Agree Realty 10Q 2022 Q3 Quarterly report

Agree Realty (ADC) 10-Q2022 Q3 Quarterly report

Content analysis

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Mark One


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2022, or


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period fromto

Commission File Number 001-12928

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)


Maryland		38-3148187
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
Organization)
70 E. Long Lake Road, Bloomfield Hills, Michigan		48304
(Address of principal executive offices)		(Zip Code)

(248) 737-4190

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value	ADC	New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value	ADCPrA	New York Stock Exchange

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes	☒	No	◻

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


Large Accelerated Filer	☒	Accelerated Filer	◻	Non-accelerated Filer	◻	Smaller reporting company	☐	Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes	☐	No	☒

As of October 31, 2022, the Registrant had 88,573,248 shares of common stock issued and outstanding.

Table of Contents

AGREE REALTY CORPORATION

Index to Form 10-Q


		Page

PART I	Financial Information

Item 1:	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	1

	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2022 and 2021	3

	Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2022 and 2021	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3:	Quantitative and Qualitative Disclosures about Market Risk	49

Item 4:	Controls and Procedures	50

PART II	Other Information

Item 1:	Legal Proceedings	50

Item 1A:	Risk Factors	50

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 3:	Defaults Upon Senior Securities	50

Item 4:	Mine Safety Disclosures	50

Item 5:	Other Information	50

Item 6:	Exhibits	51

SIGNATURES		52

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)


	September 30,		December 31,
	2022		2021
ASSETS
Real Estate Investments
Land	$	1,841,259	$	1,559,434
Buildings		3,795,181		3,034,391
Less accumulated depreciation		(296,304)		(233,862)
		5,340,136		4,359,963
Property under development		50,685		7,148
Net Real Estate Investments		5,390,821		4,367,111

Real Estate Held for Sale, net		—		5,676

Cash and Cash Equivalents		250,487		43,252

Cash Held in Escrows		1,027		1,998

Accounts Receivable - Tenants, net		68,697		53,442

Lease Intangibles, net of accumulated amortization of
$240,244 and $180,532 at September 30, 2022 and December 31, 2021, respectively		763,458		672,020

Other Assets, net		81,611		83,407

Total Assets	$	6,556,101	$	5,226,906

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)


	September 30,		December 31,
	2022		2021
LIABILITIES
Mortgage Notes Payable, net	$	71,721	$	32,429

Senior Unsecured Notes, net		1,791,492		1,495,200

Unsecured Revolving Credit Facility		—		160,000

Dividends and Distributions Payable		21,427		16,881

Accounts Payable, Accrued Expenses, and Other Liabilities		85,637		70,005

Lease Intangibles, net of accumulated amortization of
$34,356 and $29,726 at September 30, 2022 and December 31, 2021, respectively		37,117		33,075

Total Liabilities		2,007,394		1,807,590

EQUITY
Preferred stock, $.0001 par value per share, 4,000,000 shares authorized, 7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at September 30, 2022 and December 31, 2021		175,000		175,000
Common stock, $.0001 par value, 180,000,000 shares authorized, 88,573,248 and 71,285,311 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		9		7
Additional paid-in-capital		4,551,081		3,395,549
Dividends in excess of net income		(203,040)		(147,366)
Accumulated other comprehensive income (loss)		24,124		(5,503)

Total Equity - Agree Realty Corporation		4,547,174		3,417,687
Non-controlling interest		1,533		1,629
Total Equity		4,548,707		3,419,316

Total Liabilities and Equity	$	6,556,101	$	5,226,906

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Revenues
Rental income	$	110,031	$	87,469	$	313,136	$	247,722
Other		34		68		147		189
Total Revenues		110,065		87,537		313,283		247,911

Operating Expenses
Real estate taxes		8,526		6,957		24,117		18,812
Property operating expenses		4,557		3,189		13,575		9,944
Land lease expense		404		400		1,213		1,135
General and administrative		6,992		5,687		22,265		18,806
Depreciation and amortization		35,157		24,488		95,666		69,164
Provision for impairment		—		—		1,015		—
Total Operating Expenses		55,636		40,721		157,851		117,861

