bear interest at LIBOR plus 85 to 155 basis points, depending on the Company’s credit rating. Additionally, the Company is required to pay a facility fee at an annual rate of 0 to 55 basis points of the total amount of the revolving credit facility, depending on the Company’s credit rating. The Credit Agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value. As of December 31, 2018, and December 31, 2017, the Company had $19.0 million and $14.0 million of outstanding borrowings under the revolving credit facility, respectively, bearing weighted average interest rates of approximately 3.38% and 2.6%, respectively. As of December 31, 2018, $306.0 million was available for borrowing under the revolving credit facility and the Company was in compliance with the credit agreement covenants.

Concurrent with the amendment and restatement of the Company’s senior unsecured revolving credit facility, conforming changes were made to the 2023 Term Loan and 2019 Term Loan.

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

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 unsecured revolving credit facility in an amount not to exceed $14 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 million.

Debt Maturities

The following table presents scheduled principal payments related to our debt as of December 31, 2018 (in thousands):

|  | Scheduled |  | Balloon |  |  |
|  | Principal |  | Payment |  | Total
2019 |  | $ | 2,751 |  | $ | 40,044 |  | $ | 42,795
2020 |  |  | 1,100 |  |  | 2,767 |  |  | 3,867
2021 (1) |  |  | 998 |  |  | 19,000 |  |  | 19,998
2022 |  |  | 1,060 |  |  | — |  |  | 1,060
2023 |  |  | 1,069 |  |  | 67,656 |  |  | 68,725
Thereafter |  |  | 2,617 |  |  | 585,000 |  |  | 587,617
Total |  | $ | 9,595 |  | $ | 714,467 |  | $ | 724,062

| (1) |  | The balloon payment balance includes the balance outstanding under the Credit Facility as of December 31, 2018. The Credit Facility matures in January 2021, with options to extend the maturity for one year at the Company’s election, subject to certain conditions.

Note 5 – Common Stock

In June 2017, the Company filed an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares and warrants at an indeterminant 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 June 2017, the Company completed a follow-on underwritten offering of 2,415,000 shares of common stock. The offering, which included the full exercise of the overallotment option by the underwriters, raised net proceeds of approximately $108.0 million, after deducting the underwriting discount. The proceeds from the offering were used to repay borrowings under our revolving credit facility to fund property acquisitions and for general corporate purposes.

In May 2018, the Company entered into a $250.0 million at-the-market equity program (“ATM program”) through which the Company may, from time to time, sell shares of common stock. In addition to selling shares of common stock, the Company may enter into forward sale agreements through its ATM Program.

During the year ended December 31, 2018, the Company issued 3,057,263 shares of common stock under its ATM program at an average price of $59.28, realizing gross proceeds of approximately $181.2 million. The Company had approximately $68.8 million remaining under the ATM program as of December 31, 2018.

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 $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. As of December 31, 2018, the Company has not received proceeds from the sale of shares of its common stock by the forward purchaser. Selling common stock through the forward sale agreement

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

enabled 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. The forward sale agreement is required to be settled no later than September 3, 2019.

Note 6 – Dividends and Distribution Payable

The Company declared dividends of $2.155, $2.025 and $1.920 per share during the years ended December 31, 2018, 2017 and 2016; the dividends have been reflected for federal income tax purposes as follows:

For the Year Ended December 31, |  | 2018 |  | 2017 |  | 2016
Ordinary Income |  | $ | 1.638 |  | $ | 1.695 |  | $ | 1.557
Return of Capital |  |  | 0.517 |  |  | 0.330 |  |  | 0.363
Total |  | $ | 2.155 |  | $ | 2.025 |  | $ | 1.920

On December 4, 2018, the Company declared a dividend of $0.555 per share for the quarter ended December 31, 2018. The holders of Operating Partnership Units were entitled to an equal distribution per Operating Partnership Unit held as of December 21, 2018. The dividends and distributions payable are recorded as liabilities in the Company’s consolidated balance sheet at December 31, 2018. 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 4, 2019.

Note 7 – Income Taxes (not presented in thousands)

The Company is subject to the provisions of Financial Accounting Standards Board Accounting Standard Codification 740‑10 (“FASB 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 FASB ASC 740‑10. The Company’s Federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2015. 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.

As of December 31, 2018 and 2017, 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 Code. This transaction was accrued within the TRS entities described above. During the years ended December 31, 2018, 2017 and 2016, the Company recognized net federal and state tax expense of approximately $516,000, $227,0000 and $153,000, respectively, which are included in other expense and income in the Consolidated Statements of Operations and Comprehensive Income.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code that affected 2018, including but not limited to reducing the U.S. federal corporate rate from 35 percent to 21 percent. In connection with our initial analysis of the impact of the Tax Act, we have recorded a discrete net tax benefit related to one of the Company’s TRS entities reducing the deferred income tax liability by $230,000 in the period ending December 31, 2017. This is included in other expense and income on the Consolidated Statements of Operations and Comprehensive Income.

Note 8 – Derivative Instruments and Hedging Activity

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.)

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

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.

In April 2012, the Company entered into an amortizing forward-starting interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $22.3 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 1.92%. The notional amount as of December 31, 2018 is $18.5 million. This swap effectively converts $22.3 million of variable-rate borrowings to fixed-rate borrowings from July 1, 2013 to May 1, 2019. As of December 31, 2018, this interest rate swap was valued as an asset of approximately $0.0 million.

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 receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.20%. This swap effectively converts $35.0 million of variable-rate borrowings to fixed-rate borrowings from October 3, 2013 to September 29, 2020. As of December 31, 2018, this interest rate swap was valued as an asset of approximately $0.2 million.

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, 2018, this interest rate swap was valued as an asset of approximately $0.6 million.

In September 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, 2018, this interest rate swap was valued as an asset of approximately $1.8 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, 2018, this interest rate swap was valued as a liability of approximately $1.1 million.

Companies are required to recognize all derivative instruments as either assets or liabilities at fair value on the balance sheet. The Company has designated these derivative instruments as cash flow hedges. As such, the effective portion of changes in the fair value of the derivatives designated, and that qualify as cash flow hedges, is recorded as a component of Other Comprehensive Income (Loss). The ineffective portion of the change in fair value of the derivative instrument is recognized directly in interest expense. For the years ended December 31, 2018 and 2017, the Company has not recorded any hedge ineffectiveness in earnings. Amounts in Accumulated Other Comprehensive Income (Loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $0.8 million will be reclassified as a reduction to interest expense.

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

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

|  | Number of Instruments |  | Notional
|  | December 31, |  | December 31, |  | December 31, |  | December 31,
Interest Rate Derivatives |  | 2018 |  | 2017 |  | 2018 |  | 2017
Interest Rate Swap |  | 10 |  | 11 |  | $ | 258,543 |  | $ | 184,304

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

|  | Asset Derivatives
|  | December 31, 2018 |  | December 31, 2017
|  | Fair Value |  | Fair Value
Derivatives designated as cash flow hedges: |  |  |  |  |  |
Interest Rate Swaps |  | $ | 2,539 |  | $ | 1,592

|  | Liability Derivatives
|  | December 31, 2018 |  | December 31, 2017
|  | Fair Value |  | Fair Value
Derivatives designated as cash flow hedges: |  |  |  |  |  |
Interest Rate Swaps |  | $ | 1,135 |  | $ | 242

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, 2018 and 2017 (in thousands).

|  |  |  |  |  |  |  |  |  | Location of |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Income/(Loss) |  |
Derivatives in |  |  |  |  |  | Reclassified from |  |
Cash Flow |  |  |  |  |  | Accumulated OCI |  | Amount of Income/(Loss) Reclassified
Hedging |  |  |  | Amount of Income/(Loss) Recognized |  | into Income |  | from Accumulated OCI into Expense
Relationships |  |  |  | in OCI on Derivative (Effective Portion) |  | (Effective Portion) |  | (Effective Portion)
Twelve months ended December 31, |  |  |  | 2018 |  | 2017 |  |  |  | 2018 |  | 2017
|  | Interest rate swaps |  | $ | 193 |  | $ | 622 |  | Interest Expense |  | $ | (139) |  | $ | 1,313

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, 2018.

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, 2018, the fair value of derivatives in a net liability position related to these agreements, excluding any adjustment for nonperformance risk, was $0.6 million. As of December 31, 2018, the Company has not posted any collateral related to these net liability positions. If the Company had breached any of these provisions as of December 31, 2018, it could have been required to settle its obligations under the agreements at their termination value of $0.6 million.

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

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

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, 2018 and December 31, 2017. 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, 2018

|  |  |  |  | Gross Amounts |  | Net Amounts of |  |  |  |  |  |  |  |  |
|  |  |  |  | Offset in the |  | Assets presented |  | Gross Amounts Not Offset in the
|  | Gross Amounts |  | Statement of |  | in the statement |  | Statement of Financial Position
|  | of Recognized |  | Financial |  | of Financial |  | Financial |  | Cash Collateral |  |  |
|  | Assets |  | Position |  | Position |  | Instruments |  | Received |  | Net Amount
Derivatives |  | $ | 2,539 |  | $ | — |  | $ | 2,539 |  | $ | (575) |  | $ | — |  | $ | 1,964

Offsetting of Derivative Liabilities
As of December 31, 2018

|  |  |  |  |  |  |  | Net Amounts of |  |  |  |  |  |  |  |  |
|  |  |  |  | Gross Amounts |  | Liabilities |  |  |  |  |  |  |  |  |
|  |  |  |  | Offset in the |  | presented in the |  | Gross Amounts Not Offset in the
|  | Gross Amounts |  | Statement of |  | statement of |  | Statement of Financial Position
|  | of Recognized |  | Financial |  | Financial |  | Financial |  | Cash Collateral |  |  |
|  | Liabilities |  | Position |  | Position |  | Instruments |  | Received |  | Net Amount
Derivatives |  | $ | 1,135 |  | $ | — |  | $ | 1,135 |  | $ | (575) |  | $ | — |  | $ | 560

Offsetting of Derivative Assets
As of December 31, 2017

|  |  |  |  | Gross Amounts |  | Net Amounts of |  |  |  |  |  |  |  |  |
|  |  |  |  | Offset in the |  | Assets presented |  | Gross Amounts Not Offset in the
|  | Gross Amounts |  | Statement of |  | in the statement |  | Statement of Financial Position
|  | of Recognized |  | Financial |  | of Financial |  | Financial |  | Cash Collateral |  |  |
|  | Assets |  | Position |  | Position |  | Instruments |  | Received |  | Net Amount
Derivatives |  | $ | 1,592 |  | $ | — |  | $ | 1,592 |  | $ | (42) |  | $ | — |  | $ | 1,550

Offsetting of Derivative Liabilities
As of December 31, 2017

|  |  |  |  |  |  |  | Net Amounts of |  |  |  |  |  |  |  |  |
|  |  |  |  | Gross Amounts |  | Liabilities |  |  |  |  |  |  |  |  |
|  |  |  |  | Offset in the |  | presented in the |  | Gross Amounts Not Offset in the
|  | Gross Amounts |  | Statement of |  | statement of |  | Statement of Financial Position
|  | of Recognized |  | Financial |  | Financial |  | Financial |  | Cash Collateral |  |  |
|  | Liabilities |  | Position |  | Position |  | Instruments |  | Received |  | Net Amount
Derivatives |  | $ | 242 |  | $ | — |  | $ | 242 |  | $ | (42) |  | $ | — |  | $ | 200

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

Note 9 – Discontinued Operations

There were no properties classified as discontinued operations for the years ended December 31, 2018, 2017 and 2016.

Note 10 – Fair Value Measurements

Assets and Liabilities Measured at Fair Value

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

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

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

Derivative Financial Instruments

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, 2018, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and December 31, 2017 (in thousands):

|  | Total Fair Value |  | Level 2
December 31, 2018 |  |  |  |  |  |
Derivative assets - interest rate swaps |  | $ | 2,539 |  | $ | 2,539
Derivative liabilities - interest rate swaps |  | $ | 1,135 |  | $ | 1,135
December 31, 2017 |  |  |  |  |  |
Derivative assets - interest rate swaps |  | $ | 1,592 |  | $ | 1,592
Derivative liabilities - interest rate swaps |  | $ | 242 |  | $ | 242

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 our 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 $701.4 million and $505.6 million as of December 31, 2018 and December 31, 2017, respectively, had fair values of approximately $702.0 million and $516.5 million, respectively. Variable rate debt’s fair value is estimated to be equal to the carrying values of $19.0 million and $14.0 million as of December 31, 2018 and December 31, 2017, respectively.

Note 11 – Equity Incentive Plan

In 2014, the Company’s stockholders approved the 2014 Omnibus Incentive Plan (the “2014 Plan”), which replaced the 2005 Equity Incentive Plan. The 2014 Plan authorizes the issuance of a maximum of 700,000 shares of common stock.

No options were granted during 2018, 2017 or 2016.

Restricted common stock has been granted to certain employees under the 2014 Plan. As of December 31, 2018, there was $6.8 million of unrecognized compensation costs related to the outstanding restricted stock, which is expected to be recognized over a weighted average period of 3.3 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock.

The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The Company granted 57,247; 88,466; and 93,363 shares of restricted stock in 2018, 2017 and 2016, respectively to employees and Directors. The restricted shares vest over a five-year period based on continued service to the Company.

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

Restricted share activity is summarized as follows (in thousands, except per share data):

|  | Shares |  | Weighted Average
|  | Outstanding |  | Grant Date
|  | (in thousands) |  | Fair Value
Unvested restricted stock at December 31, 2015 |  | 213 |  | $ | 29.07
Restricted stock granted |  | 93 |  | $ | 37.67
Restricted stock vested |  | (72) |  | $ | 27.07
Restricted stock forfeited |  | (6) |  | $ | 35.58
Unvested restricted stock at December 31, 2016 |  | 228 |  | $ | 33.02
Restricted stock granted |  | 88 |  | $ | 48.59
Restricted stock vested |  | (78) |  | $ | 30.95
Restricted stock forfeited |  | (11) |  | $ | 39.68
Unvested restricted stock at December 31, 2017 |  | 227 |  | $ | 39.47
Restricted stock granted |  | 57 |  | $ | 48.85
Restricted stock vested |  | (72) |  | $ | 36.06
Restricted stock forfeited |  | (1) |  | $ | 48.28
Unvested restricted stock at December 31, 2018 |  | 211 |  | $ | 43.15

The intrinsic value of restricted shares redeemed was $1.1 million, $1.1 million and $0.7 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Performance Shares

Equity compensation awarded February 23, 2018 for certain executive officers consisted of both performance shares and restricted stock. Performance 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 MSCI US REIT Index and a defined peer group. Vesting of the performance 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 shares vest within five years of the original award date of February 23, 2018. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model using the following assumptions: (i) expected term of 2.9 years (equal to the remaining performance measurement period at the grant date), (ii) volatility of 19.1% (based on historical volatility), (iii) dividend yield of 4.36% (based on most recently paid dividend at grant date), and (iv) risk-free rate of 2.37% (interpolated based on 2-and 3- year rates). Compensation expense is amortized on a straight-line basis over a five-year period which approximates the accelerated attribution method. Compensation expense related to performance shares is determined at the grant date and is not adjusted throughout the measurement or vesting periods.

As of December 31, 2018, there was $1.4 million of total unrecognized compensation costs related to the outstanding performance shares, which is expected to be recognized over a weighted average period of 4.2 years. The Company used 0% for the forfeiture rate for determining the fair value of performance shares.

Note 12 – Profit-Sharing Plan

The Company has a discretionary profit-sharing plan whereby it contributes to the plan such amounts as the Board of Directors of the Company determines. The participants in the plan cannot make any contributions to the plan. Contributions to the plan are allocated to the employees based on their percentage of compensation to the total compensation of all employees for the plan year. Participants in the plan become fully vested after six years of service. No contributions were made to the plan in 2018, 2017, or 2016.

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| 8
Agree Realty Corporation | Notes to Consolidated Financial Statements
| December 31, 2018

Note 13 – Quarterly Financial Data (Unaudited)

The following summary represents the unaudited results of operations of the Company, expressed in thousands except per share amounts, for the periods from January 1, 2017 through December 31, 2018:

|  | 2018
|  | Three Months Ended
|  | March 31, |  | June 30, |  | September 30, |  | December 31,
Revenue |  | $ | 34,569 |  | $ | 35,711 |  | $ | 37,306 |  | $ | 40,609
Net income |  |  | 16,636 |  |  | 13,068 |  |  | 15,756 |  |  | 13,338
Net income attributable to Agree Realty Corporation |  |  | 16,451 |  |  | 12,923 |  |  | 15,586 |  |  | 13,212
Net earnings per share (1) |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.53 |  | $ | 0.42 |  | $ | 0.49 |  | $ | 0.38
Diluted |  |  | 0.53 |  |  | 0.41 |  |  | 0.48 |  |  | 0.37

|  | 2017
|  | Three Months Ended
|  | March 31, |  | June 30, |  | September 30, |  | December 31,
Revenue |  | $ | 26,560 |  | $ | 28,080 |  | $ | 30,387 |  | $ | 31,528
Net income |  |  | 14,768 |  |  | 15,067 |  |  | 12,283 |  |  | 16,672
Net income attributable to Agree Realty Corporation |  |  | 14,575 |  |  | 14,876 |  |  | 12,165 |  |  | 16,496
Net earnings per share (1) |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.56 |  | $ | 0.56 |  | $ | 0.42 |  | $ | 0.55
Diluted |  |  | 0.56 |  |  | 0.56 |  |  | 0.42 |  |  | 0.55

| (1) |  | Calculated independently for each period and consequently, the sum of the quarters may differ from the annual amount

Note 14 – 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 15 – Subsequent Events

In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to December 31, 2018 through the date on which these financial statements were available to be issued to determine whether any of these events required disclosure in the financial statements.

There were no reportable subsequent events or transactions.

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Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Real Estate Held for Investment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Borman Center, MI |  |  | — |  |  | 550,000 |  |  | 562,404 |  |  | 1,087,596 |  |  | 550,000 |  |  | 1,650,000 |  |  | 2,200,000 |  |  | 1,650,000 |  | 1977 |  | 40
Capital Plaza, KY |  |  | — |  |  | 7,379 |  |  | 2,240,607 |  |  | (455,034) |  |  | 7,379 |  |  | 1,785,573 |  |  | 1,792,952 |  |  | 1,068,905 |  | 1978 |  | 40
Grayling Plaza, MI |  |  | — |  |  | 200,000 |  |  | 1,778,657 |  |  | (37,082) |  |  | 200,000 |  |  | 1,741,575 |  |  | 1,941,575 |  |  | 1,490,177 |  | 1984 |  | 40
Omaha Store, NE |  |  | — |  |  | 150,000 |  |  | — |  |  | — |  |  | 150,000 |  |  | — |  |  | 150,000 |  |  | — |  | 1995 |  | —
Wichita Store, KS |  |  | — |  |  | 1,039,195 |  |  | 1,690,644 |  |  | (48,910) |  |  | 1,139,677 |  |  | 1,541,252 |  |  | 2,680,929 |  |  | 908,570 |  | 1995 |  | 40
Monroeville, PA |  |  | — |  |  | 6,332,158 |  |  | 2,249,724 |  |  | (2,541,849) |  |  | 3,153,890 |  |  | 2,886,143 |  |  | 6,040,033 |  |  | 1,215,639 |  | 1996 |  | 40
Boynton Beach, FL |  |  | — |  |  | 1,534,942 |  |  | 2,043,122 |  |  | 3,743,613 |  |  | 1,534,942 |  |  | 5,786,735 |  |  | 7,321,677 |  |  | 1,771,262 |  | 1996 |  | 40
Chesterfield Township, MI |  |  | — |  |  | 1,350,590 |  |  | 1,757,830 |  |  | (46,164) |  |  | 1,350,590 |  |  | 1,711,666 |  |  | 3,062,256 |  |  | 877,811 |  | 1998 |  | 40
Grand Blanc, MI |  |  | — |  |  | 1,104,285 |  |  | 1,998,919 |  |  | 43,929 |  |  | 1,104,285 |  |  | 2,042,848 |  |  | 3,147,133 |  |  | 1,019,526 |  | 1998 |  | 40
Pontiac, MI |  |  | — |  |  | 1,144,190 |  |  | 1,808,955 |  |  | (113,506) |  |  | 1,144,190 |  |  | 1,695,449 |  |  | 2,839,639 |  |  | 860,030 |  | 1998 |  | 40
Mt Pleasant Shopping Ctr, MI |  |  | — |  |  | 907,600 |  |  | 8,081,968 |  |  | (1,495,521) |  |  | 907,600 |  |  | 6,586,447 |  |  | 7,494,047 |  |  | 4,143,160 |  | 1998 |  | 40
Rochester, MI |  |  | 385,100 |  |  | 2,438,740 |  |  | 2,188,050 |  |  | 1,950 |  |  | 2,438,740 |  |  | 2,190,000 |  |  | 4,628,740 |  |  | 1,067,603 |  | 1999 |  | 40
Ypsilanti, MI |  |  | 347,820 |  |  | 2,050,000 |  |  | 2,222,097 |  |  | 32,641 |  |  | 2,050,000 |  |  | 2,254,738 |  |  | 4,304,738 |  |  | 1,070,139 |  | 1999 |  | 40
Petoskey, MI |  |  | 241,936 |  |  | — |  |  | 2,332,473 |  |  | 1,179 |  |  | — |  |  | 2,333,652 |  |  | 2,333,652 |  |  | 1,088,948 |  | 2000 |  | 40
Flint, MI |  |  | 364,922 |  |  | 2,026,625 |  |  | 1,879,700 |  |  | (1,200) |  |  | 2,026,625 |  |  | 1,878,500 |  |  | 3,905,125 |  |  | 845,333 |  | 2000 |  | 40
Flint, MI |  |  | 313,998 |  |  | 1,477,680 |  |  | 2,241,293 |  |  | — |  |  | 1,477,680 |  |  | 2,241,293 |  |  | 3,718,973 |  |  | 1,001,573 |  | 2001 |  | 40
New Baltimore, MI |  |  | 267,879 |  |  | 1,250,000 |  |  | 2,285,781 |  |  | (16,503) |  |  | 1,250,000 |  |  | 2,269,278 |  |  | 3,519,278 |  |  | 985,893 |  | 2001 |  | 40
Flint, MI |  |  | 2,175,945 |  |  | 1,729,851 |  |  | 1,798,091 |  |  | 660 |  |  | 1,729,851 |  |  | 1,798,751 |  |  | 3,528,602 |  |  | 751,315 |  | 2002 |  | 40
Indianapolis, IN |  |  | — |  |  | 180,000 |  |  | 1,117,617 |  |  | 119,931 |  |  | 180,000 |  |  | 1,237,548 |  |  | 1,417,548 |  |  | 493,063 |  | 2002 |  | 40
Big Rapids, MI |  |  | — |  |  | 1,201,675 |  |  | 2,014,107 |  |  | (2,000) |  |  | 1,201,675 |  |  | 2,012,107 |  |  | 3,213,782 |  |  | 792,310 |  | 2003 |  | 40
Flint, MI |  |  | — |  |  | — |  |  | 471,272 |  |  | (201,809) |  |  | — |  |  | 269,463 |  |  | 269,463 |  |  | 166,120 |  | 2003 |  | 40
Canton Twp, MI |  |  | — |  |  | 1,550,000 |  |  | 2,132,096 |  |  | 23,021 |  |  | 1,550,000 |  |  | 2,155,117 |  |  | 3,705,117 |  |  | 812,606 |  | 2003 |  | 40
Flint, MI |  |  | 2,521,880 |  |  | 1,537,400 |  |  | 1,961,674 |  |  | — |  |  | 1,537,400 |  |  | 1,961,674 |  |  | 3,499,074 |  |  | 727,535 |  | 2004 |  | 40
Webster, NY |  |  | — |  |  | 1,600,000 |  |  | 2,438,781 |  |  | — |  |  | 1,600,000 |  |  | 2,438,781 |  |  | 4,038,781 |  |  | 901,842 |  | 2004 |  | 40
Albion, NY |  |  | — |  |  | 1,900,000 |  |  | 3,037,864 |  |  | — |  |  | 1,900,000 |  |  | 3,037,864 |  |  | 4,937,864 |  |  | 1,072,751 |  | 2004 |  | 40
Flint, MI |  |  | 1,928,016 |  |  | 1,029,000 |  |  | 2,165,463 |  |  | (6,666) |  |  | 1,029,000 |  |  | 2,158,797 |  |  | 3,187,797 |  |  | 762,281 |  | 2004 |  | 40
Lansing, MI |  |  | — |  |  | 785,000 |  |  | 348,501 |  |  | 3,045 |  |  | 785,000 |  |  | 351,546 |  |  | 1,136,546 |  |  | 127,398 |  | 2004 |  | 40
Boynton Beach, FL |  |  | — |  |  | 1,569,000 |  |  | 2,363,524 |  |  | 3,937,044 |  |  | 1,569,000 |  |  | 6,300,568 |  |  | 7,869,568 |  |  | 1,158,794 |  | 2004 |  | 40
Midland, MI |  |  | — |  |  | 2,350,000 |  |  | 2,313,413 |  |  | (79,235) |  |  | 2,268,695 |  |  | 2,315,483 |  |  | 4,584,178 |  |  | 778,990 |  | 2005 |  | 40
Roseville, MI |  |  | — |  |  | 1,771,000 |  |  | 2,327,052 |  |  | 395 |  |  | 1,771,000 |  |  | 2,327,447 |  |  | 4,098,447 |  |  | 763,590 |  | 2005 |  | 40
Mt Pleasant, MI |  |  | — |  |  | 1,075,000 |  |  | 1,432,390 |  |  | 4,787 |  |  | 1,075,000 |  |  | 1,437,177 |  |  | 2,512,177 |  |  | 470,061 |  | 2005 |  | 40
N Cape May, NJ |  |  | — |  |  | 1,075,000 |  |  | 1,430,092 |  |  | 495 |  |  | 1,075,000 |  |  | 1,430,587 |  |  | 2,505,587 |  |  | 467,917 |  | 2005 |  | 40
Summit Twp, MI |  |  | — |  |  | 998,460 |  |  | 1,336,357 |  |  | 12,686 |  |  | 998,460 |  |  | 1,349,043 |  |  | 2,347,503 |  |  | 413,376 |  | 2006 |  | 40
Livonia, MI |  |  | — |  |  | 1,200,000 |  |  | 3,441,694 |  |  | 817,589 |  |  | 1,200,000 |  |  | 4,259,283 |  |  | 5,459,283 |  |  | 1,203,994 |  | 2007 |  | 40
Barnesville, GA |  |  | — |  |  | 932,500 |  |  | 2,091,514 |  |  | 5,490 |  |  | 932,500 |  |  | 2,097,004 |  |  | 3,029,504 |  |  | 587,567 |  | 2007 |  | 40
East Lansing, MI |  |  | — |  |  | 240,000 |  |  | 54,531 |  |  | (52,752) |  |  | 240,000 |  |  | 1,779 |  |  | 241,779 |  |  | 12,433 |  | 2007 |  | 40
Macomb Township, MI |  |  | — |  |  | 424,222 |  |  | — |  |  | — |  |  | 424,222 |  |  | — |  |  | 424,222 |  |  | — |  | 2008 |  | —

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Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Brighton, MI |  |  | — |  |  | 1,365,000 |  |  | 2,802,036 |  |  | 5,615 |  |  | 1,365,000 |  |  | 2,807,651 |  |  | 4,172,651 |  |  | 690,136 |  | 2009 |  | 40
Southfield, MI |  |  | 1,483,000 |  |  | 1,200,000 |  |  | 125,616 |  |  | 2,063 |  |  | 1,200,000 |  |  | 127,679 |  |  | 1,327,679 |  |  | 29,385 |  | 2009 |  | 40
Atchison, KS |  |  | — |  |  | 943,750 |  |  | 3,021,672 |  |  | — |  |  | 823,170 |  |  | 3,142,252 |  |  | 3,965,422 |  |  | 666,220 |  | 2010 |  | 40
Johnstown, OH |  |  | — |  |  | 485,000 |  |  | 2,799,502 |  |  | — |  |  | 485,000 |  |  | 2,799,502 |  |  | 3,284,502 |  |  | 594,895 |  | 2010 |  | 40
Lake in the Hills, IL |  |  | — |  |  | 2,135,000 |  |  | 3,328,560 |  |  | — |  |  | 1,690,000 |  |  | 3,773,560 |  |  | 5,463,560 |  |  | 796,321 |  | 2010 |  | 40
Concord, NC |  |  | — |  |  | 7,676,305 |  |  | — |  |  | — |  |  | 7,676,305 |  |  | — |  |  | 7,676,305 |  |  | — |  | 2010 |  | —
Antioch, IL |  |  | — |  |  | 1,087,884 |  |  | — |  |  | — |  |  | 1,087,884 |  |  | — |  |  | 1,087,884 |  |  | — |  | 2010 |  | —
St Augustine Shores, FL |  |  | — |  |  | 1,700,000 |  |  | 1,973,929 |  |  | (4,754) |  |  | 1,700,000 |  |  | 1,969,175 |  |  | 3,669,175 |  |  | 399,848 |  | 2010 |  | 40
Mansfield, CT |  |  | — |  |  | 700,000 |  |  | 1,902,191 |  |  | 508 |  |  | 700,000 |  |  | 1,902,699 |  |  | 2,602,699 |  |  | 386,484 |  | 2010 |  | 40
Spring Grove, IL |  |  | 2,313,000 |  |  | 1,191,199 |  |  | — |  |  | 968 |  |  | 1,192,167 |  |  | — |  |  | 1,192,167 |  |  | — |  | 2010 |  | —
Tallahassee, FL |  |  | 1,628,000 |  |  | — |  |  | 1,482,462 |  |  | — |  |  | — |  |  | 1,482,462 |  |  | 1,482,462 |  |  | 298,034 |  | 2010 |  | 40
Wilmington, NC |  |  | 2,186,000 |  |  | 1,500,000 |  |  | 1,348,591 |  |  | — |  |  | 1,500,000 |  |  | 1,348,591 |  |  | 2,848,591 |  |  | 264,100 |  | 2011 |  | 40
Marietta, GA |  |  | 900,000 |  |  | 575,000 |  |  | 696,297 |  |  | 6,359 |  |  | 575,000 |  |  | 702,656 |  |  | 1,277,656 |  |  | 131,671 |  | 2011 |  | 40
Baltimore, MD |  |  | 2,534,000 |  |  | 2,610,430 |  |  | — |  |  | (3,447) |  |  | 2,606,983 |  |  | — |  |  | 2,606,983 |  |  | — |  | 2011 |  | —
Dallas, TX |  |  | 1,844,000 |  |  | 701,320 |  |  | 778,905 |  |  | 1,042,730 |  |  | 701,320 |  |  | 1,821,635 |  |  | 2,522,955 |  |  | 326,898 |  | 2011 |  | 40
Chandler, AZ |  |  | — |  |  | 332,868 |  |  | 793,898 |  |  | 360 |  |  | 332,868 |  |  | 794,258 |  |  | 1,127,126 |  |  | 143,997 |  | 2011 |  | 40
New Lenox, IL |  |  | — |  |  | 1,422,488 |  |  | — |  |  | — |  |  | 1,422,488 |  |  | — |  |  | 1,422,488 |  |  | — |  | 2011 |  | 40
Roseville, CA |  |  | 4,752,000 |  |  | 2,800,000 |  |  | 3,695,455 |  |  | (96,364) |  |  | 2,695,636 |  |  | 3,703,455 |  |  | 6,399,091 |  |  | 678,903 |  | 2011 |  | 40
Fort Walton Beach, FL |  |  | 1,768,000 |  |  | 542,200 |  |  | 1,958,790 |  |  | 88,778 |  |  | 542,200 |  |  | 2,047,568 |  |  | 2,589,768 |  |  | 355,279 |  | 2011 |  | 40
Leawood, KS |  |  | 2,872,167 |  |  | 989,622 |  |  | 3,003,541 |  |  | 16,197 |  |  | 989,622 |  |  | 3,019,738 |  |  | 4,009,360 |  |  | 528,452 |  | 2011 |  | 40
Salt Lake City, UT |  |  | — |  |  | — |  |  | 6,810,104 |  |  | (44,416) |  |  | — |  |  | 6,765,688 |  |  | 6,765,688 |  |  | 1,219,467 |  | 2011 |  | 40
Burton, MI |  |  | — |  |  | 80,000 |  |  | — |  |  | — |  |  | 80,000 |  |  | — |  |  | 80,000 |  |  | — |  | 2011 |  | —
Macomb Township, MI |  |  | 1,793,000 |  |  | 1,605,134 |  |  | — |  |  | — |  |  | 1,605,134 |  |  | — |  |  | 1,605,134 |  |  | — |  | 2012 |  | —
Madison, AL |  |  | 1,552,000 |  |  | 675,000 |  |  | 1,317,927 |  |  | — |  |  | 675,000 |  |  | 1,317,927 |  |  | 1,992,927 |  |  | 230,637 |  | 2012 |  | 40
Walker, MI |  |  | 887,000 |  |  | 219,200 |  |  | 1,024,738 |  |  | — |  |  | 219,200 |  |  | 1,024,738 |  |  | 1,243,938 |  |  | 172,924 |  | 2012 |  | 40
Portland, OR |  |  | — |  |  | 7,969,403 |  |  | — |  |  | 161 |  |  | 7,969,564 |  |  | — |  |  | 7,969,564 |  |  | — |  | 2012 |  | —
Cochran, GA |  |  | — |  |  | 365,714 |  |  | 2,053,726 |  |  | — |  |  | 365,714 |  |  | 2,053,726 |  |  | 2,419,440 |  |  | 333,732 |  | 2012 |  | 40
Baton Rouge, LA |  |  | — |  |  | — |  |  | 1,188,322 |  |  | — |  |  | — |  |  | 1,188,322 |  |  | 1,188,322 |  |  | 195,578 |  | 2012 |  | 40
Southfield, MI |  |  | — |  |  | 1,178,215 |  |  | — |  |  | — |  |  | 1,178,215 |  |  | — |  |  | 1,178,215 |  |  | — |  | 2012 |  | —
Clifton Heights, PA |  |  | — |  |  | 2,543,941 |  |  | 3,038,561 |  |  | (3,105) |  |  | 2,543,941 |  |  | 3,035,456 |  |  | 5,579,397 |  |  | 490,102 |  | 2012 |  | 40
Newark, DE |  |  | — |  |  | 2,117,547 |  |  | 4,777,516 |  |  | (4,881) |  |  | 2,117,547 |  |  | 4,772,635 |  |  | 6,890,182 |  |  | 770,645 |  | 2012 |  | 40
Vineland, NJ |  |  | — |  |  | 4,102,710 |  |  | 1,501,854 |  |  | 7,986 |  |  | 4,102,710 |  |  | 1,509,840 |  |  | 5,612,550 |  |  | 243,780 |  | 2012 |  | 40
Fort Mill, SC |  |  | — |  |  | 750,000 |  |  | 1,187,380 |  |  | — |  |  | 750,000 |  |  | 1,187,380 |  |  | 1,937,380 |  |  | 190,475 |  | 2012 |  | 40
Spartanburg, SC |  |  | — |  |  | 250,000 |  |  | 765,714 |  |  | 4,387 |  |  | 250,000 |  |  | 770,101 |  |  | 1,020,101 |  |  | 122,696 |  | 2012 |  | 40
Springfield, IL |  |  | — |  |  | 302,520 |  |  | 653,654 |  |  | 10,255 |  |  | 302,520 |  |  | 663,909 |  |  | 966,429 |  |  | 105,247 |  | 2012 |  | 40
Jacksonville, NC |  |  | — |  |  | 676,930 |  |  | 1,482,748 |  |  | — |  |  | 676,930 |  |  | 1,482,748 |  |  | 2,159,678 |  |  | 234,768 |  | 2012 |  | 40
Morrow, GA |  |  | — |  |  | 525,000 |  |  | 1,383,489 |  |  | (99,849) |  |  | 525,000 |  |  | 1,283,640 |  |  | 1,808,640 |  |  | 201,194 |  | 2012 |  | 40

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Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Charlotte, NC |  |  | — |  |  | 1,822,900 |  |  | 3,531,275 |  |  | (570,844) |  |  | 1,822,900 |  |  | 2,960,431 |  |  | 4,783,331 |  |  | 458,551 |  | 2012 |  | 40
Lyons, GA |  |  | — |  |  | 121,627 |  |  | 2,155,635 |  |  | (103,392) |  |  | 121,627 |  |  | 2,052,243 |  |  | 2,173,870 |  |  | 313,088 |  | 2012 |  | 40
Fuquay-Varina, NC |  |  | — |  |  | 2,042,225 |  |  | 1,763,768 |  |  | (255,778) |  |  | 2,042,225 |  |  | 1,507,990 |  |  | 3,550,215 |  |  | 229,873 |  | 2012 |  | 40
Minneapolis, MN |  |  | — |  |  | 1,088,015 |  |  | 345,958 |  |  | (54,430) |  |  | 826,635 |  |  | 552,908 |  |  | 1,379,543 |  |  | 83,659 |  | 2012 |  | 40
Lake Zurich, IL |  |  | — |  |  | 780,974 |  |  | 7,909,277 |  |  | 28,174 |  |  | 780,974 |  |  | 7,937,451 |  |  | 8,718,425 |  |  | 1,198,856 |  | 2012 |  | 40
Lebanon, VA |  |  | — |  |  | 300,000 |  |  | 612,582 |  |  | 20,380 |  |  | 300,000 |  |  | 632,962 |  |  | 932,962 |  |  | 100,853 |  | 2012 |  | 40
Harlingen, TX |  |  | — |  |  | 430,000 |  |  | 1,614,378 |  |  | 12,854 |  |  | 430,000 |  |  | 1,627,232 |  |  | 2,057,232 |  |  | 244,083 |  | 2012 |  | 40
Pensacola, FL |  |  | — |  |  | 650,000 |  |  | 1,165,415 |  |  | 12,854 |  |  | 650,000 |  |  | 1,178,269 |  |  | 1,828,269 |  |  | 176,739 |  | 2012 |  | 40
Pensacola, FL |  |  | — |  |  | 400,000 |  |  | 1,507,583 |  |  | 12,854 |  |  | 400,000 |  |  | 1,520,437 |  |  | 1,920,437 |  |  | 228,067 |  | 2012 |  | 40
Venice, FL |  |  | — |  |  | 1,300,196 |  |  | — |  |  | 4,892 |  |  | 1,305,088 |  |  | — |  |  | 1,305,088 |  |  | — |  | 2012 |  | —
St. Joseph, MO |  |  | — |  |  | 377,620 |  |  | 7,639,521 |  |  | — |  |  | 377,620 |  |  | 7,639,521 |  |  | 8,017,141 |  |  | 1,130,012 |  | 2013 |  | 40
Statham, GA |  |  | — |  |  | 191,919 |  |  | 3,851,073 |  |  | — |  |  | 191,919 |  |  | 3,851,073 |  |  | 4,042,992 |  |  | 569,636 |  | 2013 |  | 40
North Las Vegas, NV |  |  | — |  |  | 214,552 |  |  | 717,435 |  |  | — |  |  | 214,552 |  |  | 717,435 |  |  | 931,987 |  |  | 105,373 |  | 2013 |  | 40
Memphis, TN |  |  | — |  |  | 322,520 |  |  | 748,890 |  |  | — |  |  | 322,520 |  |  | 748,890 |  |  | 1,071,410 |  |  | 109,216 |  | 2013 |  | 40
Rancho Cordova, CA |  |  | — |  |  | 1,339,612 |  |  | — |  |  | — |  |  | 1,339,612 |  |  | — |  |  | 1,339,612 |  |  | — |  | 2013 |  | —
Kissimmee, FL |  |  | — |  |  | 1,453,500 |  |  | 971,683 |  |  | — |  |  | 1,453,500 |  |  | 971,683 |  |  | 2,425,183 |  |  | 139,680 |  | 2013 |  | 40
Pinellas Park, FL |  |  | — |  |  | 2,625,000 |  |  | 874,542 |  |  | 4,163 |  |  | 2,625,000 |  |  | 878,705 |  |  | 3,503,705 |  |  | 122,579 |  | 2013 |  | 40
Manchester, CT |  |  | — |  |  | 397,800 |  |  | 325,705 |  |  | — |  |  | 397,800 |  |  | 325,705 |  |  | 723,505 |  |  | 46,143 |  | 2013 |  | 40
Rapid City, SD |  |  | — |  |  | 1,017,800 |  |  | 2,348,032 |  |  | — |  |  | 1,017,800 |  |  | 2,348,032 |  |  | 3,365,832 |  |  | 330,191 |  | 2013 |  | 40
Chicago, IL |  |  | — |  |  | 272,222 |  |  | 649,063 |  |  | 2,451 |  |  | 272,222 |  |  | 651,514 |  |  | 923,736 |  |  | 90,845 |  | 2013 |  | 40
Brooklyn, OH |  |  | — |  |  | 3,643,700 |  |  | 15,079,714 |  |  | 14,207 |  |  | 3,643,700 |  |  | 15,093,921 |  |  | 18,737,621 |  |  | 2,074,053 |  | 2013 |  | 40
Madisonville, TX |  |  | — |  |  | 96,680 |  |  | 1,087,642 |  |  | 11,850 |  |  | 96,680 |  |  | 1,099,492 |  |  | 1,196,172 |  |  | 150,230 |  | 2013 |  | 40
Forest, MS |  |  | — |  |  | — |  |  | 1,298,176 |  |  | 21,925 |  |  | — |  |  | 1,320,101 |  |  | 1,320,101 |  |  | 178,719 |  | 2013 |  | 40
Sun Valley, NV |  |  | — |  |  | 308,495 |  |  | 1,373,336 |  |  | (51,008) |  |  | 253,495 |  |  | 1,377,328 |  |  | 1,630,823 |  |  | 183,574 |  | 2013 |  | 40
Rochester, NY |  |  | — |  |  | 2,500,000 |  |  | 7,398,639 |  |  | 2,017 |  |  | 2,500,000 |  |  | 7,400,656 |  |  | 9,900,656 |  |  | 978,930 |  | 2013 |  | 40
Allentown, PA |  |  | — |  |  | 2,525,051 |  |  | 7,896,613 |  |  | — |  |  | 2,525,051 |  |  | 7,896,613 |  |  | 10,421,664 |  |  | 1,044,656 |  | 2013 |  | 40
Casselberry, FL |  |  | — |  |  | 1,804,000 |  |  | 793,101 |  |  | — |  |  | 1,804,000 |  |  | 793,101 |  |  | 2,597,101 |  |  | 107,399 |  | 2013 |  | 40
Berwyn, IL |  |  | — |  |  | 186,791 |  |  | 933,959 |  |  | 3,925 |  |  | 186,791 |  |  | 937,884 |  |  | 1,124,675 |  |  | 119,344 |  | 2013 |  | 40
Grand Forks, ND |  |  | — |  |  | 1,502,609 |  |  | 2,301,337 |  |  | 1,801,028 |  |  | 1,502,609 |  |  | 4,102,365 |  |  | 5,604,974 |  |  | 522,385 |  | 2013 |  | 40
Ann Arbor, MI |  |  | — |  |  | 3,000,000 |  |  | 4,595,757 |  |  | 277,040 |  |  | 3,000,000 |  |  | 4,872,797 |  |  | 7,872,797 |  |  | 618,627 |  | 2013 |  | 40
Joplin, MO |  |  | — |  |  | 1,208,225 |  |  | 1,160,843 |  |  | — |  |  | 1,208,225 |  |  | 1,160,843 |  |  | 2,369,068 |  |  | 149,941 |  | 2013 |  | 40
Red Bay, AL |  |  | — |  |  | 38,981 |  |  | 2,528,437 |  |  | 3,856 |  |  | 38,981 |  |  | 2,532,293 |  |  | 2,571,274 |  |  | 263,766 |  | 2014 |  | 40
Birmingham, AL |  |  | — |  |  | 230,106 |  |  | 231,313 |  |  | (297) |  |  | 230,106 |  |  | 231,016 |  |  | 461,122 |  |  | 23,584 |  | 2014 |  | 40
Birmingham, AL |  |  | — |  |  | 245,234 |  |  | 251,339 |  |  | (324) |  |  | 245,234 |  |  | 251,015 |  |  | 496,249 |  |  | 25,626 |  | 2014 |  | 40
Birmingham, AL |  |  | — |  |  | 98,271 |  |  | 179,824 |  |  | — |  |  | 98,271 |  |  | 179,824 |  |  | 278,095 |  |  | 18,358 |  | 2014 |  | 40
Birmingham, AL |  |  | — |  |  | 235,641 |  |  | 127,477 |  |  | (313) |  |  | 235,641 |  |  | 127,164 |  |  | 362,805 |  |  | 12,983 |  | 2014 |  | 40
Montgomery, AL |  |  | — |  |  | 325,389 |  |  | 217,850 |  |  | — |  |  | 325,389 |  |  | 217,850 |  |  | 543,239 |  |  | 22,239 |  | 2014 |  | 40