Gain (loss) on sale of assets, net		3,000		3,470		5,326		13,182
Gain (loss) on involuntary conversion, net		(115)		—		(165)		103
Income from Operations		57,314		50,286		160,593		143,335

Other (Expense) Income
Interest expense, net		(17,149)		(13,066)		(46,592)		(37,267)
Income tax (expense) benefit		(720)		(390)		(2,137)		(1,884)
Loss on early extinguishment of term loans and settlement of related interest rate swaps		—		—		—		(14,614)
Other (expense) income		132		—		132		—
Net Income		39,577		36,830		111,996		89,570

Less net income attributable to non-controlling interest		152		167		485		447
Net income attributable to Agree Realty Corporation		39,425		36,663		111,511		89,123
Less Series A preferred stock dividends		1,859		289		5,578		289
Net Income Attributable to Common Stockholders	$	37,566	$	36,374	$	105,933	$	88,834

Net Income Per Share Attributable to Common Stockholders
Basic	$	0.47	$	0.52	$	1.40	$	1.35
Diluted	$	0.46	$	0.52	$	1.39	$	1.34

Other Comprehensive Income
Net income	$	39,577	$	36,830	$	111,996	$	89,570
Amortization of interest rate swaps		(273)		82		(109)		869
Change in fair value and settlement of interest rate swaps		(7,181)		3,300		29,881		30,676
Total comprehensive income (loss)		32,123		40,212		141,768		121,115
Less comprehensive income (loss) attributable to non-controlling interest		121		185		630		465

Comprehensive Income (Loss) Attributable to Agree Realty Corporation	$	32,002	$	40,027	$	141,138	$	120,650

Weighted Average Number of Common Shares Outstanding - Basic		79,701,136		69,102,500		75,361,583		65,623,720

Weighted Average Number of Common Shares Outstanding - Diluted		80,589,446		69,591,848		75,890,692		65,952,113

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

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

(Unaudited)


											Accumulated
									Dividends in		Other
	Preferred Stock			Common Stock			Additional		excess of net		Comprehensive		Non-Controlling		Total
	Shares	Amount		Shares	Amount		Paid-In Capital		income		Income (Loss)		Interest		Equity
Balance, December 31, 2021	7,000	$	175,000	71,285,311	$	7	$	3,395,549	$	(147,366)	$	(5,503)	$	1,629	$	3,419,316
Issuance of common stock, net of issuance costs	—		—	3,791,964		1		250,683		—		—		—		250,684
Repurchase of common shares	—		—	(28,117)		—		(1,745)		—		—		—		(1,745)
Issuance of stock under the 2020 Omnibus Incentive Plan	—		—	125,422		—		648		—		—		—		648
Stock-based compensation	—		—	—		—		1,635		—		—		—		1,635
Series A preferred dividends declared for the period	—		(1,859)	—		—		—		—		—		—		(1,859)
Dividends and distributions declared for the period	—		—	—		—		—		(49,653)		—		(237)		(49,890)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		20,563		100		20,663
Net income	—		1,859	—		—		—		34,254		—		176		36,289
Balance, March 31, 2022	7,000	$	175,000	75,174,580	$	8	$	3,646,770	$	(162,765)	$	15,060	$	1,668	$	3,675,741
Issuance of common stock, net of issuance costs	—		—	4,667,850		—		300,110		—		—		—		300,110
Repurchase of common shares	—		—	(1,052)		—		(76)		—		—		—		(76)
Issuance of stock under the 2020 Omnibus Incentive Plan	—		—	1,493		—		—		—		—		—		—
Forfeiture of restricted stock	—		—	(128)		—		—		—		—		—		—
Stock-based compensation	—		—	—		—		1,743		—		—		—		1,743
Series A preferred dividends declared for the period	—		(1,859)	—		—		—		—		—		—		(1,859)
Dividends and distributions declared for the period	—		—	—		—		—		(53,867)		—		(245)		(54,112)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		16,487		76		16,563
Net income	—		1,859	—		—		—		34,114		—		157		36,130
Balance, June 30, 2022	7,000	$	175,000	79,842,743	$	8	$	3,948,547	$	(182,518)	$	31,547	$	1,656	$	3,974,240
Issuance of common stock, net of issuance costs	—		—	8,739,752		1		601,086		—		—		—		601,087
Repurchase of common shares	—		—	(943)		—		(66)		—		—		—		(66)
Issuance of stock under the 2020 Omnibus Incentive Plan	—		—	1,754		—		—		—		—		—		—
Forfeiture of restricted stock	—		—	(10,058)		—		(61)		—		—		—		(61)
Stock-based compensation	—		—	—		—		1,575		—		—		—		1,575
Series A preferred dividends declared for the period	—		(1,859)	—		—		—		—		—		—		(1,859)
Dividends and distributions declared for the period	—		—	—		—		—		(58,088)		—		(244)		(58,332)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		(7,423)		(31)		(7,454)
Net income	—		1,859	—		—		—		37,566		—		152		39,577
Balance, September 30, 2022	7,000	$	175,000	88,573,248	$	9	$	4,551,081	$	(203,040)	$	24,124	$	1,533	$	4,548,707