F-32

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Littleton, CO |  |  | 4,959,561 |  |  | 819,000 |  |  | 8,756,266 |  |  | 399 |  |  | 819,000 |  |  | 8,756,665 |  |  | 9,575,665 |  |  | 930,391 |  | 2014 |  | 40
St Petersburg, FL |  |  | — |  |  | 1,225,000 |  |  | 1,025,247 |  |  | 6,592 |  |  | 1,225,000 |  |  | 1,031,839 |  |  | 2,256,839 |  |  | 122,253 |  | 2014 |  | 40
St Augustine, FL |  |  | — |  |  | 200,000 |  |  | 1,523,230 |  |  | — |  |  | 200,000 |  |  | 1,523,230 |  |  | 1,723,230 |  |  | 161,843 |  | 2014 |  | 40
East Palatka, FL |  |  | — |  |  | 730,000 |  |  | 575,236 |  |  | 6,911 |  |  | 730,000 |  |  | 582,147 |  |  | 1,312,147 |  |  | 61,812 |  | 2014 |  | 40
Pensacola, FL |  |  | — |  |  | 136,365 |  |  | 398,773 |  |  | — |  |  | 136,365 |  |  | 398,773 |  |  | 535,138 |  |  | 40,708 |  | 2014 |  | 40
Jacksonville, FL |  |  | — |  |  | 299,312 |  |  | 348,862 |  |  | 12,497 |  |  | 299,312 |  |  | 361,359 |  |  | 660,671 |  |  | 36,107 |  | 2014 |  | 40
Fort Oglethorpe, GA |  |  | — |  |  | 1,842,240 |  |  | 2,844,126 |  |  | 20,762 |  |  | 1,842,240 |  |  | 2,864,888 |  |  | 4,707,128 |  |  | 350,693 |  | 2014 |  | 40
New Lenox, IL |  |  | — |  |  | 2,010,000 |  |  | 6,206,252 |  |  | 107,873 |  |  | 2,010,000 |  |  | 6,314,125 |  |  | 8,324,125 |  |  | 660,363 |  | 2014 |  | 40
Rockford, IL |  |  | — |  |  | 303,395 |  |  | 2,436,873 |  |  | (15,000) |  |  | 303,395 |  |  | 2,421,873 |  |  | 2,725,268 |  |  | 258,824 |  | 2014 |  | 40
Indianapolis, IN |  |  | — |  |  | 575,000 |  |  | 1,871,110 |  |  | — |  |  | 575,000 |  |  | 1,871,110 |  |  | 2,446,110 |  |  | 222,194 |  | 2014 |  | 40
Terre Haute, IN |  |  | — |  |  | 103,147 |  |  | 2,477,263 |  |  | 32,376 |  |  | 103,147 |  |  | 2,509,639 |  |  | 2,612,786 |  |  | 249,544 |  | 2014 |  | 40
Junction City, KS |  |  | — |  |  | 78,271 |  |  | 2,504,294 |  |  | (47,565) |  |  | 78,271 |  |  | 2,456,729 |  |  | 2,535,000 |  |  | 251,148 |  | 2014 |  | 40
Baton Rouge, LA |  |  | — |  |  | 226,919 |  |  | 347,691 |  |  | — |  |  | 226,919 |  |  | 347,691 |  |  | 574,610 |  |  | 35,493 |  | 2014 |  | 40
Lincoln Park, MI |  |  | — |  |  | 543,303 |  |  | 1,408,544 |  |  | 42,868 |  |  | 543,303 |  |  | 1,451,412 |  |  | 1,994,715 |  |  | 168,499 |  | 2014 |  | 40
Novi, MI |  |  | — |  |  | 1,803,857 |  |  | 1,488,505 |  |  | 22,490 |  |  | 1,803,857 |  |  | 1,510,995 |  |  | 3,314,852 |  |  | 151,065 |  | 2014 |  | 40
Bloomfield Hills, MI |  |  | — |  |  | 1,340,000 |  |  | 2,003,406 |  |  | 364,266 |  |  | 1,341,900 |  |  | 2,365,772 |  |  | 3,707,672 |  |  | 256,955 |  | 2014 |  | 40
Jackson, MS |  |  | — |  |  | 256,789 |  |  | 172,184 |  |  | — |  |  | 256,789 |  |  | 172,184 |  |  | 428,973 |  |  | 17,577 |  | 2014 |  | 40
Belton, MO |  |  | — |  |  | 714,775 |  |  | 7,173,999 |  |  | — |  |  | 714,775 |  |  | 7,173,999 |  |  | 7,888,774 |  |  | 717,399 |  | 2014 |  | 40
Irvington, NJ |  |  | — |  |  | 315,000 |  |  | 1,313,025 |  |  | — |  |  | 315,000 |  |  | 1,313,025 |  |  | 1,628,025 |  |  | 155,920 |  | 2014 |  | 40
Fargo, ND |  |  | — |  |  | 629,484 |  |  | 707,799 |  |  | 505,065 |  |  | 629,484 |  |  | 1,212,864 |  |  | 1,842,348 |  |  | 126,274 |  | 2014 |  | 40
Jamestown, ND |  |  | — |  |  | 234,545 |  |  | 1,158,486 |  |  | 8,499 |  |  | 234,545 |  |  | 1,166,985 |  |  | 1,401,530 |  |  | 121,512 |  | 2014 |  | 40
Toledo, OH |  |  | — |  |  | 500,000 |  |  | 1,372,363 |  |  | (12) |  |  | 500,000 |  |  | 1,372,351 |  |  | 1,872,351 |  |  | 162,966 |  | 2014 |  | 40
Toledo, OH |  |  | — |  |  | 155,250 |  |  | 762,500 |  |  | 72 |  |  | 155,250 |  |  | 762,572 |  |  | 917,822 |  |  | 84,196 |  | 2014 |  | 40
Toledo, OH |  |  | — |  |  | 213,750 |  |  | 754,675 |  |  | — |  |  | 213,750 |  |  | 754,675 |  |  | 968,425 |  |  | 83,329 |  | 2014 |  | 40
Toledo, OH |  |  | — |  |  | 168,750 |  |  | 785,000 |  |  | 16,477 |  |  | 168,750 |  |  | 801,477 |  |  | 970,227 |  |  | 88,325 |  | 2014 |  | 40
Port Clinton, OH |  |  | — |  |  | 75,000 |  |  | 721,100 |  |  | — |  |  | 75,000 |  |  | 721,100 |  |  | 796,100 |  |  | 79,622 |  | 2014 |  | 40
Mansfield, OH |  |  | — |  |  | 306,000 |  |  | 725,600 |  |  | — |  |  | 306,000 |  |  | 725,600 |  |  | 1,031,600 |  |  | 80,118 |  | 2014 |  | 40
Orville, OH |  |  | — |  |  | 344,250 |  |  | 716,600 |  |  | — |  |  | 344,250 |  |  | 716,600 |  |  | 1,060,850 |  |  | 79,124 |  | 2014 |  | 40
Akron, OH |  |  | — |  |  | 427,750 |  |  | 715,700 |  |  | — |  |  | 427,750 |  |  | 715,700 |  |  | 1,143,450 |  |  | 79,026 |  | 2014 |  | 40
Akron, OH |  |  | — |  |  | 696,000 |  |  | 845,000 |  |  | — |  |  | 696,000 |  |  | 845,000 |  |  | 1,541,000 |  |  | 93,302 |  | 2014 |  | 40
Hubbard, OH |  |  | — |  |  | 204,000 |  |  | 726,500 |  |  | — |  |  | 204,000 |  |  | 726,500 |  |  | 930,500 |  |  | 80,218 |  | 2014 |  | 40
Calcutta, OH |  |  | — |  |  | 208,050 |  |  | 758,750 |  |  | 1,462 |  |  | 208,050 |  |  | 760,212 |  |  | 968,262 |  |  | 83,860 |  | 2014 |  | 40
Columbus, OH |  |  | — |  |  | — |  |  | 1,136,250 |  |  | 1,584,190 |  |  | 1,581,395 |  |  | 1,139,045 |  |  | 2,720,440 |  |  | 123,164 |  | 2014 |  | 40
Tulsa, OK |  |  | — |  |  | 459,148 |  |  | 640,550 |  |  | (13,336) |  |  | 459,148 |  |  | 627,214 |  |  | 1,086,362 |  |  | 75,787 |  | 2014 |  | 40
Ligonier, PA |  |  | — |  |  | 330,000 |  |  | 5,021,849 |  |  | (9,500) |  |  | 330,000 |  |  | 5,012,349 |  |  | 5,342,349 |  |  | 553,992 |  | 2014 |  | 40
Clarion, PA |  |  | — |  |  | 121,200 |  |  | 771,500 |  |  | — |  |  | 121,200 |  |  | 771,500 |  |  | 892,700 |  |  | 85,187 |  | 2014 |  | 40
Mercer, PA |  |  | — |  |  | 121,200 |  |  | 770,000 |  |  | — |  |  | 121,200 |  |  | 770,000 |  |  | 891,200 |  |  | 85,022 |  | 2014 |  | 40

F-33

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Limerick, PA |  |  | — |  |  | 369,000 |  |  | — |  |  | — |  |  | 369,000 |  |  | — |  |  | 369,000 |  |  | — |  | 2014 |  | —
Harrisburg, PA |  |  | — |  |  | 124,757 |  |  | 1,446,773 |  |  | 11,175 |  |  | 124,757 |  |  | 1,457,948 |  |  | 1,582,705 |  |  | 145,713 |  | 2014 |  | 40
Anderson, SC |  |  | — |  |  | 781,200 |  |  | 4,441,535 |  |  | 259,712 |  |  | 781,200 |  |  | 4,701,247 |  |  | 5,482,447 |  |  | 547,382 |  | 2014 |  | 40
Easley, SC |  |  | — |  |  | 332,275 |  |  | 268,612 |  |  | — |  |  | 332,275 |  |  | 268,612 |  |  | 600,887 |  |  | 27,421 |  | 2014 |  | 40
Spartanburg, SC |  |  | — |  |  | 141,307 |  |  | 446,706 |  |  | — |  |  | 141,307 |  |  | 446,706 |  |  | 588,013 |  |  | 45,602 |  | 2014 |  | 40
Spartanburg, SC |  |  | — |  |  | 94,770 |  |  | 261,640 |  |  | — |  |  | 94,770 |  |  | 261,640 |  |  | 356,410 |  |  | 26,709 |  | 2014 |  | 40
Columbia, SC |  |  | — |  |  | 303,932 |  |  | 1,221,964 |  |  | (13,830) |  |  | 303,932 |  |  | 1,208,134 |  |  | 1,512,066 |  |  | 123,928 |  | 2014 |  | 40
Alcoa, TN |  |  | — |  |  | 329,074 |  |  | 270,719 |  |  | — |  |  | 329,074 |  |  | 270,719 |  |  | 599,793 |  |  | 27,636 |  | 2014 |  | 40
Knoxville, TN |  |  | — |  |  | 214,077 |  |  | 286,037 |  |  | — |  |  | 214,077 |  |  | 286,037 |  |  | 500,114 |  |  | 29,200 |  | 2014 |  | 40
Red Bank, TN |  |  | — |  |  | 229,100 |  |  | 302,146 |  |  | — |  |  | 229,100 |  |  | 302,146 |  |  | 531,246 |  |  | 30,843 |  | 2014 |  | 40
New Tazewell, TN |  |  | — |  |  | 91,006 |  |  | 328,561 |  |  | 5,074 |  |  | 91,006 |  |  | 333,635 |  |  | 424,641 |  |  | 33,356 |  | 2014 |  | 40
Maryville, TN |  |  | — |  |  | 94,682 |  |  | 1,529,621 |  |  | 27,243 |  |  | 94,682 |  |  | 1,556,864 |  |  | 1,651,546 |  |  | 155,321 |  | 2014 |  | 40
Morristown, TN |  |  | — |  |  | 46,404 |  |  | 801,506 |  |  | 4,990 |  |  | 46,404 |  |  | 806,496 |  |  | 852,900 |  |  | 80,641 |  | 2014 |  | 40
Clinton, TN |  |  | — |  |  | 69,625 |  |  | 1,177,927 |  |  | 11,564 |  |  | 69,625 |  |  | 1,189,491 |  |  | 1,259,116 |  |  | 118,938 |  | 2014 |  | 40
Knoxville, TN |  |  | — |  |  | 160,057 |  |  | 2,265,025 |  |  | 12,927 |  |  | 160,057 |  |  | 2,277,952 |  |  | 2,438,009 |  |  | 227,772 |  | 2014 |  | 40
Sweetwater, TN |  |  | — |  |  | 79,100 |  |  | 1,009,290 |  |  | 6,740 |  |  | 79,100 |  |  | 1,016,030 |  |  | 1,095,130 |  |  | 101,591 |  | 2014 |  | 40
McKinney, TX |  |  | — |  |  | 2,671,020 |  |  | 6,785,815 |  |  | 100,331 |  |  | 2,671,020 |  |  | 6,886,146 |  |  | 9,557,166 |  |  | 765,079 |  | 2014 |  | 40
Forest, VA |  |  | — |  |  | 282,600 |  |  | 956,027 |  |  | — |  |  | 282,600 |  |  | 956,027 |  |  | 1,238,627 |  |  | 107,552 |  | 2014 |  | 40
Colonial Heights, VA |  |  | — |  |  | 547,692 |  |  | 1,059,557 |  |  | (5,963) |  |  | 547,692 |  |  | 1,053,594 |  |  | 1,601,286 |  |  | 107,557 |  | 2014 |  | 40
Chester, VA |  |  | — |  |  | 300,583 |  |  | 794,417 |  |  | (3,777) |  |  | 300,583 |  |  | 790,640 |  |  | 1,091,223 |  |  | 80,713 |  | 2014 |  | 40
Ashland, VA |  |  | — |  |  | 426,396 |  |  | 965,925 |  |  | (5,050) |  |  | 426,396 |  |  | 960,875 |  |  | 1,387,271 |  |  | 98,092 |  | 2014 |  | 40
Mecanicsville, VA |  |  | — |  |  | 219,496 |  |  | 906,590 |  |  | (4,225) |  |  | 219,496 |  |  | 902,365 |  |  | 1,121,861 |  |  | 92,119 |  | 2014 |  | 40
Glen Allen, VA |  |  | — |  |  | 590,101 |  |  | 1,129,495 |  |  | (6,867) |  |  | 590,101 |  |  | 1,122,628 |  |  | 1,712,729 |  |  | 114,605 |  | 2014 |  | 40
Burlington, WA |  |  | — |  |  | 610,000 |  |  | 3,647,279 |  |  | (4,602) |  |  | 610,000 |  |  | 3,642,677 |  |  | 4,252,677 |  |  | 373,245 |  | 2014 |  | 40
Wausau, WI |  |  | — |  |  | 909,092 |  |  | 1,405,899 |  |  | 44,222 |  |  | 909,092 |  |  | 1,450,121 |  |  | 2,359,213 |  |  | 158,654 |  | 2014 |  | 40
Foley, AL |  |  | — |  |  | 305,332 |  |  | 506,203 |  |  | — |  |  | 305,332 |  |  | 506,203 |  |  | 811,535 |  |  | 51,548 |  | 2015 |  | 40
Sulligent, AL |  |  | — |  |  | 58,803 |  |  | 1,085,906 |  |  | — |  |  | 58,803 |  |  | 1,085,906 |  |  | 1,144,709 |  |  | 104,000 |  | 2015 |  | 40
Eutaw, AL |  |  | — |  |  | 103,746 |  |  | 1,212,006 |  |  | 2,935 |  |  | 103,746 |  |  | 1,214,941 |  |  | 1,318,687 |  |  | 116,355 |  | 2015 |  | 40
Tallassee, AL |  |  | — |  |  | 154,437 |  |  | 850,448 |  |  | 11,125 |  |  | 154,437 |  |  | 861,573 |  |  | 1,016,010 |  |  | 78,761 |  | 2015 |  | 40
Orange Park, AL |  |  | — |  |  | 649,652 |  |  | 1,775,000 |  |  | — |  |  | 649,652 |  |  | 1,775,000 |  |  | 2,424,652 |  |  | 147,917 |  | 2015 |  | 40
Aurora, CO |  |  | — |  |  | 976,865 |  |  | 1,999,651 |  |  | 1,743 |  |  | 976,865 |  |  | 2,001,394 |  |  | 2,978,259 |  |  | 154,271 |  | 2015 |  | 40
Pace, FL |  |  | — |  |  | 37,860 |  |  | 524,400 |  |  | — |  |  | 37,860 |  |  | 524,400 |  |  | 562,260 |  |  | 51,247 |  | 2015 |  | 40
Pensacola, FL |  |  | — |  |  | 309,607 |  |  | 775,084 |  |  | (25) |  |  | 309,607 |  |  | 775,059 |  |  | 1,084,666 |  |  | 75,702 |  | 2015 |  | 40
Jacksonville Beach, FL |  |  | — |  |  | 623,031 |  |  | 370,612 |  |  | — |  |  | 623,031 |  |  | 370,612 |  |  | 993,643 |  |  | 34,702 |  | 2015 |  | 40
Freeport, FL |  |  | — |  |  | 312,615 |  |  | 1,277,386 |  |  | — |  |  | 312,615 |  |  | 1,277,386 |  |  | 1,590,001 |  |  | 111,771 |  | 2015 |  | 40
Glenwood, GA |  |  | — |  |  | 29,489 |  |  | 1,027,370 |  |  | — |  |  | 29,489 |  |  | 1,027,370 |  |  | 1,056,859 |  |  | 96,271 |  | 2015 |  | 40
Albany, GA |  |  | — |  |  | 47,955 |  |  | 641,123 |  |  | — |  |  | 47,955 |  |  | 641,123 |  |  | 689,078 |  |  | 60,025 |  | 2015 |  | 40

F-34

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Belvidere, IL |  |  | — |  |  | 184,136 |  |  | 644,492 |  |  | — |  |  | 184,136 |  |  | 644,492 |  |  | 828,628 |  |  | 60,308 |  | 2015 |  | 40
Peru, IL |  |  | — |  |  | 380,254 |  |  | 2,125,498 |  |  | — |  |  | 380,254 |  |  | 2,125,498 |  |  | 2,505,752 |  |  | 172,697 |  | 2015 |  | 40
Davenport, IA |  |  | — |  |  | 776,366 |  |  | 6,623,542 |  |  | — |  |  | 776,366 |  |  | 6,623,542 |  |  | 7,399,908 |  |  | 579,560 |  | 2015 |  | 40
Buffalo Center, IA |  |  | — |  |  | 159,353 |  |  | 700,460 |  |  | — |  |  | 159,353 |  |  | 700,460 |  |  | 859,813 |  |  | 59,831 |  | 2015 |  | 40
Sheffield, IA |  |  | — |  |  | 131,794 |  |  | 729,543 |  |  | — |  |  | 131,794 |  |  | 729,543 |  |  | 861,337 |  |  | 62,315 |  | 2015 |  | 40
Topeka, KS |  |  | — |  |  | 1,853,601 |  |  | 12,427,839 |  |  | (185,285) |  |  | 1,853,601 |  |  | 12,242,554 |  |  | 14,096,155 |  |  | 1,189,302 |  | 2015 |  | 40
Lenexa, KS |  |  | — |  |  | 303,175 |  |  | 2,186,864 |  |  | — |  |  | 303,175 |  |  | 2,186,864 |  |  | 2,490,039 |  |  | 164,015 |  | 2015 |  | 40
Tompkinsville , KY |  |  | — |  |  | 70,252 |  |  | 1,132,033 |  |  | — |  |  | 70,252 |  |  | 1,132,033 |  |  | 1,202,285 |  |  | 108,417 |  | 2015 |  | 40
Hazard, KY |  |  | — |  |  | 8,392,841 |  |  | 13,731,648 |  |  | (16,857) |  |  | 8,375,591 |  |  | 13,732,041 |  |  | 22,107,632 |  |  | 1,029,899 |  | 2015 |  | 40
Portland, MA |  |  | — |  |  | — |  |  | 3,831,860 |  |  | 3,172 |  |  | — |  |  | 3,835,032 |  |  | 3,835,032 |  |  | 335,526 |  | 2015 |  | 40
Flint, MI |  |  | — |  |  | 120,078 |  |  | 2,561,015 |  |  | 20,490 |  |  | 120,078 |  |  | 2,581,505 |  |  | 2,701,583 |  |  | 193,613 |  | 2015 |  | 40
Hutchinson, MN |  |  | — |  |  | 67,914 |  |  | 720,799 |  |  | — |  |  | 67,914 |  |  | 720,799 |  |  | 788,713 |  |  | 61,568 |  | 2015 |  | 40
Lowry City, MO |  |  | — |  |  | 103,202 |  |  | 614,065 |  |  | — |  |  | 103,202 |  |  | 614,065 |  |  | 717,267 |  |  | 53,731 |  | 2015 |  | 40
Branson, MO |  |  | — |  |  | 564,066 |  |  | 940,585 |  |  | 175 |  |  | 564,066 |  |  | 940,760 |  |  | 1,504,826 |  |  | 74,476 |  | 2015 |  | 40
Branson, MO |  |  | — |  |  | 721,135 |  |  | 717,081 |  |  | 940 |  |  | 721,135 |  |  | 718,021 |  |  | 1,439,156 |  |  | 56,835 |  | 2015 |  | 40
Enfield, NH |  |  | — |  |  | 93,628 |  |  | 1,295,320 |  |  | 48,989 |  |  | 93,628 |  |  | 1,344,309 |  |  | 1,437,937 |  |  | 128,063 |  | 2015 |  | 40
Marietta, OH |  |  | — |  |  | 319,157 |  |  | 1,225,026 |  |  | — |  |  | 319,157 |  |  | 1,225,026 |  |  | 1,544,183 |  |  | 114,788 |  | 2015 |  | 40
Lorain, OH |  |  | — |  |  | 293,831 |  |  | 1,044,956 |  |  | — |  |  | 293,831 |  |  | 1,044,956 |  |  | 1,338,787 |  |  | 95,788 |  | 2015 |  | 40
Franklin, OH |  |  | — |  |  | 264,153 |  |  | 1,191,777 |  |  | — |  |  | 264,153 |  |  | 1,191,777 |  |  | 1,455,930 |  |  | 106,764 |  | 2015 |  | 40
Elyria, OH |  |  | — |  |  | 82,023 |  |  | 910,404 |  |  | — |  |  | 82,023 |  |  | 910,404 |  |  | 992,427 |  |  | 79,660 |  | 2015 |  | 40
Elyria, OH |  |  | — |  |  | 126,641 |  |  | 695,072 |  |  | — |  |  | 126,641 |  |  | 695,072 |  |  | 821,713 |  |  | 60,819 |  | 2015 |  | 40
Bedford Heights, OH |  |  | — |  |  | 226,920 |  |  | 959,528 |  |  | — |  |  | 226,920 |  |  | 959,528 |  |  | 1,186,448 |  |  | 81,960 |  | 2015 |  | 40
Newburgh Heights, OH |  |  | — |  |  | 224,040 |  |  | 959,099 |  |  | — |  |  | 224,040 |  |  | 959,099 |  |  | 1,183,139 |  |  | 81,923 |  | 2015 |  | 40
Warrensville Heights, OH |  |  | — |  |  | 186,209 |  |  | 920,496 |  |  | 4,900 |  |  | 186,209 |  |  | 925,396 |  |  | 1,111,605 |  |  | 79,647 |  | 2015 |  | 40
Heath, OH |  |  | — |  |  | 325,381 |  |  | 757,994 |  |  | 135 |  |  | 325,381 |  |  | 758,129 |  |  | 1,083,510 |  |  | 60,018 |  | 2015 |  | 40
Lima, OH |  |  | — |  |  | 335,386 |  |  | 592,154 |  |  | — |  |  | 335,386 |  |  | 592,154 |  |  | 927,540 |  |  | 44,412 |  | 2015 |  | 40
Elk City, OK |  |  | — |  |  | 45,212 |  |  | 1,242,220 |  |  | — |  |  | 45,212 |  |  | 1,242,220 |  |  | 1,287,432 |  |  | 111,282 |  | 2015 |  | 40
Salem, OR |  |  | — |  |  | 1,450,000 |  |  | 2,951,167 |  |  | 1,346,640 |  |  | 1,450,000 |  |  | 4,297,807 |  |  | 5,747,807 |  |  | 322,334 |  | 2015 |  | 40
Westfield, PA |  |  | — |  |  | 47,346 |  |  | 1,117,723 |  |  | — |  |  | 47,346 |  |  | 1,117,723 |  |  | 1,165,069 |  |  | 109,343 |  | 2015 |  | 40
Altoona, PA |  |  | — |  |  | 555,903 |  |  | 9,489,791 |  |  | 1,017 |  |  | 555,903 |  |  | 9,490,808 |  |  | 10,046,711 |  |  | 771,113 |  | 2015 |  | 40
Grindstone, PA |  |  | — |  |  | 288,246 |  |  | 500,379 |  |  | — |  |  | 288,246 |  |  | 500,379 |  |  | 788,625 |  |  | 37,528 |  | 2015 |  | 40
Blythewood, SC |  |  | — |  |  | 475,393 |  |  | 878,586 |  |  | — |  |  | 475,393 |  |  | 878,586 |  |  | 1,353,979 |  |  | 83,210 |  | 2015 |  | 40
Columbia, SC |  |  | — |  |  | 249,900 |  |  | 809,935 |  |  | — |  |  | 249,900 |  |  | 809,935 |  |  | 1,059,835 |  |  | 75,832 |  | 2015 |  | 40
Liberty, SC |  |  | — |  |  | 27,929 |  |  | 1,222,856 |  |  | 90 |  |  | 27,929 |  |  | 1,222,946 |  |  | 1,250,875 |  |  | 114,563 |  | 2015 |  | 40
Blacksburg, SC |  |  | — |  |  | 27,547 |  |  | 1,468,101 |  |  | — |  |  | 27,547 |  |  | 1,468,101 |  |  | 1,495,648 |  |  | 134,576 |  | 2015 |  | 40
Easley, SC |  |  | — |  |  | 51,325 |  |  | 1,187,506 |  |  | — |  |  | 51,325 |  |  | 1,187,506 |  |  | 1,238,831 |  |  | 106,381 |  | 2015 |  | 40
Fountain Inn, SC |  |  | — |  |  | 107,633 |  |  | 1,076,633 |  |  | — |  |  | 107,633 |  |  | 1,076,633 |  |  | 1,184,266 |  |  | 96,448 |  | 2015 |  | 40

F-35

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Walterboro, SC |  |  | — |  |  | 21,414 |  |  | 1,156,820 |  |  | — |  |  | 21,414 |  |  | 1,156,820 |  |  | 1,178,234 |  |  | 103,631 |  | 2015 |  | 40
Jackson, TN |  |  | — |  |  | 277,000 |  |  | 495,103 |  |  | — |  |  | 277,000 |  |  | 495,103 |  |  | 772,103 |  |  | 37,133 |  | 2015 |  | 40
Arlington, TX |  |  | — |  |  | 494,755 |  |  | 710,416 |  |  | — |  |  | 494,755 |  |  | 710,416 |  |  | 1,205,171 |  |  | 69,269 |  | 2015 |  | 40
Sweetwater, TX |  |  | — |  |  | 626,578 |  |  | 652,127 |  |  | — |  |  | 626,578 |  |  | 652,127 |  |  | 1,278,705 |  |  | 63,854 |  | 2015 |  | 40
Fort Worth, TX |  |  | — |  |  | 2,999,944 |  |  | 6,198,198 |  |  | — |  |  | 2,999,944 |  |  | 6,198,198 |  |  | 9,198,142 |  |  | 568,168 |  | 2015 |  | 40
Brenham, TX |  |  | — |  |  | 355,486 |  |  | 17,280,895 |  |  | 581 |  |  | 355,486 |  |  | 17,281,476 |  |  | 17,636,962 |  |  | 1,584,096 |  | 2015 |  | 40
Corpus Christi, TX |  |  | — |  |  | 316,916 |  |  | 2,140,056 |  |  | — |  |  | 316,916 |  |  | 2,140,056 |  |  | 2,456,972 |  |  | 178,338 |  | 2015 |  | 40
Harlingen, TX |  |  | — |  |  | 126,102 |  |  | 869,779 |  |  | — |  |  | 126,102 |  |  | 869,779 |  |  | 995,881 |  |  | 72,482 |  | 2015 |  | 40
Midland, TX |  |  | — |  |  | 194,174 |  |  | 5,005,720 |  |  | 2,000 |  |  | 194,174 |  |  | 5,007,720 |  |  | 5,201,894 |  |  | 406,852 |  | 2015 |  | 40
Rockwall, TX |  |  | — |  |  | 578,225 |  |  | 1,768,930 |  |  | 210 |  |  | 578,225 |  |  | 1,769,140 |  |  | 2,347,365 |  |  | 132,681 |  | 2015 |  | 40
Bluefield, VA |  |  | — |  |  | 88,431 |  |  | 1,161,840 |  |  | — |  |  | 88,431 |  |  | 1,161,840 |  |  | 1,250,271 |  |  | 108,878 |  | 2015 |  | 40
Princeton, WV |  |  | — |  |  | 111,653 |  |  | 1,029,090 |  |  | — |  |  | 111,653 |  |  | 1,029,090 |  |  | 1,140,743 |  |  | 96,415 |  | 2015 |  | 40
Beckley, WV |  |  | — |  |  | 162,024 |  |  | 991,653 |  |  | — |  |  | 162,024 |  |  | 991,653 |  |  | 1,153,677 |  |  | 92,917 |  | 2015 |  | 40
Martinsburg, WV |  |  | — |  |  | 620,892 |  |  | 943,163 |  |  | — |  |  | 620,892 |  |  | 943,163 |  |  | 1,564,055 |  |  | 70,737 |  | 2015 |  | 40
Grand Chute, WI |  |  | — |  |  | 2,766,417 |  |  | 7,084,942 |  |  | 4,700 |  |  | 2,766,417 |  |  | 7,089,642 |  |  | 9,856,059 |  |  | 664,198 |  | 2015 |  | 40
New Richmond, WI |  |  | — |  |  | 71,969 |  |  | 648,850 |  |  | — |  |  | 71,969 |  |  | 648,850 |  |  | 720,819 |  |  | 56,774 |  | 2015 |  | 40
Ashland, WI |  |  | — |  |  | 142,287 |  |  | 684,545 |  |  | (153,000) |  |  | 142,287 |  |  | 531,545 |  |  | 673,832 |  |  | 56,559 |  | 2015 |  | 40
Baraboo, WI |  |  | — |  |  | 142,563 |  |  | 653,176 |  |  | — |  |  | 142,563 |  |  | 653,176 |  |  | 795,739 |  |  | 55,792 |  | 2015 |  | 40
Decatur, AL |  |  | — |  |  | 337,738 |  |  | 510,706 |  |  | — |  |  | 337,738 |  |  | 510,706 |  |  | 848,444 |  |  | 27,663 |  | 2016 |  | 40
Greenville, AL |  |  | — |  |  | 203,722 |  |  | 905,780 |  |  | 9,911 |  |  | 203,722 |  |  | 915,691 |  |  | 1,119,413 |  |  | 45,741 |  | 2016 |  | 40
Bullhead City, AZ |  |  | — |  |  | 177,500 |  |  | 1,364,406 |  |  | — |  |  | 177,500 |  |  | 1,364,406 |  |  | 1,541,906 |  |  | 93,789 |  | 2016 |  | 40
Page, AZ |  |  | — |  |  | 256,982 |  |  | 1,299,283 |  |  | — |  |  | 256,982 |  |  | 1,299,283 |  |  | 1,556,265 |  |  | 89,326 |  | 2016 |  | 40
Safford, AZ |  |  | — |  |  | 349,269 |  |  | 1,196,307 |  |  | — |  |  | 349,269 |  |  | 1,196,307 |  |  | 1,545,576 |  |  | 72,150 |  | 2016 |  | 40
Tuscon, AZ |  |  | — |  |  | 3,208,580 |  |  | 4,410,679 |  |  | — |  |  | 3,208,580 |  |  | 4,410,679 |  |  | 7,619,259 |  |  | 275,667 |  | 2016 |  | 40
Bentonville, AR |  |  | — |  |  | 610,926 |  |  | 897,562 |  |  | 170 |  |  | 610,926 |  |  | 897,732 |  |  | 1,508,658 |  |  | 61,747 |  | 2016 |  | 40
Sunnyvale, CA |  |  | — |  |  | 7,351,903 |  |  | 4,638,432 |  |  | 194 |  |  | 7,351,903 |  |  | 4,638,626 |  |  | 11,990,529 |  |  | 299,412 |  | 2016 |  | 40
Whittier, CA |  |  | — |  |  | 4,237,918 |  |  | 7,343,869 |  |  | — |  |  | 4,237,918 |  |  | 7,343,869 |  |  | 11,581,787 |  |  | 474,292 |  | 2016 |  | 40
Aurora, CO |  |  | — |  |  | 847,349 |  |  | 834,301 |  |  | — |  |  | 847,349 |  |  | 834,301 |  |  | 1,681,650 |  |  | 41,715 |  | 2016 |  | 40
Aurora, CO |  |  | — |  |  | 1,132,676 |  |  | 5,716,367 |  |  | 44,693 |  |  | 1,132,676 |  |  | 5,761,060 |  |  | 6,893,736 |  |  | 287,480 |  | 2016 |  | 40
Evergreen, CO |  |  | — |  |  | 1,998,860 |  |  | 3,827,245 |  |  | — |  |  | 1,998,860 |  |  | 3,827,245 |  |  | 5,826,105 |  |  | 247,176 |  | 2016 |  | 40
Lakeland, FL |  |  | — |  |  | 61,000 |  |  | 1,227,037 |  |  | — |  |  | 61,000 |  |  | 1,227,037 |  |  | 1,288,037 |  |  | 66,465 |  | 2016 |  | 40
Mt Dora, FL |  |  | — |  |  | 1,678,671 |  |  | 3,691,615 |  |  | — |  |  | 1,678,671 |  |  | 3,691,615 |  |  | 5,370,286 |  |  | 238,417 |  | 2016 |  | 40
North Miami Beach, FL |  |  | — |  |  | 1,622,742 |  |  | 512,717 |  |  | 11,240 |  |  | 1,622,742 |  |  | 523,957 |  |  | 2,146,699 |  |  | 26,115 |  | 2016 |  | 40
Orlando, FL |  |  | — |  |  | 903,411 |  |  | 1,627,159 |  |  | (24,843) |  |  | 903,411 |  |  | 1,602,316 |  |  | 2,505,727 |  |  | 93,379 |  | 2016 |  | 40
Port Orange, FL |  |  | — |  |  | 1,493,863 |  |  | 3,114,697 |  |  | — |  |  | 1,493,863 |  |  | 3,114,697 |  |  | 4,608,560 |  |  | 201,158 |  | 2016 |  | 40
Royal Palm Beach, FL |  |  | — |  |  | 2,052,463 |  |  | 956,768 |  |  | 11,151 |  |  | 2,052,463 |  |  | 967,919 |  |  | 3,020,382 |  |  | 57,805 |  | 2016 |  | 40
Sarasota, FL |  |  | — |  |  | 1,769,175 |  |  | 3,587,992 |  |  | — |  |  | 1,769,175 |  |  | 3,587,992 |  |  | 5,357,167 |  |  | 231,724 |  | 2016 |  | 40

F-36

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Venice, FL |  |  | — |  |  | 281,936 |  |  | 1,291,748 |  |  | — |  |  | 281,936 |  |  | 1,291,748 |  |  | 1,573,684 |  |  | 75,263 |  | 2016 |  | 40
Vero Beach, FL |  |  | — |  |  | 4,469,033 |  |  | — |  |  | — |  |  | 4,469,033 |  |  | — |  |  | 4,469,033 |  |  | — |  | 2016 |  | —
Dalton, GA |  |  | — |  |  | 211,362 |  |  | 220,927 |  |  | — |  |  | 211,362 |  |  | 220,927 |  |  | 432,289 |  |  | 13,787 |  | 2016 |  | 40
Crystal Lake, IL |  |  | — |  |  | 2,446,521 |  |  | 7,012,819 |  |  | 120 |  |  | 2,446,521 |  |  | 7,012,939 |  |  | 9,459,460 |  |  | 365,256 |  | 2016 |  | 40
Glenwood, IL |  |  | — |  |  | 815,483 |  |  | 970,108 |  |  | — |  |  | 815,483 |  |  | 970,108 |  |  | 1,785,591 |  |  | 52,548 |  | 2016 |  | 40
Morris, IL |  |  | — |  |  | 1,206,749 |  |  | 2,062,495 |  |  | — |  |  | 1,206,749 |  |  | 2,062,495 |  |  | 3,269,244 |  |  | 133,203 |  | 2016 |  | 40
Wheaton, IL |  |  | — |  |  | 447,291 |  |  | 751,458 |  |  | — |  |  | 447,291 |  |  | 751,458 |  |  | 1,198,749 |  |  | 50,097 |  | 2016 |  | 40
Bicknell, IN |  |  | — |  |  | 215,037 |  |  | 2,381,471 |  |  | — |  |  | 215,037 |  |  | 2,381,471 |  |  | 2,596,508 |  |  | 138,819 |  | 2016 |  | 40
Fort Wayne, IN |  |  | — |  |  | 711,430 |  |  | 1,258,357 |  |  | — |  |  | 711,430 |  |  | 1,258,357 |  |  | 1,969,787 |  |  | 91,755 |  | 2016 |  | 40
Indianapolis, IN |  |  | — |  |  | 734,434 |  |  | 970,175 |  |  | (2,700) |  |  | 734,434 |  |  | 967,475 |  |  | 1,701,909 |  |  | 66,678 |  | 2016 |  | 40
Des Moines, IA |  |  | — |  |  | 322,797 |  |  | 1,374,153 |  |  | — |  |  | 322,797 |  |  | 1,374,153 |  |  | 1,696,950 |  |  | 88,747 |  | 2016 |  | 40
Frankfort, KY |  |  | — |  |  | — |  |  | 514,277 |  |  | — |  |  | — |  |  | 514,277 |  |  | 514,277 |  |  | 30,569 |  | 2016 |  | 40
DeRidder, LA |  |  | — |  |  | 814,891 |  |  | 2,156,542 |  |  | 480 |  |  | 814,891 |  |  | 2,157,022 |  |  | 2,971,913 |  |  | 134,830 |  | 2016 |  | 40
Lake Charles, LA |  |  | — |  |  | 1,308,418 |  |  | 4,235,719 |  |  | 5,761 |  |  | 1,308,418 |  |  | 4,241,480 |  |  | 5,549,898 |  |  | 220,790 |  | 2016 |  | 40
Shreveport, LA |  |  | — |  |  | 891,872 |  |  | 2,058,257 |  |  | — |  |  | 891,872 |  |  | 2,058,257 |  |  | 2,950,129 |  |  | 128,651 |  | 2016 |  | 40
Marshall, MI |  |  | — |  |  | 339,813 |  |  | — |  |  | — |  |  | 339,813 |  |  | — |  |  | 339,813 |  |  | — |  | 2016 |  | —
Mt Pleasant, MI |  |  | — |  |  | — |  |  | 511,282 |  |  | (254) |  |  | — |  |  | 511,028 |  |  | 511,028 |  |  | 25,552 |  | 2016 |  | 40
Norton Shores, MI |  |  | — |  |  | 495,605 |  |  | 667,982 |  |  | 7,274 |  |  | 495,605 |  |  | 675,256 |  |  | 1,170,861 |  |  | 35,124 |  | 2016 |  | 40
Portage, MI |  |  | — |  |  | 262,181 |  |  | 1,102,990 |  |  | — |  |  | 262,181 |  |  | 1,102,990 |  |  | 1,365,171 |  |  | 66,639 |  | 2016 |  | 40
Stephenson, MI |  |  | — |  |  | 223,152 |  |  | 1,044,947 |  |  | 270 |  |  | 223,152 |  |  | 1,045,217 |  |  | 1,268,369 |  |  | 52,258 |  | 2016 |  | 40
Sterling, MI |  |  | — |  |  | 127,844 |  |  | 905,607 |  |  | 25,464 |  |  | 127,844 |  |  | 931,071 |  |  | 1,058,915 |  |  | 50,231 |  | 2016 |  | 40
Cambridge, MN |  |  | — |  |  | 536,812 |  |  | 1,334,601 |  |  | — |  |  | 536,812 |  |  | 1,334,601 |  |  | 1,871,413 |  |  | 86,193 |  | 2016 |  | 40
Eagle Bend, MN |  |  | — |  |  | 96,558 |  |  | 1,165,437 |  |  | — |  |  | 96,558 |  |  | 1,165,437 |  |  | 1,261,995 |  |  | 65,499 |  | 2016 |  | 40
Brandon, MS |  |  | — |  |  | 428,464 |  |  | 969,346 |  |  | — |  |  | 428,464 |  |  | 969,346 |  |  | 1,397,810 |  |  | 64,623 |  | 2016 |  | 40
Clinton, MS |  |  | — |  |  | 370,264 |  |  | 1,057,143 |  |  | — |  |  | 370,264 |  |  | 1,057,143 |  |  | 1,427,407 |  |  | 70,476 |  | 2016 |  | 40
Columbus, MS |  |  | — |  |  | 1,103,458 |  |  | 2,128,089 |  |  | — |  |  | 1,103,458 |  |  | 2,128,089 |  |  | 3,231,547 |  |  | 150,740 |  | 2016 |  | 40
Flowood, MS |  |  | — |  |  | 360,267 |  |  | 1,044,807 |  |  | — |  |  | 360,267 |  |  | 1,044,807 |  |  | 1,405,074 |  |  | 69,654 |  | 2016 |  | 40
Holly Springs, MS |  |  | — |  |  | 413,316 |  |  | 952,574 |  |  | — |  |  | 413,316 |  |  | 952,574 |  |  | 1,365,890 |  |  | 59,417 |  | 2016 |  | 40
Jackson, MS |  |  | — |  |  | 242,796 |  |  | 963,188 |  |  | — |  |  | 242,796 |  |  | 963,188 |  |  | 1,205,984 |  |  | 64,213 |  | 2016 |  | 40
Jackson, MS |  |  | — |  |  | 732,944 |  |  | 2,862,813 |  |  | 13,767 |  |  | 732,944 |  |  | 2,876,580 |  |  | 3,609,524 |  |  | 161,416 |  | 2016 |  | 40
Meridian, MS |  |  | — |  |  | 396,329 |  |  | 1,152,729 |  |  | — |  |  | 396,329 |  |  | 1,152,729 |  |  | 1,549,058 |  |  | 76,828 |  | 2016 |  | 40
Pearl, MS |  |  | — |  |  | 299,839 |  |  | 616,351 |  |  | 7,355 |  |  | 299,839 |  |  | 623,706 |  |  | 923,545 |  |  | 31,132 |  | 2016 |  | 40
Ridgeland, MS |  |  | — |  |  | 407,041 |  |  | 864,498 |  |  | — |  |  | 407,041 |  |  | 864,498 |  |  | 1,271,539 |  |  | 57,633 |  | 2016 |  | 40
Bowling Green, MO |  |  | — |  |  | 360,201 |  |  | 2,809,170 |  |  | — |  |  | 360,201 |  |  | 2,809,170 |  |  | 3,169,371 |  |  | 157,973 |  | 2016 |  | 40
St Robert, MO |  |  | — |  |  | 394,859 |  |  | 1,305,366 |  |  | 24,333 |  |  | 394,859 |  |  | 1,329,699 |  |  | 1,724,558 |  |  | 65,781 |  | 2016 |  | 40
Hamilton, MT |  |  | — |  |  | 558,047 |  |  | 1,083,570 |  |  | 442 |  |  | 558,047 |  |  | 1,084,012 |  |  | 1,642,059 |  |  | 56,456 |  | 2016 |  | 40
Beatty, NV |  |  | — |  |  | 198,928 |  |  | 1,265,084 |  |  | 8,051 |  |  | 198,928 |  |  | 1,273,135 |  |  | 1,472,063 |  |  | 71,500 |  | 2016 |  | 40