Cash dividends declared per depositary share of Series A preferred stock:
For the three months ended March 31, 2022		$	0.266
For the three months ended June 30, 2022		$	0.266
For the three months ended September 30, 2022		$	0.266

Cash dividends declared per common share:
For the three months ended March 31, 2022					$	0.681
For the three months ended June 30, 2022					$	0.702
For the three months ended September 30, 2022					$	0.702

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

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

(Unaudited)


											Accumulated
									Dividends in		Other
	Preferred Stock			Common Stock			Additional		excess of net		Comprehensive		Non-Controlling		Total
	Shares	Amount		Shares	Amount		Paid-In Capital		income		Income (Loss)		Interest		Equity
Balance, December 31, 2020	—	$	—	60,021,483	$	6	$	2,652,090	$	(91,343)	$	(36,266)	$	1,762	$	2,526,249
Issuance of common stock, net of issuance costs	—		—	4,028,410		—		258,105		—		—		—		258,105
Repurchase of common shares	—		—	(27,594)		—		(1,780)		—		—		—		(1,780)
Issuance of restricted stock under the 2020 Omnibus Incentive Plan	—		—	128,066		—		298		—		—		—		298
Forfeiture of restricted stock	—		—	(4,587)		—		(92)		—		—		—		(92)
Stock-based compensation	—		—	—		—		1,293		—		—		—		1,293
Dividends and distributions declared for the period	—		—	—		—		—		(39,906)		—		(215)		(40,121)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		25,506		140		25,646
Net income	—		—	—		—		—		30,112		—		166		30,278
Balance, March 31, 2021	—	$	—	64,145,778	$	6	$	2,909,914	$	(101,137)	$	(10,760)	$	1,853	$	2,799,876
Issuance of common stock, net of issuance costs	—		—	4,764,450		1		336,875		—		—		—		336,876
Repurchase of common shares	—		—	—		—		—		—		—		—		—
Issuance of restricted stock under the 2020 Omnibus Incentive Plan	—		—	496		—		22		—		—		—		22
Forfeiture of restricted stock	—		—	(351)		—		—		—		—		—		—
Stock-based compensation	—		—	—		—		1,453		—		—		—		1,453
Dividends and distributions declared for the period	—		—	—		—		—		(42,829)		—		(225)		(43,054)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		2,503		14		2,517
Net income	—		—	—		—		—		22,347		—		114		22,461
Balance, June 30, 2021	—	$	—	68,910,373	$	7	$	3,248,264	$	(121,619)	$	(8,257)	$	1,756	$	3,120,151
Issuance of Series A preferred stock, net of issuance costs	7,000		175,000	—		—		(4,715)		—		—		—		170,285
Issuance of common stock, net of issuance costs	—		—	885,912		—		55,878		—		—		—		55,878
Repurchase of common shares	—		—	(369)		—		(27)		—		—		—		(27)
Issuance of stock under the 2020 Omnibus Incentive Plan	—		—	5,891		—		—		—		—		—		—
Forfeiture of restricted stock	—		—	(22,059)		—		(468)		—		—		—		(468)
Stock-based compensation	—		—	—		—		1,295		—		—		—		1,295
Series A preferred dividends declared for the period	—		(289)	—		—		—		—		—		—		(289)
Dividends and distributions declared for the period	—		—	—		—		—		(45,210)		—		(226)		(45,436)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		3,364		18		3,382
Net income	—		289	—		—		—		36,374		—		167		36,830
Balance, September 30, 2021	7,000	$	175,000	69,779,748	$	7	$	3,300,227	$	(130,455)	$	(4,893)	$	1,715	$	3,341,601