F-37

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Alamogordo, NM |  |  | — |  |  | 654,965 |  |  | 2,716,166 |  |  | 4,436 |  |  | 654,965 |  |  | 2,720,602 |  |  | 3,375,567 |  |  | 152,823 |  | 2016 |  | 40
Alamogordo, NM |  |  | — |  |  | 524,763 |  |  | 941,615 |  |  | 7,522 |  |  | 524,763 |  |  | 949,137 |  |  | 1,473,900 |  |  | 49,390 |  | 2016 |  | 40
Alcalde, NM |  |  | — |  |  | 435,486 |  |  | 836,499 |  |  | — |  |  | 435,486 |  |  | 836,499 |  |  | 1,271,985 |  |  | 41,825 |  | 2016 |  | 40
Cimarron, NM |  |  | — |  |  | 345,693 |  |  | 1,236,437 |  |  | 7,613 |  |  | 345,693 |  |  | 1,244,050 |  |  | 1,589,743 |  |  | 64,750 |  | 2016 |  | 40
La Luz, NM |  |  | — |  |  | 487,401 |  |  | 835,455 |  |  | — |  |  | 487,401 |  |  | 835,455 |  |  | 1,322,856 |  |  | 43,513 |  | 2016 |  | 40
Fayetteville, NC |  |  | — |  |  | 1,267,529 |  |  | 2,527,462 |  |  | 16,292 |  |  | 1,267,529 |  |  | 2,543,754 |  |  | 3,811,283 |  |  | 132,390 |  | 2016 |  | 40
Gastonia, NC |  |  | — |  |  | 401,119 |  |  | 979,803 |  |  | 1,631 |  |  | 401,119 |  |  | 981,434 |  |  | 1,382,553 |  |  | 51,116 |  | 2016 |  | 40
Devils Lake, ND |  |  | — |  |  | 323,508 |  |  | 1,133,773 |  |  | 955 |  |  | 323,508 |  |  | 1,134,728 |  |  | 1,458,236 |  |  | 65,741 |  | 2016 |  | 40
Cambridge, OH |  |  | — |  |  | 168,717 |  |  | 1,113,232 |  |  | — |  |  | 168,717 |  |  | 1,113,232 |  |  | 1,281,949 |  |  | 78,854 |  | 2016 |  | 40
Columbus, OH |  |  | — |  |  | 1,109,044 |  |  | 1,291,313 |  |  | — |  |  | 1,109,044 |  |  | 1,291,313 |  |  | 2,400,357 |  |  | 80,630 |  | 2016 |  | 40
Grove City, OH |  |  | — |  |  | 334,032 |  |  | 176,274 |  |  | — |  |  | 334,032 |  |  | 176,274 |  |  | 510,306 |  |  | 11,000 |  | 2016 |  | 40
Lorain, OH |  |  | — |  |  | 808,162 |  |  | 1,390,481 |  |  | 10,000 |  |  | 808,162 |  |  | 1,400,481 |  |  | 2,208,643 |  |  | 96,262 |  | 2016 |  | 40
Reynoldsburg, OH |  |  | — |  |  | 843,336 |  |  | 1,197,966 |  |  | — |  |  | 843,336 |  |  | 1,197,966 |  |  | 2,041,302 |  |  | 74,812 |  | 2016 |  | 40
Springfield, OH |  |  | — |  |  | 982,451 |  |  | 3,957,512 |  |  | (3,500) |  |  | 982,451 |  |  | 3,954,012 |  |  | 4,936,463 |  |  | 280,010 |  | 2016 |  | 40
Ardmore, OK |  |  | — |  |  | 571,993 |  |  | 1,590,151 |  |  | — |  |  | 571,993 |  |  | 1,590,151 |  |  | 2,162,144 |  |  | 102,699 |  | 2016 |  | 40
Dillon, SC |  |  | — |  |  | 85,896 |  |  | 1,697,160 |  |  | — |  |  | 85,896 |  |  | 1,697,160 |  |  | 1,783,056 |  |  | 123,751 |  | 2016 |  | 40
Jasper, TN |  |  | — |  |  | 190,582 |  |  | 966,125 |  |  | 6,888 |  |  | 190,582 |  |  | 973,013 |  |  | 1,163,595 |  |  | 48,624 |  | 2016 |  | 40
Austin, TX |  |  | — |  |  | 4,986,082 |  |  | 5,179,446 |  |  | 9,988 |  |  | 4,986,082 |  |  | 5,189,434 |  |  | 10,175,516 |  |  | 378,334 |  | 2016 |  | 40
Carthage, TX |  |  | — |  |  | 597,995 |  |  | 1,965,290 |  |  | — |  |  | 597,995 |  |  | 1,965,290 |  |  | 2,563,285 |  |  | 122,837 |  | 2016 |  | 40
Cedar Park, TX |  |  | — |  |  | 1,386,802 |  |  | 4,656,229 |  |  | 341,226 |  |  | 1,386,802 |  |  | 4,997,455 |  |  | 6,384,257 |  |  | 306,341 |  | 2016 |  | 40
Granbury, TX |  |  | — |  |  | 944,223 |  |  | 2,362,540 |  |  | — |  |  | 944,223 |  |  | 2,362,540 |  |  | 3,306,763 |  |  | 147,667 |  | 2016 |  | 40
Hemphill, TX |  |  | — |  |  | 250,503 |  |  | 1,955,918 |  |  | 11,886 |  |  | 250,503 |  |  | 1,967,804 |  |  | 2,218,307 |  |  | 110,304 |  | 2016 |  | 40
Lampasas, TX |  |  | — |  |  | 245,312 |  |  | 1,063,701 |  |  | — |  |  | 245,312 |  |  | 1,063,701 |  |  | 1,309,013 |  |  | 66,476 |  | 2016 |  | 40
Lubbock, TX |  |  | — |  |  | 1,501,556 |  |  | 2,341,031 |  |  | — |  |  | 1,501,556 |  |  | 2,341,031 |  |  | 3,842,587 |  |  | 146,324 |  | 2016 |  | 40
Odessa, TX |  |  | — |  |  | 921,043 |  |  | 2,434,384 |  |  | 5,615 |  |  | 921,043 |  |  | 2,439,999 |  |  | 3,361,042 |  |  | 152,310 |  | 2016 |  | 40
Port Arthur, TX |  |  | — |  |  | 1,889,732 |  |  | 8,121,417 |  |  | 4,655 |  |  | 1,889,732 |  |  | 8,126,072 |  |  | 10,015,804 |  |  | 473,704 |  | 2016 |  | 40
Tyler, TX |  |  | — |  |  | 4,446,648 |  |  | 3,178,302 |  |  | 3,007 |  |  | 4,446,648 |  |  | 3,181,309 |  |  | 7,627,957 |  |  | 184,065 |  | 2016 |  | 40
Farr West, UT |  |  | — |  |  | 679,206 |  |  | 1,040,737 |  |  | 3,062 |  |  | 679,206 |  |  | 1,043,799 |  |  | 1,723,005 |  |  | 63,993 |  | 2016 |  | 40
Provo, UT |  |  | — |  |  | 1,692,785 |  |  | 5,874,584 |  |  | 43,650 |  |  | 1,692,785 |  |  | 5,918,234 |  |  | 7,611,019 |  |  | 357,759 |  | 2016 |  | 40
St George, UT |  |  | — |  |  | 313,107 |  |  | 1,009,161 |  |  | 10,080 |  |  | 313,107 |  |  | 1,019,241 |  |  | 1,332,348 |  |  | 70,304 |  | 2016 |  | 40
Tappahannock, VA |  |  | — |  |  | 1,076,745 |  |  | 14,904 |  |  | — |  |  | 1,076,745 |  |  | 14,904 |  |  | 1,091,649 |  |  | 900 |  | 2016 |  | 40
Kirkland, WA |  |  | — |  |  | 816,072 |  |  | — |  |  | — |  |  | 816,072 |  |  | — |  |  | 816,072 |  |  | — |  | 2016 |  | —
Manitowoc, WI |  |  | — |  |  | 879,237 |  |  | 4,467,960 |  |  | — |  |  | 879,237 |  |  | 4,467,960 |  |  | 5,347,197 |  |  | 260,467 |  | 2016 |  | 40
Oak Creek, WI |  |  | — |  |  | 487,277 |  |  | 3,082,180 |  |  | 41,775 |  |  | 487,277 |  |  | 3,123,955 |  |  | 3,611,232 |  |  | 221,306 |  | 2016 |  | 40
Oxford, AL |  |  | — |  |  | 148,407 |  |  | 641,820 |  |  | — |  |  | 148,407 |  |  | 641,820 |  |  | 790,227 |  |  | 26,712 |  | 2017 |  | 40
Oxford, AL |  |  | — |  |  | 255,786 |  |  | 7,273,871 |  |  | — |  |  | 255,786 |  |  | 7,273,871 |  |  | 7,529,657 |  |  | 303,078 |  | 2017 |  | 40
Oxford, AL |  |  | — |  |  | 24,875 |  |  | 600,936 |  |  | — |  |  | 24,875 |  |  | 600,936 |  |  | 625,811 |  |  | 25,039 |  | 2017 |  | 40

F-38

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Jonesboro, AR |  |  | — |  |  | 3,656,554 |  |  | 3,219,456 |  |  | — |  |  | 3,656,554 |  |  | 3,219,456 |  |  | 6,876,010 |  |  | 98,475 |  | 2017 |  | 40
Lowell, AR |  |  | — |  |  | 949,519 |  |  | 1,435,056 |  |  | 10,229 |  |  | 949,519 |  |  | 1,445,285 |  |  | 2,394,804 |  |  | 36,068 |  | 2017 |  | 40
Southington, CT |  |  | — |  |  | 1,088,181 |  |  | 1,287,837 |  |  | 13,057 |  |  | 1,088,181 |  |  | 1,300,894 |  |  | 2,389,075 |  |  | 32,441 |  | 2017 |  | 40
Millsboro, DE |  |  | — |  |  | 3,501,109 |  |  | — |  |  | 665 |  |  | 3,501,774 |  |  | — |  |  | 3,501,774 |  |  | — |  | 2017 |  | —
Jacksonville,FL |  |  | — |  |  | 2,298,885 |  |  | 2,894,565 |  |  | 12,286 |  |  | 2,298,885 |  |  | 2,906,851 |  |  | 5,205,736 |  |  | 78,531 |  | 2017 |  | 40
Orange Park, FL |  |  | — |  |  | 214,858 |  |  | 2,304,095 |  |  | — |  |  | 214,858 |  |  | 2,304,095 |  |  | 2,518,953 |  |  | 86,373 |  | 2017 |  | 40
Port Richey, FL |  |  | — |  |  | 1,140,182 |  |  | 1,649,773 |  |  | — |  |  | 1,140,182 |  |  | 1,649,773 |  |  | 2,789,955 |  |  | 61,853 |  | 2017 |  | 40
Americus, GA |  |  | — |  |  | 1,318,463 |  |  | — |  |  | — |  |  | 1,318,463 |  |  | — |  |  | 1,318,463 |  |  | — |  | 2017 |  | —
Brunswick, GA |  |  | — |  |  | 1,279,688 |  |  | 2,158,863 |  |  | 205 |  |  | 1,279,688 |  |  | 2,159,068 |  |  | 3,438,756 |  |  | 94,280 |  | 2017 |  | 40
Brunswick, GA |  |  | — |  |  | 126,335 |  |  | 1,626,530 |  |  | — |  |  | 126,335 |  |  | 1,626,530 |  |  | 1,752,865 |  |  | 44,052 |  | 2017 |  | 40
Buford, GA |  |  | — |  |  | 341,860 |  |  | 1,023,813 |  |  | — |  |  | 341,860 |  |  | 1,023,813 |  |  | 1,365,673 |  |  | 38,358 |  | 2017 |  | 40
Carrollton, GA |  |  | — |  |  | 597,465 |  |  | 886,644 |  |  | — |  |  | 597,465 |  |  | 886,644 |  |  | 1,484,109 |  |  | 31,318 |  | 2017 |  | 40
Decatur, GA |  |  | — |  |  | 558,859 |  |  | 1,429,106 |  |  | — |  |  | 558,859 |  |  | 1,429,106 |  |  | 1,987,965 |  |  | 38,705 |  | 2017 |  | 40
Metter, GA |  |  | — |  |  | 256,743 |  |  | 766,818 |  |  | — |  |  | 256,743 |  |  | 766,818 |  |  | 1,023,561 |  |  | 27,114 |  | 2017 |  | 40
Villa Rica, GA |  |  | — |  |  | 410,936 |  |  | 1,311,444 |  |  | — |  |  | 410,936 |  |  | 1,311,444 |  |  | 1,722,380 |  |  | 51,882 |  | 2017 |  | 40
Chicago, IL |  |  | — |  |  | 2,899,155 |  |  | 9,822,986 |  |  | — |  |  | 2,899,155 |  |  | 9,822,986 |  |  | 12,722,141 |  |  | 429,668 |  | 2017 |  | 40
Chicago, IL |  |  | — |  |  | 2,081,151 |  |  | 5,197,315 |  |  | — |  |  | 2,081,151 |  |  | 5,197,315 |  |  | 7,278,466 |  |  | 227,014 |  | 2017 |  | 40
Galesburg, IL |  |  | — |  |  | 214,280 |  |  | 979,108 |  |  | — |  |  | 214,280 |  |  | 979,108 |  |  | 1,193,388 |  |  | 36,694 |  | 2017 |  | 40
Mundelein, IL |  |  | — |  |  | 1,238,743 |  |  | — |  |  | — |  |  | 1,238,743 |  |  | — |  |  | 1,238,743 |  |  | — |  | 2017 |  | —
Mundelein, IL |  |  | — |  |  | 1,743,222 |  |  | — |  |  | — |  |  | 1,743,222 |  |  | — |  |  | 1,743,222 |  |  | — |  | 2017 |  | —
Mundelein, IL |  |  | — |  |  | 1,803,068 |  |  | — |  |  | — |  |  | 1,803,068 |  |  | — |  |  | 1,803,068 |  |  | — |  | 2017 |  | —
Springfield, IL |  |  | — |  |  | 574,805 |  |  | 1,554,786 |  |  | 1,722 |  |  | 574,805 |  |  | 1,556,508 |  |  | 2,131,313 |  |  | 38,881 |  | 2017 |  | 40
Woodstock, IL |  |  | — |  |  | 683,419 |  |  | 1,002,207 |  |  | 284 |  |  | 683,419 |  |  | 1,002,491 |  |  | 1,685,910 |  |  | 27,148 |  | 2017 |  | 40
Frankfort, IN |  |  | — |  |  | 50,458 |  |  | 2,008,275 |  |  | — |  |  | 50,458 |  |  | 2,008,275 |  |  | 2,058,733 |  |  | 83,678 |  | 2017 |  | 40
Kokomo, IN |  |  | — |  |  | 95,196 |  |  | 1,484,778 |  |  | — |  |  | 95,196 |  |  | 1,484,778 |  |  | 1,579,974 |  |  | 40,213 |  | 2017 |  | 40
Nashville, IN |  |  | — |  |  | 484,117 |  |  | 2,458,215 |  |  | — |  |  | 484,117 |  |  | 2,458,215 |  |  | 2,942,332 |  |  | 91,945 |  | 2017 |  | 40
Roeland Park, KS |  |  | — |  |  | 7,829,806 |  |  | — |  |  | (1,247,898) |  |  | 6,581,908 |  |  | — |  |  | 6,581,908 |  |  | — |  | 2017 |  | —
Georgetown, KY |  |  | — |  |  | 1,996,456 |  |  | 6,315,768 |  |  | 928 |  |  | 1,996,456 |  |  | 6,316,696 |  |  | 8,313,152 |  |  | 243,812 |  | 2017 |  | 40
Hopkinsville, KY |  |  | — |  |  | 413,269 |  |  | 996,619 |  |  | — |  |  | 413,269 |  |  | 996,619 |  |  | 1,409,888 |  |  | 37,344 |  | 2017 |  | 40
Salyersville, KY |  |  | — |  |  | 289,663 |  |  | 906,455 |  |  | — |  |  | 289,663 |  |  | 906,455 |  |  | 1,196,118 |  |  | 35,845 |  | 2017 |  | 40
Amite, LA |  |  | — |  |  | 601,238 |  |  | 1,695,242 |  |  | — |  |  | 601,238 |  |  | 1,695,242 |  |  | 2,296,480 |  |  | 67,052 |  | 2017 |  | 40
Bossier City, LA |  |  | — |  |  | 797,899 |  |  | 2,925,864 |  |  | 146 |  |  | 797,899 |  |  | 2,926,010 |  |  | 3,723,909 |  |  | 79,243 |  | 2017 |  | 40
Kenner, LA |  |  | — |  |  | 323,188 |  |  | 859,298 |  |  | — |  |  | 323,188 |  |  | 859,298 |  |  | 1,182,486 |  |  | 26,787 |  | 2017 |  | 40
Mandeville, LA |  |  | — |  |  | 834,891 |  |  | 1,294,812 |  |  | (795) |  |  | 834,891 |  |  | 1,294,017 |  |  | 2,128,908 |  |  | 40,388 |  | 2017 |  | 40
New Orleans, LA |  |  | — |  |  | — |  |  | 6,846,313 |  |  | — |  |  | — |  |  | 6,846,313 |  |  | 6,846,313 |  |  | 256,689 |  | 2017 |  | 40
Baltimore, MD |  |  | — |  |  | 782,819 |  |  | 745,092 |  |  | — |  |  | 782,819 |  |  | 745,092 |  |  | 1,527,911 |  |  | 21,632 |  | 2017 |  | 40
Canton, MI |  |  | — |  |  | 3,655,296 |  |  | — |  |  | 13,912,109 |  |  | 7,345,761 |  |  | 10,221,644 |  |  | 17,567,405 |  |  | 220,173 |  | 2017 |  | 40