Cash dividends declared per depositary share of Series A preferred stock:
For the three months ended September 30, 2022		$	0.041

Cash dividends declared per common share:
For the three months ended March 31, 2021					$	0.621
For the three months ended June 30, 2021					$	0.651
For the three months ended September 30, 2021					$	0.651

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	September 30, 2022		September 30, 2021
Cash Flows from Operating Activities
Net income	$	111,996	$	89,570
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		95,666		69,164
Amortization from above (below) market lease intangibles, net		24,863		16,630
Amortization from financing costs, credit facility costs and debt discount		2,938		1,581
Stock-based compensation		4,892		3,481
Provision for impairment		1,015		—
Gain (loss) on settlement of interest rate swaps		28,414		16,748
(Gain) loss on sale of assets		(5,326)		(13,182)
Write-off of unamortized financing costs upon debt extinguishment		—		1,250
(Increase) decrease in accounts receivable		(15,233)		(15,649)
(Increase) decrease in other assets		1,898		(1,513)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities		17,822		17,887
Net Cash Provided by Operating Activities		268,945		185,967

Cash Flows from Investing Activities
Acquisition of real estate investments and other assets		(1,166,124)		(1,082,860)
Development of real estate investments and other assets, net of reimbursements
(including capitalized interest of $816 in 2022 and $200 in 2021)		(60,968)		(32,730)
Payment of leasing costs		(372)		(438)
Net proceeds from sale of assets		43,923		46,831
Net Cash Used in Investing Activities		(1,183,541)		(1,069,197)

Cash Flows from Financing Activities
Proceeds from Series A preferred stock offering, net		—		170,285
Proceeds from common stock offerings, net		1,151,881		650,859
Repurchase of common shares		(1,887)		(1,807)
Unsecured revolving credit facility borrowings		925,000		434,000
Unsecured revolving credit facility repayments		(1,085,000)		(526,000)
Payments of mortgage notes payable		(633)		(594)
Payments of unsecured term loans		—		(240,000)
Proceeds from senior unsecured notes		297,513		640,623
Payment of Series A preferred dividends		(5,578)		—
Payment of common stock dividends		(157,063)		(147,133)
Distributions to non-controlling interest		(722)		(809)
Payments for financing costs		(2,651)		(1,341)
Net Cash Provided by Financing Activities		1,120,860		978,083

Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow		206,264		94,853
Cash and cash equivalents and cash held in escrow, beginning of period		45,250		7,955
Cash and cash equivalents and cash held in escrow, end of period	$	251,514	$	102,808

Supplemental Disclosure of Cash Flow Information
Cash paid for interest (net of amounts capitalized)	$	45,703	$	30,799
Cash paid for income tax	$	2,379	$	1,794

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Lease right of use assets added under new ground leases	$	1,816	$	6,302
Mortgage note payable assumed, net of $2,548 mortgage debt discount	$	39,702	$	—
Series A preferred dividends declared and unpaid	$	620	$	289
Common stock dividends and limited partners' distributions declared and unpaid	$	20,807	$	15,507
Change in accrual of development, construction and other real estate investment costs	$	2,342	$	(1,731)

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

AGREE REALTY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited)

Note 1 – Organization

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

The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.6% common equity interest as of September 30, 2022. There is a one-for-one relationship between the limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) owned by the Company and shares of Company common stock outstanding. The Company also owns a Series A preferred equity interest in the Operating Partnership. This preferred equity interest corresponds on a one-for-one basis to the Company’s Series A Preferred Stock (see Note 6 – Common and Preferred Stock), providing income and distributions to the Company equal to the dividends payable on that stock. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.