F-39

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Grand Rapids, MI |  |  | — |  |  | 7,015,035 |  |  | — |  |  | 2,635,983 |  |  | 1,750,000 |  |  | 7,901,018 |  |  | 9,651,018 |  |  | 98,763 |  | 2017 |  | 40
Bloomington, MN |  |  | — |  |  | 1,491,302 |  |  | — |  |  | — |  |  | 1,491,302 |  |  | — |  |  | 1,491,302 |  |  | — |  | 2017 |  | —
Maplewood, MN |  |  | — |  |  | 2,050,168 |  |  | 3,517,854 |  |  | (3,600) |  |  | 2,050,168 |  |  | 3,514,254 |  |  | 5,564,422 |  |  | 102,582 |  | 2017 |  | 40
Monticello, MN |  |  | — |  |  | 449,025 |  |  | 979,816 |  |  | 9,368 |  |  | 449,025 |  |  | 989,184 |  |  | 1,438,209 |  |  | 46,973 |  | 2017 |  | 40
Mountain Iron, MN |  |  | — |  |  | 177,918 |  |  | 1,139,849 |  |  | — |  |  | 177,918 |  |  | 1,139,849 |  |  | 1,317,767 |  |  | 42,724 |  | 2017 |  | 40
Gulfport, MS |  |  | — |  |  | 671,824 |  |  | 1,176,505 |  |  | — |  |  | 671,824 |  |  | 1,176,505 |  |  | 1,848,329 |  |  | 46,550 |  | 2017 |  | 40
Jackson, MS |  |  | — |  |  | 802,230 |  |  | 1,434,997 |  |  | — |  |  | 802,230 |  |  | 1,434,997 |  |  | 2,237,227 |  |  | 56,777 |  | 2017 |  | 40
McComb, MS |  |  | — |  |  | 67,026 |  |  | 685,426 |  |  | — |  |  | 67,026 |  |  | 685,426 |  |  | 752,452 |  |  | 25,655 |  | 2017 |  | 40
Kansas City, MO |  |  | — |  |  | 1,390,880 |  |  | 1,588,573 |  |  | — |  |  | 1,390,880 |  |  | 1,588,573 |  |  | 2,979,453 |  |  | 69,003 |  | 2017 |  | 40
Springfield, MO |  |  | — |  |  | 616,344 |  |  | 2,448,360 |  |  | 13,285 |  |  | 616,344 |  |  | 2,461,645 |  |  | 3,077,989 |  |  | 61,458 |  | 2017 |  | 40
St. Charles, MO |  |  | — |  |  | 736,242 |  |  | 2,122,426 |  |  | 36,650 |  |  | 736,242 |  |  | 2,159,076 |  |  | 2,895,318 |  |  | 93,246 |  | 2017 |  | 40
St. Peters, MO |  |  | — |  |  | 1,364,670 |  |  | — |  |  | — |  |  | 1,364,670 |  |  | — |  |  | 1,364,670 |  |  | — |  | 2017 |  | —
Boulder City, NV |  |  | — |  |  | 566,639 |  |  | 993,399 |  |  | — |  |  | 566,639 |  |  | 993,399 |  |  | 1,560,038 |  |  | 37,176 |  | 2017 |  | 40
Egg Harbor, NJ |  |  | — |  |  | 520,510 |  |  | 1,087,374 |  |  | — |  |  | 520,510 |  |  | 1,087,374 |  |  | 1,607,884 |  |  | 47,547 |  | 2017 |  | 40
Secaucus, NJ |  |  | 21,500,000 |  |  | 19,915,781 |  |  | 17,306,541 |  |  | 55,649 |  |  | 19,915,781 |  |  | 17,362,190 |  |  | 37,277,971 |  |  | 433,688 |  | 2017 |  | 40
Sewell, NJ |  |  | — |  |  | 1,809,771 |  |  | 6,892,134 |  |  | — |  |  | 1,809,771 |  |  | 6,892,134 |  |  | 8,701,905 |  |  | 258,448 |  | 2017 |  | 40
Santa Fe, NM |  |  | — |  |  | 1,072,340 |  |  | 4,013,237 |  |  | — |  |  | 1,072,340 |  |  | 4,013,237 |  |  | 5,085,577 |  |  | 200,655 |  | 2017 |  | 40
Statesville, NC |  |  | — |  |  | 287,467 |  |  | 867,849 |  |  | — |  |  | 287,467 |  |  | 867,849 |  |  | 1,155,316 |  |  | 39,772 |  | 2017 |  | 40
Jacksonville, NC |  |  | — |  |  | 308,321 |  |  | 875,652 |  |  | 24,019 |  |  | 308,321 |  |  | 899,671 |  |  | 1,207,992 |  |  | 32,946 |  | 2017 |  | 40
Minot, ND |  |  | — |  |  | 928,796 |  |  | 1,619,726 |  |  | — |  |  | 928,796 |  |  | 1,619,726 |  |  | 2,548,522 |  |  | 64,047 |  | 2017 |  | 40
Grandview Heights, OH |  |  | — |  |  | 1,276,870 |  |  | 8,557,690 |  |  | 650 |  |  | 1,276,870 |  |  | 8,558,340 |  |  | 9,835,210 |  |  | 338,594 |  | 2017 |  | 40
Hillard, OH |  |  | — |  |  | 1,001,228 |  |  | — |  |  | — |  |  | 1,001,228 |  |  | — |  |  | 1,001,228 |  |  | — |  | 2017 |  | —
Edmond, OK |  |  | — |  |  | 1,063,243 |  |  | 3,816,155 |  |  | — |  |  | 1,063,243 |  |  | 3,816,155 |  |  | 4,879,398 |  |  | 111,305 |  | 2017 |  | 40
Oklahoma City, OK |  |  | — |  |  | 868,648 |  |  | 1,820,174 |  |  | 7,835 |  |  | 868,648 |  |  | 1,828,009 |  |  | 2,696,657 |  |  | 60,599 |  | 2017 |  | 40
Erie, PA |  |  | — |  |  | 425,267 |  |  | 1,284,883 |  |  | — |  |  | 425,267 |  |  | 1,284,883 |  |  | 1,710,150 |  |  | 42,696 |  | 2017 |  | 40
Pittsburgh, PA |  |  | — |  |  | 692,454 |  |  | 2,509,358 |  |  | — |  |  | 692,454 |  |  | 2,509,358 |  |  | 3,201,812 |  |  | 93,924 |  | 2017 |  | 40
Gaffney, SC |  |  | — |  |  | 200,845 |  |  | 878,455 |  |  | — |  |  | 200,845 |  |  | 878,455 |  |  | 1,079,300 |  |  | 32,914 |  | 2017 |  | 40
Sumter, SC |  |  | — |  |  | 132,204 |  |  | 1,095,478 |  |  | — |  |  | 132,204 |  |  | 1,095,478 |  |  | 1,227,682 |  |  | 43,333 |  | 2017 |  | 40
Chattanooga, TN |  |  | — |  |  | 2,089,237 |  |  | 3,595,808 |  |  | 195 |  |  | 2,089,237 |  |  | 3,596,003 |  |  | 5,685,240 |  |  | 97,389 |  | 2017 |  | 40
Etowah, TN |  |  | — |  |  | 74,057 |  |  | 862,436 |  |  | 2,732 |  |  | 74,057 |  |  | 865,168 |  |  | 939,225 |  |  | 37,745 |  | 2017 |  | 40
Memphis, TN |  |  | — |  |  | 1,661,764 |  |  | 3,874,356 |  |  | (250) |  |  | 1,661,764 |  |  | 3,874,106 |  |  | 5,535,870 |  |  | 177,513 |  | 2017 |  | 40
Alamo, TX |  |  | — |  |  | 104,878 |  |  | 821,355 |  |  | 13,274 |  |  | 104,878 |  |  | 834,629 |  |  | 939,507 |  |  | 20,783 |  | 2017 |  | 40
Andrews, TX |  |  | — |  |  | 172,373 |  |  | 817,252 |  |  | (292) |  |  | 172,373 |  |  | 816,960 |  |  | 989,333 |  |  | 35,747 |  | 2017 |  | 40
Arlington, TX |  |  | — |  |  | 497,852 |  |  | 1,601,007 |  |  | 1,783 |  |  | 497,852 |  |  | 1,602,790 |  |  | 2,100,642 |  |  | 63,366 |  | 2017 |  | 40
Canyon Lake, TX |  |  | — |  |  | 382,522 |  |  | 1,026,179 |  |  | (281) |  |  | 382,522 |  |  | 1,025,898 |  |  | 1,408,420 |  |  | 25,649 |  | 2017 |  | 40
Corpus Christi, TX |  |  | — |  |  | 185,375 |  |  | 1,413,298 |  |  | — |  |  | 185,375 |  |  | 1,413,298 |  |  | 1,598,673 |  |  | 55,792 |  | 2017 |  | 40
Fort Stockton, TX |  |  | — |  |  | 185,474 |  |  | 1,186,339 |  |  | — |  |  | 185,474 |  |  | 1,186,339 |  |  | 1,371,813 |  |  | 46,926 |  | 2017 |  | 40

F-40

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Fort Worth, TX |  |  | — |  |  | 1,016,587 |  |  | 4,622,507 |  |  | — |  |  | 1,016,587 |  |  | 4,622,507 |  |  | 5,639,094 |  |  | 144,383 |  | 2017 |  | 40
Lufkin, TX |  |  | — |  |  | 1,497,171 |  |  | 4,948,906 |  |  | 3,078 |  |  | 1,497,171 |  |  | 4,951,984 |  |  | 6,449,155 |  |  | 216,554 |  | 2017 |  | 40
Heber, UT |  |  | — |  |  | 367,013 |  |  | 1,204,635 |  |  | — |  |  | 367,013 |  |  | 1,204,635 |  |  | 1,571,648 |  |  | 54,326 |  | 2017 |  | 40
Newport News, VA |  |  | — |  |  | 2,458,053 |  |  | 5,390,475 |  |  | 576,298 |  |  | 2,458,053 |  |  | 5,966,773 |  |  | 8,424,826 |  |  | 218,674 |  | 2017 |  | 40
Appleton, WI |  |  | — |  |  | 417,249 |  |  | 1,525,582 |  |  | 275 |  |  | 417,249 |  |  | 1,525,857 |  |  | 1,943,106 |  |  | 57,080 |  | 2017 |  | 40
Onalaska, WI |  |  | — |  |  | 821,084 |  |  | 2,651,772 |  |  | — |  |  | 821,084 |  |  | 2,651,772 |  |  | 3,472,856 |  |  | 104,905 |  | 2017 |  | 40
Athens, AL |  |  | — |  |  | 253,858 |  |  | 1,204,570 |  |  | — |  |  | 253,858 |  |  | 1,204,570 |  |  | 1,458,428 |  |  | — |  | 2018 |  | 40
Birmingham, AL |  |  | — |  |  | 1,635,912 |  |  | 2,739,834 |  |  | — |  |  | 1,635,912 |  |  | 2,739,834 |  |  | 4,375,746 |  |  | 51,345 |  | 2018 |  | 40
Boaz, AL |  |  | — |  |  | 379,197 |  |  | 898,689 |  |  | — |  |  | 379,197 |  |  | 898,689 |  |  | 1,277,886 |  |  | 16,766 |  | 2018 |  | 40
Roanoke, AL |  |  | — |  |  | 110,924 |  |  | 938,451 |  |  | — |  |  | 110,924 |  |  | 938,451 |  |  | 1,049,375 |  |  | 5,865 |  | 2018 |  | 40
Selma, AL |  |  | — |  |  | 206,831 |  |  | 1,790,939 |  |  | — |  |  | 206,831 |  |  | 1,790,939 |  |  | 1,997,770 |  |  | — |  | 2018 |  | 40
Maricopa, AZ |  |  | — |  |  | 2,166,955 |  |  | 9,505,724 |  |  | — |  |  | 2,166,955 |  |  | 9,505,724 |  |  | 11,672,679 |  |  | 19,804 |  | 2018 |  | 40
Parker, AZ |  |  | — |  |  | 322,510 |  |  | 1,159,624 |  |  | — |  |  | 322,510 |  |  | 1,159,624 |  |  | 1,482,134 |  |  | 16,911 |  | 2018 |  | 40
St. Michaels, AZ |  |  | — |  |  | 127,874 |  |  | 1,043,962 |  |  | — |  |  | 127,874 |  |  | 1,043,962 |  |  | 1,171,836 |  |  | 6,525 |  | 2018 |  | 40
Little Rock, AR |  |  | — |  |  | 390,921 |  |  | 856,987 |  |  | — |  |  | 390,921 |  |  | 856,987 |  |  | 1,247,908 |  |  | — |  | 2018 |  | 40
Grand Junction, CO |  |  | — |  |  | 835,792 |  |  | 1,915,976 |  |  | — |  |  | 835,792 |  |  | 1,915,976 |  |  | 2,751,768 |  |  | — |  | 2018 |  | 40
Brookfield, CT |  |  | — |  |  | 343,489 |  |  | 835,106 |  |  | — |  |  | 343,489 |  |  | 835,106 |  |  | 1,178,595 |  |  | — |  | 2018 |  | 40
Manchester, CT |  |  | — |  |  | 316,847 |  |  | 558,659 |  |  | — |  |  | 316,847 |  |  | 558,659 |  |  | 875,506 |  |  | — |  | 2018 |  | 40
Waterbury, CT |  |  | — |  |  | 663,667 |  |  | 607,457 |  |  | — |  |  | 663,667 |  |  | 607,457 |  |  | 1,271,124 |  |  | — |  | 2018 |  | 40
Apopka, FL |  |  | — |  |  | 587,585 |  |  | 2,363,721 |  |  | — |  |  | 587,585 |  |  | 2,363,721 |  |  | 2,951,306 |  |  | — |  | 2018 |  | 40
Cape Coral, FL |  |  | — |  |  | 554,721 |  |  | 1,009,404 |  |  | — |  |  | 554,721 |  |  | 1,009,404 |  |  | 1,564,125 |  |  | — |  | 2018 |  | 40
Crystal River, FL |  |  | — |  |  | 369,723 |  |  | 1,015,324 |  |  | — |  |  | 369,723 |  |  | 1,015,324 |  |  | 1,385,047 |  |  | 23,257 |  | 2018 |  | 40
DeFuniak Springs, FL |  |  | — |  |  | 226,898 |  |  | 835,016 |  |  | — |  |  | 226,898 |  |  | 835,016 |  |  | 1,061,914 |  |  | 3,479 |  | 2018 |  | 40
Eustis, FL |  |  | — |  |  | 649,394 |  |  | 1,580,694 |  |  | — |  |  | 649,394 |  |  | 1,580,694 |  |  | 2,230,088 |  |  | — |  | 2018 |  | 40
Hollywood, FL |  |  | — |  |  | 895,783 |  |  | 947,204 |  |  | — |  |  | 895,783 |  |  | 947,204 |  |  | 1,842,987 |  |  | — |  | 2018 |  | 40
Homestead, FL |  |  | — |  |  | 650,821 |  |  | 948,265 |  |  | — |  |  | 650,821 |  |  | 948,265 |  |  | 1,599,086 |  |  | — |  | 2018 |  | 40
Jacksonville, FL |  |  | — |  |  | 827,799 |  |  | 1,554,516 |  |  | — |  |  | 827,799 |  |  | 1,554,516 |  |  | 2,382,315 |  |  | — |  | 2018 |  | 40
Marianna, FL |  |  | — |  |  | 257,760 |  |  | 886,801 |  |  | — |  |  | 257,760 |  |  | 886,801 |  |  | 1,144,561 |  |  | — |  | 2018 |  | 40
Melbourne, FL |  |  | — |  |  | 497,607 |  |  | 1,549,974 |  |  | — |  |  | 497,607 |  |  | 1,549,974 |  |  | 2,047,581 |  |  | — |  | 2018 |  | 40
Merritt Island,FL |  |  | — |  |  | 598,790 |  |  | 988,114 |  |  | — |  |  | 598,790 |  |  | 988,114 |  |  | 1,586,904 |  |  | 6,176 |  | 2018 |  | 40
St. Petersburg, FL |  |  | — |  |  | 958,547 |  |  | 902,502 |  |  | — |  |  | 958,547 |  |  | 902,502 |  |  | 1,861,049 |  |  | 9,345 |  | 2018 |  | 40
Tampa, FL |  |  | — |  |  | 488,002 |  |  | 1,209,902 |  |  | — |  |  | 488,002 |  |  | 1,209,902 |  |  | 1,697,904 |  |  | 12,603 |  | 2018 |  | 40
Tampa, FL |  |  | — |  |  | 703,273 |  |  | 1,283,951 |  |  | — |  |  | 703,273 |  |  | 1,283,951 |  |  | 1,987,224 |  |  | — |  | 2018 |  | 40
Titusville, FL |  |  | — |  |  | 137,421 |  |  | 1,017,394 |  |  | — |  |  | 137,421 |  |  | 1,017,394 |  |  | 1,154,815 |  |  | — |  | 2018 |  | 40
Winter Haven, FL |  |  | — |  |  | 832,247 |  |  | 1,433,449 |  |  | — |  |  | 832,247 |  |  | 1,433,449 |  |  | 2,265,696 |  |  | — |  | 2018 |  | 40
Albany, GA |  |  | — |  |  | 448,253 |  |  | 1,462,641 |  |  | — |  |  | 448,253 |  |  | 1,462,641 |  |  | 1,910,894 |  |  | — |  | 2018 |  | 40
Austell, GA |  |  | — |  |  | 1,162,782 |  |  | 7,462,351 |  |  | — |  |  | 1,162,782 |  |  | 7,462,351 |  |  | 8,625,133 |  |  | 124,373 |  | 2018 |  | 40

F-41

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Conyers, GA |  |  | — |  |  | 330,549 |  |  | 941,133 |  |  | — |  |  | 330,549 |  |  | 941,133 |  |  | 1,271,682 |  |  | — |  | 2018 |  | 40
Covington, GA |  |  | — |  |  | 744,321 |  |  | 1,235,171 |  |  | — |  |  | 744,321 |  |  | 1,235,171 |  |  | 1,979,492 |  |  | 2,573 |  | 2018 |  | 40
Doraville, GA |  |  | — |  |  | 1,991,031 |  |  | 291,663 |  |  | — |  |  | 1,991,031 |  |  | 291,663 |  |  | 2,282,694 |  |  | 5,407 |  | 2018 |  | 40
Douglasville, GA |  |  | — |  |  | 519,420 |  |  | 1,492,529 |  |  | — |  |  | 519,420 |  |  | 1,492,529 |  |  | 2,011,949 |  |  | — |  | 2018 |  | 40
Lilburn, GA |  |  | — |  |  | 304,597 |  |  | 1,206,785 |  |  | — |  |  | 304,597 |  |  | 1,206,785 |  |  | 1,511,382 |  |  | — |  | 2018 |  | 40
Marietta, GA |  |  | — |  |  | 1,257,433 |  |  | 1,563,755 |  |  | — |  |  | 1,257,433 |  |  | 1,563,755 |  |  | 2,821,188 |  |  | 32,513 |  | 2018 |  | 40
Marietta, GA |  |  | — |  |  | 447,582 |  |  | 832,782 |  |  | — |  |  | 447,582 |  |  | 832,782 |  |  | 1,280,364 |  |  | — |  | 2018 |  | 40
Pooler, GA |  |  | — |  |  | 989,819 |  |  | 1,220,271 |  |  | — |  |  | 989,819 |  |  | 1,220,271 |  |  | 2,210,090 |  |  | 15,249 |  | 2018 |  | 40
Riverdale, GA |  |  | — |  |  | 474,072 |  |  | 879,835 |  |  | — |  |  | 474,072 |  |  | 879,835 |  |  | 1,353,907 |  |  | — |  | 2018 |  | 40
Savannah, GA |  |  | — |  |  | 944,815 |  |  | 2,997,426 |  |  | — |  |  | 944,815 |  |  | 2,997,426 |  |  | 3,942,241 |  |  | — |  | 2018 |  | 40
Statesboro, GA |  |  | — |  |  | 681,381 |  |  | 1,592,291 |  |  | — |  |  | 681,381 |  |  | 1,592,291 |  |  | 2,273,672 |  |  | 9,952 |  | 2018 |  | 40
Union City, GA |  |  | — |  |  | 97,528 |  |  | 1,036,165 |  |  | — |  |  | 97,528 |  |  | 1,036,165 |  |  | 1,133,693 |  |  | — |  | 2018 |  | 40
Nampa, ID |  |  | — |  |  | 496,676 |  |  | 5,163,257 |  |  | — |  |  | 496,676 |  |  | 5,163,257 |  |  | 5,659,933 |  |  | 53,784 |  | 2018 |  | 40
Aurora, IL |  |  | — |  |  | 174,456 |  |  | 862,599 |  |  | — |  |  | 174,456 |  |  | 862,599 |  |  | 1,037,055 |  |  | — |  | 2018 |  | 40
Aurora, IL |  |  | — |  |  | 623,568 |  |  | 1,437,665 |  |  | — |  |  | 623,568 |  |  | 1,437,665 |  |  | 2,061,233 |  |  | 14,976 |  | 2018 |  | 40
Bloomington, IL |  |  | — |  |  | 1,408,067 |  |  | 986,931 |  |  | — |  |  | 1,408,067 |  |  | 986,931 |  |  | 2,394,998 |  |  | 16,449 |  | 2018 |  | 40
Carlinville, IL |  |  | — |  |  | 208,519 |  |  | 1,113,537 |  |  | — |  |  | 208,519 |  |  | 1,113,537 |  |  | 1,322,056 |  |  | 16,239 |  | 2018 |  | 40
Centralia, IL |  |  | — |  |  | 277,527 |  |  | 351,547 |  |  | — |  |  | 277,527 |  |  | 351,547 |  |  | 629,074 |  |  | — |  | 2018 |  | 40
Chicago, IL |  |  | — |  |  | 1,569,578 |  |  | 632,848 |  |  | — |  |  | 1,569,578 |  |  | 632,848 |  |  | 2,202,426 |  |  | 14,475 |  | 2018 |  | 40
Flora, IL |  |  | — |  |  | 232,155 |  |  | 1,121,688 |  |  | — |  |  | 232,155 |  |  | 1,121,688 |  |  | 1,353,843 |  |  | 2,337 |  | 2018 |  | 40
Gurnee, IL |  |  | — |  |  | 1,341,679 |  |  | 951,320 |  |  | — |  |  | 1,341,679 |  |  | 951,320 |  |  | 2,292,999 |  |  | 17,821 |  | 2018 |  | 40
Lake Zurich, IL |  |  | — |  |  | 290,272 |  |  | 857,467 |  |  | — |  |  | 290,272 |  |  | 857,467 |  |  | 1,147,739 |  |  | 1,786 |  | 2018 |  | 40
Macomb, IL |  |  | — |  |  | 85,753 |  |  | 661,375 |  |  | — |  |  | 85,753 |  |  | 661,375 |  |  | 747,128 |  |  | — |  | 2018 |  | 40
Morris, IL |  |  | — |  |  | 331,622 |  |  | 1,842,994 |  |  | — |  |  | 331,622 |  |  | 1,842,994 |  |  | 2,174,616 |  |  | 11,519 |  | 2018 |  | 40
Newton, IL |  |  | — |  |  | 510,192 |  |  | 1,069,075 |  |  | — |  |  | 510,192 |  |  | 1,069,075 |  |  | 1,579,267 |  |  | 8,909 |  | 2018 |  | 40
Northlake, IL |  |  | — |  |  | 353,337 |  |  | 564,677 |  |  | — |  |  | 353,337 |  |  | 564,677 |  |  | 918,014 |  |  | — |  | 2018 |  | 40
Rockford, IL |  |  | — |  |  | 270,180 |  |  | 708,041 |  |  | — |  |  | 270,180 |  |  | 708,041 |  |  | 978,221 |  |  | 16,218 |  | 2018 |  | 40
Greenwood, IN |  |  | — |  |  | 1,586,786 |  |  | 1,232,818 |  |  | — |  |  | 1,586,786 |  |  | 1,232,818 |  |  | 2,819,604 |  |  | 17,979 |  | 2018 |  | 40
Hammond, IN |  |  | — |  |  | 230,142 |  |  | — |  |  | — |  |  | 230,142 |  |  | — |  |  | 230,142 |  |  | — |  | 2018 |  | —
Indianapolis, IN |  |  | — |  |  | 132,291 |  |  | 311,647 |  |  | — |  |  | 132,291 |  |  | 311,647 |  |  | 443,938 |  |  | — |  | 2018 |  | 40
Mishawaka, IN |  |  | — |  |  | 1,263,680 |  |  | 4,106,900 |  |  | — |  |  | 1,263,680 |  |  | 4,106,900 |  |  | 5,370,580 |  |  | 25,668 |  | 2018 |  | 40
South Bend, IN |  |  | — |  |  | 420,571 |  |  | 2,772,376 |  |  | — |  |  | 420,571 |  |  | 2,772,376 |  |  | 3,192,947 |  |  | 63,487 |  | 2018 |  | 40
Warsaw, IN |  |  | — |  |  | 583,174 |  |  | 1,118,270 |  |  | — |  |  | 583,174 |  |  | 1,118,270 |  |  | 1,701,444 |  |  | 25,608 |  | 2018 |  | 40
Ackley, IA |  |  | — |  |  | 202,968 |  |  | 896,444 |  |  | — |  |  | 202,968 |  |  | 896,444 |  |  | 1,099,412 |  |  | 18,593 |  | 2018 |  | 40
Ottumwa, IA |  |  | — |  |  | 227,562 |  |  | 5,794,123 |  |  | — |  |  | 227,562 |  |  | 5,794,123 |  |  | 6,021,685 |  |  | 132,760 |  | 2018 |  | 40
Riceville, IA |  |  | — |  |  | 154,294 |  |  | 742,421 |  |  | — |  |  | 154,294 |  |  | 742,421 |  |  | 896,715 |  |  | 15,362 |  | 2018 |  | 40
Riverside, IA |  |  | — |  |  | 579,935 |  |  | 1,594,085 |  |  | — |  |  | 579,935 |  |  | 1,594,085 |  |  | 2,174,020 |  |  | 19,926 |  | 2018 |  | 40