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

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting and Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. The unaudited Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three and nine months ended September 30, 2022 may not be indicative of the results that may be expected for the year ending December 31, 2022. Amounts as of December 31, 2021 included in the Condensed Consolidated Financial Statements have been derived from the audited Consolidated Financial Statements as of that date. The unaudited Condensed Consolidated Financial Statements, included herein, should be read in conjunction with the audited Consolidated Financial Statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Form 10-K for the year ended December 31, 2021.

The unaudited Condensed Consolidated Financial Statements include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. The Company, as the sole general partner, held 99.6% and 99.5% of the Operating Partnership’s common equity as of September 30, 2022 and December 31, 2021, as well as 100% of the Series A preferred equity interest. All material intercompany accounts and transactions have been eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.

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At September 30, 2022 and December 31, 2021, the non-controlling interest in the Operating Partnership consisted of a 0.4% and 0.5% ownership interest in the Operating Partnership held by the Company’s founder and chairman. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of common stock. The Company as sole general partner of the Operating Partnership has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of its shares. Assuming the exchange of all non-controlling Operating Partnership Common Units, there would have been 88,920,867 shares of common stock outstanding at September 30, 2022.

Significant Risks and Uncertainties

The Company continues to face significant risks and uncertainties related to the potential adverse effects of the ongoing pandemic of the novel coronavirus, or COVID-19, and its variants. The pandemic has adversely impacted economic activity and contributed to significant volatility and negative pressure in financial markets. In addition to the impacts of COVID-19, inflation in the United States during the nine months ended September 30, 2022 has accelerated and is expected to continue at an elevated level in the near-term.

Real Estate Investments

The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed.

Assets Held for Sale

Assets are classified as real estate held for sale based on specific criteria as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant & Equipment. Properties classified as real estate held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as real estate held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year.

Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, 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 various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.

In allocating the fair value of the identified tangible and intangible assets and liabilities of an acquired property, land is valued based upon comparable market data or independent appraisals. Buildings are valued on an as-if vacant basis based on a cost approach utilizing estimates of cost and the economic age of the building or an income approach utilizing various market data. In-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-

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market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property. In the case of sale-leaseback transactions, it is typically assumed that the lease is not in-place prior to the close of the transaction.

Depreciation and Amortization

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

In-place lease intangible assets and the capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease unless the Company believes it is reasonably certain that the tenant will renew the lease for an option term, in which case the Company amortizes the value attributable to the renewal over the renewal period. In-place lease intangible assets are amortized to amortization expense and above- and below-market lease intangibles are amortized as a net adjustment to rental income. In the event of early lease termination, the remaining net book value of any above- or below-market lease intangible is recognized as an adjustment to rental income.

The following schedule summarizes the Company’s amortization of lease intangibles for the three and nine months ended September 30, 2022 and 2021 (presented in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Lease intangibles (in-place)	$	11,693	$	7,170	$	30,895	$	19,853
Lease intangibles (above-market)		10,010		8,146		29,493		21,391
Lease intangibles (below-market)		(1,636)		(1,531)		(4,630)		(4,760)
Total	$	20,067	$	13,785	$	55,758	$	36,484

The following schedule represents estimated future amortization of lease intangibles as of September 30, 2022 (presented in thousands):


	2022
Year Ending December 31,	(remaining)		2023		2024		2025		2026		Thereafter		Total
Lease intangibles (in-place)	$	12,097	$	47,153	$	43,705	$	41,309	$	38,423	$	191,309	$	373,996
Lease intangibles (above-market)		10,048		38,210		34,158		31,824		30,097		245,125		389,462
Lease intangibles (below-market)		(1,914)		(6,543)		(5,333)		(4,898)		(4,518)		(13,911)		(37,117)
Total	$	20,231	$	78,820	$	72,530	$	68,235	$	64,002	$	422,523	$	726,341

Impairments

The Company reviews real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.