F-42

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Urbandale, IA |  |  | — |  |  | 68,172 |  |  | 2,938,611 |  |  | — |  |  | 68,172 |  |  | 2,938,611 |  |  | 3,006,783 |  |  | 68,313 |  | 2018 |  | 40
Overland Park, KS |  |  | — |  |  | 1,053,287 |  |  | 6,141,649 |  |  | — |  |  | 1,053,287 |  |  | 6,141,649 |  |  | 7,194,936 |  |  | 38,385 |  | 2018 |  | 40
Ekron, KY |  |  | — |  |  | 95,655 |  |  | 802,880 |  |  | — |  |  | 95,655 |  |  | 802,880 |  |  | 898,535 |  |  | 10,036 |  | 2018 |  | 40
Florence, KY |  |  | — |  |  | 601,820 |  |  | 1,054,572 |  |  | — |  |  | 601,820 |  |  | 1,054,572 |  |  | 1,656,392 |  |  | — |  | 2018 |  | 40
Chalmette, LA |  |  | — |  |  | 290,396 |  |  | 1,297,684 |  |  | — |  |  | 290,396 |  |  | 1,297,684 |  |  | 1,588,080 |  |  | — |  | 2018 |  | 40
Donaldsonville, LA |  |  | — |  |  | 542,118 |  |  | 2,418,183 |  |  | — |  |  | 542,118 |  |  | 2,418,183 |  |  | 2,960,301 |  |  | 25,189 |  | 2018 |  | 40
Franklinton, LA |  |  | — |  |  | 193,192 |  |  | 925,598 |  |  | — |  |  | 193,192 |  |  | 925,598 |  |  | 1,118,790 |  |  | 5,785 |  | 2018 |  | 40
Franklinton, LA |  |  | — |  |  | 242,651 |  |  | 2,462,533 |  |  | — |  |  | 242,651 |  |  | 2,462,533 |  |  | 2,705,184 |  |  | 25,651 |  | 2018 |  | 40
Franklinton, LA |  |  | — |  |  | 396,560 |  |  | 1,122,737 |  |  | — |  |  | 396,560 |  |  | 1,122,737 |  |  | 1,519,297 |  |  | 7,017 |  | 2018 |  | 40
Franklinton, LA |  |  | — |  |  | 163,258 |  |  | 747,944 |  |  | — |  |  | 163,258 |  |  | 747,944 |  |  | 911,202 |  |  | 4,675 |  | 2018 |  | 40
Harvey, LA |  |  | — |  |  | 728,822 |  |  | 1,468,688 |  |  | — |  |  | 728,822 |  |  | 1,468,688 |  |  | 2,197,510 |  |  | 27,466 |  | 2018 |  | 40
Jena, LA |  |  | — |  |  | 772,878 |  |  | 2,392,129 |  |  | — |  |  | 772,878 |  |  | 2,392,129 |  |  | 3,165,007 |  |  | 24,918 |  | 2018 |  | 40
Jennings, LA |  |  | — |  |  | 128,158 |  |  | 2,329,137 |  |  | — |  |  | 128,158 |  |  | 2,329,137 |  |  | 2,457,295 |  |  | 24,262 |  | 2018 |  | 40
New Orleans, LA |  |  | — |  |  | 293,726 |  |  | — |  |  | — |  |  | 293,726 |  |  | — |  |  | 293,726 |  |  | — |  | 2018 |  | —
Pine Grove, LA |  |  | — |  |  | 238,223 |  |  | 758,573 |  |  | — |  |  | 238,223 |  |  | 758,573 |  |  | 996,796 |  |  | 4,741 |  | 2018 |  | 40
Rayville, LA |  |  | — |  |  | 310,034 |  |  | 2,365,203 |  |  | — |  |  | 310,034 |  |  | 2,365,203 |  |  | 2,675,237 |  |  | 24,638 |  | 2018 |  | 40
Roseland, LA |  |  | — |  |  | 307,331 |  |  | 872,252 |  |  | — |  |  | 307,331 |  |  | 872,252 |  |  | 1,179,583 |  |  | 5,452 |  | 2018 |  | 40
Talisheek, LA |  |  | — |  |  | 150,802 |  |  | 1,031,214 |  |  | — |  |  | 150,802 |  |  | 1,031,214 |  |  | 1,182,016 |  |  | 6,445 |  | 2018 |  | 40
Baltimore, MD |  |  | — |  |  | 699,157 |  |  | 651,927 |  |  | — |  |  | 699,157 |  |  | 651,927 |  |  | 1,351,084 |  |  | — |  | 2018 |  | 40
Salisbury, MD |  |  | — |  |  | 305,215 |  |  | 1,193,870 |  |  | — |  |  | 305,215 |  |  | 1,193,870 |  |  | 1,499,085 |  |  | — |  | 2018 |  | 40
Springfield, MA |  |  | — |  |  | 153,428 |  |  | 826,741 |  |  | — |  |  | 153,428 |  |  | 826,741 |  |  | 980,169 |  |  | — |  | 2018 |  | 40
Ann Arbor, MI |  |  | — |  |  | 735,859 |  |  | 2,489,707 |  |  | — |  |  | 735,859 |  |  | 2,489,707 |  |  | 3,225,566 |  |  | 57,009 |  | 2018 |  | 40
Belleville, MI |  |  | — |  |  | 598,203 |  |  | 3,970,176 |  |  | — |  |  | 598,203 |  |  | 3,970,176 |  |  | 4,568,379 |  |  | 90,891 |  | 2018 |  | 40
Grand Blanc, MI |  |  | — |  |  | 1,589,886 |  |  | 3,738,477 |  |  | — |  |  | 1,589,886 |  |  | 3,738,477 |  |  | 5,328,363 |  |  | 85,596 |  | 2018 |  | 40
Jackson, MI |  |  | — |  |  | 1,451,971 |  |  | 2,548,436 |  |  | — |  |  | 1,451,971 |  |  | 2,548,436 |  |  | 4,000,407 |  |  | 58,343 |  | 2018 |  | 40
Kentwood, MI |  |  | — |  |  | 939,481 |  |  | 3,438,259 |  |  | — |  |  | 939,481 |  |  | 3,438,259 |  |  | 4,377,740 |  |  | 78,729 |  | 2018 |  | 40
Lake Orion, MI |  |  | — |  |  | 1,172,982 |  |  | 2,349,762 |  |  | — |  |  | 1,172,982 |  |  | 2,349,762 |  |  | 3,522,744 |  |  | 53,797 |  | 2018 |  | 40
Onaway, MI |  |  | — |  |  | 17,557 |  |  | 935,308 |  |  | — |  |  | 17,557 |  |  | 935,308 |  |  | 952,865 |  |  | 13,640 |  | 2018 |  | 40
Champlin, MN |  |  | — |  |  | 307,271 |  |  | 1,602,196 |  |  | — |  |  | 307,271 |  |  | 1,602,196 |  |  | 1,909,467 |  |  | — |  | 2018 |  | 40
North Branch, MN |  |  | — |  |  | 533,175 |  |  | — |  |  | — |  |  | 533,175 |  |  | — |  |  | 533,175 |  |  | — |  | 2018 |  | —
Richfield, MN |  |  | — |  |  | 2,141,431 |  |  | 613,552 |  |  | — |  |  | 2,141,431 |  |  | 613,552 |  |  | 2,754,983 |  |  | — |  | 2018 |  | 40
Bay St. Louis, MS |  |  | — |  |  | 547,498 |  |  | 2,080,989 |  |  | — |  |  | 547,498 |  |  | 2,080,989 |  |  | 2,628,487 |  |  | 21,677 |  | 2018 |  | 40
Corinth, MS |  |  | — |  |  | 504,885 |  |  | 4,540,022 |  |  | — |  |  | 504,885 |  |  | 4,540,022 |  |  | 5,044,907 |  |  | 104,037 |  | 2018 |  | 40
Forest, MS |  |  | — |  |  | 189,817 |  |  | 1,340,848 |  |  | — |  |  | 189,817 |  |  | 1,340,848 |  |  | 1,530,665 |  |  | 13,967 |  | 2018 |  | 40
Southaven, MS |  |  | — |  |  | 150,931 |  |  | 826,123 |  |  | — |  |  | 150,931 |  |  | 826,123 |  |  | 977,054 |  |  | — |  | 2018 |  | 40
Waynesboro, MS |  |  | — |  |  | 243,835 |  |  | 1,205,383 |  |  | — |  |  | 243,835 |  |  | 1,205,383 |  |  | 1,449,218 |  |  | 12,556 |  | 2018 |  | 40
Blue Springs, MO |  |  | — |  |  | 431,698 |  |  | 1,704,870 |  |  | — |  |  | 431,698 |  |  | 1,704,870 |  |  | 2,136,568 |  |  | 21,308 |  | 2018 |  | 40

F-43

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Florissant, MO |  |  | — |  |  | 733,592 |  |  | 1,961,094 |  |  | — |  |  | 733,592 |  |  | 1,961,094 |  |  | 2,694,686 |  |  | — |  | 2018 |  | 40
Joplin, MO |  |  | — |  |  | 789,880 |  |  | 384,638 |  |  | — |  |  | 789,880 |  |  | 384,638 |  |  | 1,174,518 |  |  | 8,804 |  | 2018 |  | 40
Liberty, MO |  |  | — |  |  | 308,470 |  |  | 2,750,231 |  |  | — |  |  | 308,470 |  |  | 2,750,231 |  |  | 3,058,701 |  |  | 51,458 |  | 2018 |  | 40
Neosho, MO |  |  | — |  |  | 687,812 |  |  | 1,115,054 |  |  | — |  |  | 687,812 |  |  | 1,115,054 |  |  | 1,802,866 |  |  | 13,938 |  | 2018 |  | 40
Springfield, MO |  |  | — |  |  | 1,311,497 |  |  | 5,462,972 |  |  | — |  |  | 1,311,497 |  |  | 5,462,972 |  |  | 6,774,469 |  |  | 136,548 |  | 2018 |  | 40
St. Peters, MO |  |  | — |  |  | 1,205,257 |  |  | 1,760,658 |  |  | — |  |  | 1,205,257 |  |  | 1,760,658 |  |  | 2,965,915 |  |  | — |  | 2018 |  | 40
Webb City, MO |  |  | — |  |  | 1,324,146 |  |  | 1,501,744 |  |  | — |  |  | 1,324,146 |  |  | 1,501,744 |  |  | 2,825,890 |  |  | 34,404 |  | 2018 |  | 40
Nashua, NH |  |  | — |  |  | 3,635,953 |  |  | 2,720,644 |  |  | — |  |  | 3,635,953 |  |  | 2,720,644 |  |  | 6,356,597 |  |  | 62,214 |  | 2018 |  | 40
Forked River, NJ |  |  | — |  |  | 4,227,966 |  |  | 3,991,690 |  |  | — |  |  | 4,227,966 |  |  | 3,991,690 |  |  | 8,219,656 |  |  | 16,632 |  | 2018 |  | 40
Forked River, NJ |  |  | — |  |  | 3,505,805 |  |  | (2,766,838) |  |  | — |  |  | 3,505,805 |  |  | (2,766,838) |  |  | 738,967 |  |  | 1,774 |  | 2018 |  | 40
Forked River, NJ |  |  | — |  |  | 1,128,858 |  |  | 1,396,960 |  |  | — |  |  | 1,128,858 |  |  | 1,396,960 |  |  | 2,525,818 |  |  | 5,821 |  | 2018 |  | 40
Forked River, NJ |  |  | — |  |  | 1,682,284 |  |  | 3,527,964 |  |  | — |  |  | 1,682,284 |  |  | 3,527,964 |  |  | 5,210,248 |  |  | 1,398 |  | 2018 |  | 40
Forked River, NJ |  |  | — |  |  | 682,822 |  |  | — |  |  | — |  |  | 682,822 |  |  | — |  |  | 682,822 |  |  | — |  | 2018 |  | —
Woodland Park, NJ |  |  | — |  |  | 7,761,801 |  |  | 3,958,902 |  |  | — |  |  | 7,761,801 |  |  | 3,958,902 |  |  | 11,720,703 |  |  | 41,226 |  | 2018 |  | 40
Bernalillo, NM |  |  | — |  |  | 899,770 |  |  | 2,037,465 |  |  | — |  |  | 899,770 |  |  | 2,037,465 |  |  | 2,937,235 |  |  | 47,973 |  | 2018 |  | 40
Farmington, NM |  |  | — |  |  | 4,428,998 |  |  | — |  |  | — |  |  | 4,428,998 |  |  | — |  |  | 4,428,998 |  |  | — |  | 2018 |  | —
Canandaigue, NY |  |  | — |  |  | 154,996 |  |  | 1,352,174 |  |  | — |  |  | 154,996 |  |  | 1,352,174 |  |  | 1,507,170 |  |  | 11,249 |  | 2018 |  | 40
Catskill, NY |  |  | — |  |  | 80,524 |  |  | 1,097,609 |  |  | — |  |  | 80,524 |  |  | 1,097,609 |  |  | 1,178,133 |  |  | 9,127 |  | 2018 |  | 40
Clifton Park, NY |  |  | — |  |  | 925,613 |  |  | 1,858,613 |  |  | — |  |  | 925,613 |  |  | 1,858,613 |  |  | 2,784,226 |  |  | — |  | 2018 |  | 40
Elmira, NY |  |  | — |  |  | 43,388 |  |  | 947,627 |  |  | — |  |  | 43,388 |  |  | 947,627 |  |  | 991,015 |  |  | — |  | 2018 |  | 40
Geneseo, NY |  |  | — |  |  | 264,795 |  |  | 1,328,115 |  |  | — |  |  | 264,795 |  |  | 1,328,115 |  |  | 1,592,910 |  |  | 11,068 |  | 2018 |  | 40
Greece, NY |  |  | — |  |  | 182,916 |  |  | 1,254,678 |  |  | — |  |  | 182,916 |  |  | 1,254,678 |  |  | 1,437,594 |  |  | 10,436 |  | 2018 |  | 40
Hamburg, NY |  |  | — |  |  | 520,599 |  |  | 2,039,602 |  |  | — |  |  | 520,599 |  |  | 2,039,602 |  |  | 2,560,201 |  |  | — |  | 2018 |  | 40
Latham, NY |  |  | — |  |  | 373,318 |  |  | 764,382 |  |  | — |  |  | 373,318 |  |  | 764,382 |  |  | 1,137,700 |  |  | — |  | 2018 |  | 40
N. Syracuse, NY |  |  | — |  |  | 165,417 |  |  | 452,510 |  |  | — |  |  | 165,417 |  |  | 452,510 |  |  | 617,927 |  |  | — |  | 2018 |  | 40
Niagara Falls, NY |  |  | — |  |  | 392,301 |  |  | 1,022,745 |  |  | — |  |  | 392,301 |  |  | 1,022,745 |  |  | 1,415,046 |  |  | — |  | 2018 |  | 40
Rochester, NY |  |  | — |  |  | 100,136 |  |  | 895,792 |  |  | — |  |  | 100,136 |  |  | 895,792 |  |  | 995,928 |  |  | 7,465 |  | 2018 |  | 40
Rochester, NY |  |  | — |  |  | 575,463 |  |  | 772,555 |  |  | — |  |  | 575,463 |  |  | 772,555 |  |  | 1,348,018 |  |  | — |  | 2018 |  | 40
Rochester, NY |  |  | — |  |  | 375,721 |  |  | 881,257 |  |  | — |  |  | 375,721 |  |  | 881,257 |  |  | 1,256,978 |  |  | — |  | 2018 |  | 40
Schenectady, NY |  |  | — |  |  | 74,387 |  |  | 1,279,967 |  |  | — |  |  | 74,387 |  |  | 1,279,967 |  |  | 1,354,354 |  |  | 10,647 |  | 2018 |  | 40
Schenectady, NY |  |  | — |  |  | 453,006 |  |  | 726,404 |  |  | — |  |  | 453,006 |  |  | 726,404 |  |  | 1,179,410 |  |  | — |  | 2018 |  | 40
Syracuse, NY |  |  | — |  |  | 339,207 |  |  | 918,302 |  |  | — |  |  | 339,207 |  |  | 918,302 |  |  | 1,257,509 |  |  | — |  | 2018 |  | 40
Syracuse, NY |  |  | — |  |  | 607,053 |  |  | 259,331 |  |  | — |  |  | 607,053 |  |  | 259,331 |  |  | 866,384 |  |  | — |  | 2018 |  | 40
Tonawanda, NY |  |  | — |  |  | 94,443 |  |  | 727,373 |  |  | — |  |  | 94,443 |  |  | 727,373 |  |  | 821,816 |  |  | 6,042 |  | 2018 |  | 40
Tonawanda, NY |  |  | — |  |  | 131,021 |  |  | 576,915 |  |  | — |  |  | 131,021 |  |  | 576,915 |  |  | 707,936 |  |  | — |  | 2018 |  | 40
W. Seneca, NY |  |  | — |  |  | 98,194 |  |  | 737,592 |  |  | — |  |  | 98,194 |  |  | 737,592 |  |  | 835,786 |  |  | — |  | 2018 |  | 40
Williamsville, NY |  |  | — |  |  | 705,842 |  |  | 488,800 |  |  | — |  |  | 705,842 |  |  | 488,800 |  |  | 1,194,642 |  |  | — |  | 2018 |  | 40

F-44

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Charlotte, NC |  |  | — |  |  | 287,732 |  |  | 518,005 |  |  | — |  |  | 287,732 |  |  | 518,005 |  |  | 805,737 |  |  | — |  | 2018 |  | 40
Concord, NC |  |  | — |  |  | 526,102 |  |  | 1,955,989 |  |  | — |  |  | 526,102 |  |  | 1,955,989 |  |  | 2,482,091 |  |  | 4,075 |  | 2018 |  | 40
Durham, NC |  |  | — |  |  | 1,787,380 |  |  | 848,986 |  |  | — |  |  | 1,787,380 |  |  | 848,986 |  |  | 2,636,366 |  |  | — |  | 2018 |  | 40
Fayetteville, NC |  |  | — |  |  | 108,898 |  |  | 1,769,274 |  |  | — |  |  | 108,898 |  |  | 1,769,274 |  |  | 1,878,172 |  |  | — |  | 2018 |  | 40
Greensboro, NC |  |  | — |  |  | 402,957 |  |  | 1,351,015 |  |  | — |  |  | 402,957 |  |  | 1,351,015 |  |  | 1,753,972 |  |  | — |  | 2018 |  | 40
Greenville, NC |  |  | — |  |  | 541,233 |  |  | 1,403,441 |  |  | — |  |  | 541,233 |  |  | 1,403,441 |  |  | 1,944,674 |  |  | — |  | 2018 |  | 40
High Point, NC |  |  | — |  |  | 252,336 |  |  | 1,024,696 |  |  | — |  |  | 252,336 |  |  | 1,024,696 |  |  | 1,277,032 |  |  | — |  | 2018 |  | 40
Kernersville, NC |  |  | — |  |  | 270,581 |  |  | 966,807 |  |  | — |  |  | 270,581 |  |  | 966,807 |  |  | 1,237,388 |  |  | — |  | 2018 |  | 40
Pineville, NC |  |  | — |  |  | 1,390,592 |  |  | 6,390,201 |  |  | — |  |  | 1,390,592 |  |  | 6,390,201 |  |  | 7,780,793 |  |  | 53,229 |  | 2018 |  | 40
Rockingham, NC |  |  | — |  |  | 245,976 |  |  | 955,579 |  |  | — |  |  | 245,976 |  |  | 955,579 |  |  | 1,201,555 |  |  | 11,945 |  | 2018 |  | 40
Salisbury, NC |  |  | — |  |  | 572,085 |  |  | 700,288 |  |  | — |  |  | 572,085 |  |  | 700,288 |  |  | 1,272,373 |  |  | — |  | 2018 |  | 40
Zebulon, NC |  |  | — |  |  | 160,107 |  |  | 1,077 |  |  | — |  |  | 160,107 |  |  | 1,077 |  |  | 161,184 |  |  | 11 |  | 2018 |  | 40
Akron, OH |  |  | — |  |  | 445,299 |  |  | — |  |  | — |  |  | 445,299 |  |  | — |  |  | 445,299 |  |  | — |  | 2018 |  | —
Bellevue, OH |  |  | — |  |  | 272,308 |  |  | 1,127,365 |  |  | — |  |  | 272,308 |  |  | 1,127,365 |  |  | 1,399,673 |  |  | 16,441 |  | 2018 |  | 40
Canton, OH |  |  | — |  |  | 981,941 |  |  | 1,076,113 |  |  | — |  |  | 981,941 |  |  | 1,076,113 |  |  | 2,058,054 |  |  | — |  | 2018 |  | 40
Columbus, OH |  |  | — |  |  | 542,161 |  |  | 1,088,316 |  |  | — |  |  | 542,161 |  |  | 1,088,316 |  |  | 1,630,477 |  |  | — |  | 2018 |  | 40
Fairview Park, OH |  |  | — |  |  | 338,732 |  |  | 400,013 |  |  | — |  |  | 338,732 |  |  | 400,013 |  |  | 738,745 |  |  | — |  | 2018 |  | 40
Franklin, OH |  |  | — |  |  | 5,405,718 |  |  | — |  |  | — |  |  | 5,405,718 |  |  | — |  |  | 5,405,718 |  |  | — |  | 2018 |  | —
Middletown, OH |  |  | — |  |  | 311,389 |  |  | 1,451,469 |  |  | — |  |  | 311,389 |  |  | 1,451,469 |  |  | 1,762,858 |  |  | 21,151 |  | 2018 |  | 40
Niles, OH |  |  | — |  |  | 334,783 |  |  | 798,136 |  |  | — |  |  | 334,783 |  |  | 798,136 |  |  | 1,132,919 |  |  | — |  | 2018 |  | 40
North Olmsted, OH |  |  | — |  |  | 544,903 |  |  | 810,840 |  |  | — |  |  | 544,903 |  |  | 810,840 |  |  | 1,355,743 |  |  | 15,165 |  | 2018 |  | 40
North Ridgeville, OH |  |  | — |  |  | 521,909 |  |  | 1,475,305 |  |  | — |  |  | 521,909 |  |  | 1,475,305 |  |  | 1,997,214 |  |  | 27,554 |  | 2018 |  | 40
Warren, OH |  |  | — |  |  | 208,710 |  |  | 601,092 |  |  | — |  |  | 208,710 |  |  | 601,092 |  |  | 809,802 |  |  | — |  | 2018 |  | 40
Warrensville Heights, OH |  |  | — |  |  | 735,534 |  |  | — |  |  | — |  |  | 735,534 |  |  | — |  |  | 735,534 |  |  | — |  | 2018 |  | —
Youngstown, OH |  |  | — |  |  | 323,983 |  |  | 989,430 |  |  | — |  |  | 323,983 |  |  | 989,430 |  |  | 1,313,413 |  |  | — |  | 2018 |  | 40
Broken Arrow, OK |  |  | — |  |  | 919,176 |  |  | 1,276,754 |  |  | — |  |  | 919,176 |  |  | 1,276,754 |  |  | 2,195,930 |  |  | 15,959 |  | 2018 |  | 40
Chickasha, OK |  |  | — |  |  | 230,000 |  |  | 2,881,525 |  |  | — |  |  | 230,000 |  |  | 2,881,525 |  |  | 3,111,525 |  |  | 24,013 |  | 2018 |  | 40
Coweta, OK |  |  | — |  |  | 282,468 |  |  | 803,762 |  |  | — |  |  | 282,468 |  |  | 803,762 |  |  | 1,086,230 |  |  | 10,047 |  | 2018 |  | 40
Midwest City, OK |  |  | — |  |  | 755,192 |  |  | 5,687,280 |  |  | — |  |  | 755,192 |  |  | 5,687,280 |  |  | 6,442,472 |  |  | 35,546 |  | 2018 |  | 40
Oklahoma City, OK |  |  | — |  |  | 1,104,085 |  |  | 1,874,359 |  |  | — |  |  | 1,104,085 |  |  | 1,874,359 |  |  | 2,978,444 |  |  | 3,905 |  | 2018 |  | 40
Shawnee, OK |  |  | — |  |  | 409,190 |  |  | 957,557 |  |  | — |  |  | 409,190 |  |  | 957,557 |  |  | 1,366,747 |  |  | — |  | 2018 |  | 40
Wright City, OK |  |  | — |  |  | 38,302 |  |  | 1,010,645 |  |  | — |  |  | 38,302 |  |  | 1,010,645 |  |  | 1,048,947 |  |  | 6,317 |  | 2018 |  | 40
Hillsboro, OR |  |  | — |  |  | 4,632,369 |  |  | 7,656,179 |  |  | — |  |  | 4,632,369 |  |  | 7,656,179 |  |  | 12,288,548 |  |  | 127,603 |  | 2018 |  | 40
Carlisle, PA |  |  | — |  |  | 340,349 |  |  | 643,498 |  |  | — |  |  | 340,349 |  |  | 643,498 |  |  | 983,847 |  |  | — |  | 2018 |  | 40
Erie, PA |  |  | — |  |  | 58,279 |  |  | 833,933 |  |  | — |  |  | 58,279 |  |  | 833,933 |  |  | 892,212 |  |  | — |  | 2018 |  | 40
Johnstown, PA |  |  | — |  |  | 1,030,667 |  |  | — |  |  | — |  |  | 1,030,667 |  |  | — |  |  | 1,030,667 |  |  | — |  | 2018 |  | —
King of Prussia, PA |  |  | — |  |  | 5,097,320 |  |  | — |  |  | — |  |  | 5,097,320 |  |  | — |  |  | 5,097,320 |  |  | — |  | 2018 |  | —

F-45

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Philadelphia, PA |  |  | — |  |  | 155,212 |  |  | 218,083 |  |  | — |  |  | 155,212 |  |  | 218,083 |  |  | 373,295 |  |  | — |  | 2018 |  | 40
Philadelphia, PA |  |  | — |  |  | 127,690 |  |  | 122,516 |  |  | — |  |  | 127,690 |  |  | 122,516 |  |  | 250,206 |  |  | — |  | 2018 |  | 40
Pittsburgh, PA |  |  | — |  |  | 927,083 |  |  | 5,126,243 |  |  | — |  |  | 927,083 |  |  | 5,126,243 |  |  | 6,053,326 |  |  | 21,359 |  | 2018 |  | 40
Pittsburgh, PA |  |  | — |  |  | 1,397,965 |  |  | — |  |  | — |  |  | 1,397,965 |  |  | — |  |  | 1,397,965 |  |  | — |  | 2018 |  | —
Upper Darby, PA |  |  | — |  |  | 861,339 |  |  | 85,966 |  |  | — |  |  | 861,339 |  |  | 85,966 |  |  | 947,305 |  |  | — |  | 2018 |  | 40
Wysox, PA |  |  | — |  |  | 1,668,272 |  |  | 1,699,343 |  |  | — |  |  | 1,668,272 |  |  | 1,699,343 |  |  | 3,367,615 |  |  | 10,621 |  | 2018 |  | 40
Richmond, RI |  |  | — |  |  | 1,293,932 |  |  | 7,477,281 |  |  | — |  |  | 1,293,932 |  |  | 7,477,281 |  |  | 8,771,213 |  |  | 124,621 |  | 2018 |  | 40
Warwick, RI |  |  | — |  |  | 687,454 |  |  | 2,108,256 |  |  | — |  |  | 687,454 |  |  | 2,108,256 |  |  | 2,795,710 |  |  | — |  | 2018 |  | 40
Greenville, SC |  |  | — |  |  | 628,081 |  |  | 1,451,481 |  |  | — |  |  | 628,081 |  |  | 1,451,481 |  |  | 2,079,562 |  |  | — |  | 2018 |  | 40
Lake City, SC |  |  | — |  |  | 57,911 |  |  | 932,874 |  |  | — |  |  | 57,911 |  |  | 932,874 |  |  | 990,785 |  |  | 1,944 |  | 2018 |  | 40
Manning, SC |  |  | — |  |  | 245,546 |  |  | 989,236 |  |  | — |  |  | 245,546 |  |  | 989,236 |  |  | 1,234,782 |  |  | 8,227 |  | 2018 |  | 40
Mt. Pleasant, SC |  |  | — |  |  | 555,387 |  |  | 1,042,804 |  |  | — |  |  | 555,387 |  |  | 1,042,804 |  |  | 1,598,191 |  |  | — |  | 2018 |  | 40
Myrtle Beach, SC |  |  | — |  |  | 254,334 |  |  | 149,107 |  |  | — |  |  | 254,334 |  |  | 149,107 |  |  | 403,441 |  |  | — |  | 2018 |  | 40
Spartanburg, SC |  |  | — |  |  | 709,338 |  |  | 1,618,382 |  |  | — |  |  | 709,338 |  |  | 1,618,382 |  |  | 2,327,720 |  |  | — |  | 2018 |  | 40
Sumter, SC |  |  | — |  |  | 521,299 |  |  | 809,466 |  |  | — |  |  | 521,299 |  |  | 809,466 |  |  | 1,330,765 |  |  | — |  | 2018 |  | 40
Walterboro, SC |  |  | — |  |  | 207,130 |  |  | 827,775 |  |  | — |  |  | 207,130 |  |  | 827,775 |  |  | 1,034,905 |  |  | 10,345 |  | 2018 |  | 40
Chattanooga, TN |  |  | — |  |  | 1,179,566 |  |  | 1,236,591 |  |  | — |  |  | 1,179,566 |  |  | 1,236,591 |  |  | 2,416,157 |  |  | — |  | 2018 |  | 40
Johnson City, TN |  |  | — |  |  | 181,117 |  |  | 1,232,151 |  |  | — |  |  | 181,117 |  |  | 1,232,151 |  |  | 1,413,268 |  |  | — |  | 2018 |  | 40
Beaumont, TX |  |  | — |  |  | 936,389 |  |  | 2,725,502 |  |  | — |  |  | 936,389 |  |  | 2,725,502 |  |  | 3,661,891 |  |  | — |  | 2018 |  | 40
Donna, TX |  |  | — |  |  | 962,302 |  |  | 1,620,925 |  |  | — |  |  | 962,302 |  |  | 1,620,925 |  |  | 2,583,227 |  |  | 13,474 |  | 2018 |  | 40
Fairfield, TX |  |  | — |  |  | 125,098 |  |  | 970,816 |  |  | — |  |  | 125,098 |  |  | 970,816 |  |  | 1,095,914 |  |  | 4,045 |  | 2018 |  | 40
Groves, TX |  |  | — |  |  | 596,586 |  |  | 2,250,794 |  |  | — |  |  | 596,586 |  |  | 2,250,794 |  |  | 2,847,380 |  |  | — |  | 2018 |  | 40
Humble, TX |  |  | — |  |  | 173,885 |  |  | 867,347 |  |  | — |  |  | 173,885 |  |  | 867,347 |  |  | 1,041,232 |  |  | — |  | 2018 |  | 40
Jacksboro, TX |  |  | — |  |  | 119,147 |  |  | 1,036,482 |  |  | — |  |  | 119,147 |  |  | 1,036,482 |  |  | 1,155,629 |  |  | 4,319 |  | 2018 |  | 40
Kemah, TX |  |  | — |  |  | 2,324,774 |  |  | 2,835,597 |  |  | — |  |  | 2,324,774 |  |  | 2,835,597 |  |  | 5,160,371 |  |  | 17,722 |  | 2018 |  | 40
Lamesa, TX |  |  | — |  |  | 66,019 |  |  | 1,493,146 |  |  | — |  |  | 66,019 |  |  | 1,493,146 |  |  | 1,559,165 |  |  | 24,880 |  | 2018 |  | 40
Live Oak, TX |  |  | — |  |  | 371,174 |  |  | 1,880,746 |  |  | — |  |  | 371,174 |  |  | 1,880,746 |  |  | 2,251,920 |  |  | 23,507 |  | 2018 |  | 40
Lufkin, TX |  |  | — |  |  | 382,643 |  |  | 1,054,911 |  |  | — |  |  | 382,643 |  |  | 1,054,911 |  |  | 1,437,554 |  |  | — |  | 2018 |  | 40
Plano, TX |  |  | — |  |  | 452,721 |  |  | 822,683 |  |  | — |  |  | 452,721 |  |  | 822,683 |  |  | 1,275,404 |  |  | — |  | 2018 |  | 40
Port Arthur, TX |  |  | — |  |  | 512,094 |  |  | 721,936 |  |  | — |  |  | 512,094 |  |  | 721,936 |  |  | 1,234,030 |  |  | — |  | 2018 |  | 40
Porter, TX |  |  | — |  |  | 524,532 |  |  | 1,683,767 |  |  | — |  |  | 524,532 |  |  | 1,683,767 |  |  | 2,208,299 |  |  | 10,523 |  | 2018 |  | 40
Tomball, TX |  |  | — |  |  | 1,336,029 |  |  | 1,849,554 |  |  | — |  |  | 1,336,029 |  |  | 1,849,554 |  |  | 3,185,583 |  |  | 23,115 |  | 2018 |  | 40
Universal City, TX |  |  | — |  |  | 380,788 |  |  | 1,496,318 |  |  | — |  |  | 380,788 |  |  | 1,496,318 |  |  | 1,877,106 |  |  | — |  | 2018 |  | 40
Waxahachie, TX |  |  | — |  |  | 388,138 |  |  | 792,125 |  |  | — |  |  | 388,138 |  |  | 792,125 |  |  | 1,180,263 |  |  | — |  | 2018 |  | 40
Willis, TX |  |  | — |  |  | 406,466 |  |  | 925,047 |  |  | — |  |  | 406,466 |  |  | 925,047 |  |  | 1,331,513 |  |  | 5,781 |  | 2018 |  | 40
Logan, UT |  |  | — |  |  | 914,515 |  |  | 2,774,985 |  |  | — |  |  | 914,515 |  |  | 2,774,985 |  |  | 3,689,500 |  |  | 23,124 |  | 2018 |  | 40
Christiansburg, VA |  |  | — |  |  | 520,538 |  |  | 661,780 |  |  | — |  |  | 520,538 |  |  | 661,780 |  |  | 1,182,318 |  |  | — |  | 2018 |  | 40

F-46

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

COLUMN A |  | COLUMN B |  | COLUMN C |  | COLUMN D |  | COLUMN E |  | COLUMN F |  | COLUMN G |  | COLUMN H
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Life on
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Which
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Depreciation in
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Latest
|  |  |  |  |  |  |  |  |  |  | Costs |  | Gross Amount at Which Carried at |  |  |  |  |  |  | Income
|  |  |  |  | Initial Cost |  | Capitalized |  |  |  |  | Close of Period |  |  |  |  |  |  |  |  |  | Statement is
|  |  |  |  |  |  |  | Building and |  | Subsequent to |  |  |  |  | Building and |  |  |  |  | Accumulated |  | Date of |  | Computed
Description |  | Encumbrance |  | Land |  | Improvements |  | Acquisition |  | Land |  | Improvements |  | Total |  | Depreciation |  | Acquisition |  | (in years)
Fredericksburg, VA |  |  | — |  |  | 452,911 |  |  | 1,076,589 |  |  | — |  |  | 452,911 |  |  | 1,076,589 |  |  | 1,529,500 |  |  | — |  | 2018 |  | 40
Glen Allen, VA |  |  | — |  |  | 1,112,948 |  |  | 837,542 |  |  | — |  |  | 1,112,948 |  |  | 837,542 |  |  | 1,950,490 |  |  | 15,607 |  | 2018 |  | 40
Hampton, VA |  |  | — |  |  | 353,242 |  |  | 514,898 |  |  | — |  |  | 353,242 |  |  | 514,898 |  |  | 868,140 |  |  | — |  | 2018 |  | 40
Louisa, VA |  |  | — |  |  | 538,246 |  |  | 2,179,541 |  |  | — |  |  | 538,246 |  |  | 2,179,541 |  |  | 2,717,787 |  |  | 13,613 |  | 2018 |  | 40
Manassas, VA |  |  | — |  |  | 1,454,278 |  |  | — |  |  | — |  |  | 1,454,278 |  |  | — |  |  | 1,454,278 |  |  | — |  | 2018 |  | —
Virginia Beach, VA |  |  | — |  |  | 2,142,002 |  |  | 1,154,585 |  |  | — |  |  | 2,142,002 |  |  | 1,154,585 |  |  | 3,296,587 |  |  | — |  | 2018 |  | 40
Virginia Beach, VA |  |  | — |  |  | 271,176 |  |  | 3,308,434 |  |  | — |  |  | 271,176 |  |  | 3,308,434 |  |  | 3,579,610 |  |  | — |  | 2018 |  | 40
Everett, WA |  |  | — |  |  | 414,899 |  |  | 811,710 |  |  | — |  |  | 414,899 |  |  | 811,710 |  |  | 1,226,609 |  |  | — |  | 2018 |  | 40
Bluefield, WV |  |  | — |  |  | 287,740 |  |  | 947,287 |  |  | — |  |  | 287,740 |  |  | 947,287 |  |  | 1,235,027 |  |  | 21,708 |  | 2018 |  | 40
Green Bay, WI |  |  | — |  |  | 817,143 |  |  | 1,383,440 |  |  | — |  |  | 817,143 |  |  | 1,383,440 |  |  | 2,200,583 |  |  | — |  | 2018 |  | 40
La Crosse, WI |  |  | — |  |  | 175,551 |  |  | 1,145,438 |  |  | — |  |  | 175,551 |  |  | 1,145,438 |  |  | 1,320,989 |  |  | — |  | 2018 |  | 40
Madison, WI |  |  | — |  |  | 2,475,815 |  |  | 4,249,537 |  |  | — |  |  | 2,475,815 |  |  | 4,249,537 |  |  | 6,725,352 |  |  | 26,559 |  | 2018 |  | 40
Mt. Pleasant, WI |  |  | — |  |  | 208,806 |  |  | 1,173,275 |  |  | — |  |  | 208,806 |  |  | 1,173,275 |  |  | 1,382,081 |  |  | — |  | 2018 |  | 40
Schofield, WI |  |  | — |  |  | 533,503 |  |  | 1,071,930 |  |  | — |  |  | 533,503 |  |  | 1,071,930 |  |  | 1,605,433 |  |  | — |  | 2018 |  | 40
Sheboygan, WI |  |  | — |  |  | 331,692 |  |  | 929,092 |  |  | — |  |  | 331,692 |  |  | 929,092 |  |  | 1,260,784 |  |  | — |  | 2018 |  | 40
Subtotal |  |  | 61,519,224 |  |  | 559,102,639 |  |  | 1,161,790,217 |  |  | 27,796,429 |  |  | 553,704,040 |  |  | 1,194,985,245 |  |  | 1,748,689,285 |  |  | 100,311,974 |  |  |  |
Property Under Development |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Various |  |  | — |  |  | — |  |  | 12,957,410 |  |  | — |  |  | — |  |  | 12,957,410 |  |  | 12,957,410 |  |  | — |  |  |  |
Sub Total |  |  | — |  |  | — |  |  | 12,957,410 |  |  | — |  |  | — |  |  | 12,957,410 |  |  | 12,957,410 |  |  | — |  |  |  |
Total |  | $ | 61,519,224 |  | $ | 559,102,639 |  | $ | 1,174,747,627 |  | $ | 27,796,429 |  | $ | 553,704,040 |  | $ | 1,207,942,655 |  | $ | 1,761,646,695 |  | $ | 100,311,974 |  |  |  |

F-47

Table of Contents

Agree Realty Corporation |
Schedule III – Real Estate and Accumulated Depreciation | December 31, 2018

1. Reconciliation of Real Estate Properties

The following table reconciles the Real Estate Properties from January 1, 2016 to December 31, 2018.

|  | 2018 |  | 2017 |  | 2016
Balance at January 1 |  | $ | 1,299,254,832 |  | $ | 1,019,956,329 |  | $ | 755,848,938
Construction and acquisition cost |  |  | 519,369,366 |  |  | 312,695,116 |  |  | 284,968,286
Impairment charge |  |  | (1,163,000) |  |  | — |  |  | —
Disposition of real estate |  |  | (55,814,503) |  |  | (31,146,055) |  |  | (20,860,895)
Reclassified as assets held for sale |  |  | — |  |  | (2,250,558) |  |  | —
Balance at December 31 |  | $ | 1,761,646,695 |  | $ | 1,299,254,832 |  | $ | 1,019,956,329

2. Reconciliation of Accumulated Depreciation

The following table reconciles the Real Estate Properties from January 1, 2016 to December 31, 2018.

|  | 2018 |  | 2017 |  | 2016
Balance at January 1 |  | $ | 85,238,614 |  | $ | 69,696,727 |  | $ | 56,401,423
Current year depreciation expense |  |  | 20,441,780 |  |  | 19,507,398 |  |  | 15,201,469
Disposition of real estate |  |  | (5,368,420) |  |  | (3,737,114) |  |  | (1,906,165)
Reclassified as assets held for sale |  |  | — |  |  | (228,397) |  |  | —
Balance at December 31 |  | $ | 100,311,974 |  | $ | 85,238,614 |  | $ | 69,696,727

3. Tax Basis of Building and Improvements

The aggregate cost of Building and Improvements for federal income tax purposes is approximately $35,785,000 less than the cost basis used for financial statement purposes.

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