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

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Cash and Cash Equivalents and Cash Held in Escrows

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of deposit, checking, and money market accounts. Cash held in escrows primarily relates to proposed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and funds restricted through a mortgage agreement. The 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. The Company had $249.8 million and $44.0 million in cash and cash equivalents and cash held in escrow as of September 30, 2022 and December 31, 2021, respectively, in excess of the FDIC insured limit.

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


	September 30, 2022		December 31, 2021
Cash and cash equivalents	$	250,487	$	43,252
Cash held in escrow		1,027		1,998
Total of cash and cash equivalents and cash held in escrow	$	251,514	$	45,250

Revenue Recognition and Accounts Receivable

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

Recognizing rent escalations on a straight-line method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the Accounts Receivable - Tenants line item in the Condensed Consolidated Balance Sheets. The balance of straight-line rent receivables at September 30, 2022 and December 31, 2021 was $50.1 million and $40.9 million, respectively. To the extent any of the tenants under these leases become unable to pay their contractual cash rents, the Company may be required to write down the straight-line rent receivable from those tenants, which would reduce rental income.

The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. The Company’s assessment has specifically included the impact of the COVID-19 pandemic and general economic conditions, which represents a material risk to collectability (see Significant Risks and Uncertainties above). In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental revenue. The Company’s review of collectability of charges under its operating leases also includes any accrued rental revenue related to the straight-line method of reporting rental revenue.

As of September 30, 2022, the Company has four tenants where collection is no longer considered probable. For these tenants, the Company is recording rental income on a cash basis and has written off any outstanding receivables, including straight-line rent receivables. Adjustments to rental revenue related to potentially uncollectible charges under these tenant leases resulted in a reduction to Rental Income and Net Income of $0.4 million for both the three and nine months ended September 30, 2022.

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In addition to the tenant-specific collectability assessment performed, the Company may also recognize a general allowance, as a reduction to rental revenue, for its operating lease receivables which are not expected to be fully collectible based on the potential for settlement of arrears. As of September 30, 2022, no general allowance was recognized. As of December 31, 2021, this allowance was $0.8 million.

The Company’s leases provide for reimbursement from tenants for common area maintenance, insurance, real estate taxes and other operating expenses. A portion of the Company’s operating cost reimbursement revenue is estimated each period and is recognized as rental revenue in the period the recoverable costs are incurred and accrued, and the related revenue is earned. The balance of unbilled operating cost reimbursement receivable at September 30, 2022 and December 31, 2021 was $12.8 million and $9.1 million, respectively.

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

Earnings per Share

Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted stock, which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per share of common stock. In accordance with the two-class method, earnings per share has been computed by dividing the net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities in accordance with the treasury stock method.

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


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net income attributable to Agree Realty Corporation	$	39,425	$	36,663	$	111,511	$	89,123
Less: Series A preferred stock dividends		(1,859)		(289)		(5,578)		(289)
Net income attributable to common stockholders		37,566		36,374		105,933		88,834
Less: Income attributable to unvested restricted shares		(97)		(106)		(283)		(280)
Net income used in basic and diluted earnings per share	$	37,469	$	36,268	$	105,650	$	88,554

Weighted average number of common shares outstanding		79,930,394		69,304,906		75,590,841		65,826,126
Less: Unvested restricted stock		(229,258)		(202,406)		(229,258)		(202,406)
Weighted average number of common shares outstanding used in basic earnings per share		79,701,136		69,102,500		75,361,583		65,623,720

Weighted average number of common shares outstanding used in basic earnings per share		79,701,136		69,102,500		75,361,583		65,623,720
Effect of dilutive securities:
Share-based compensation		125,925		110,389		111,989		101,931
2020 ATM Forward Equity Offerings		—		268,011		—		178,321
2021 ATM Forward Equity Offerings		—		110,948		—		48,141
2022 ATM Forward Equity Offerings		156,062		—		65,932		—
December 2021 Forward Offering		—		—		119,950		—
May 2022 Forward Offering		606,323		—		231,238		—
Weighted average number of common shares outstanding used in diluted earnings per share		80,589,446		69,591,848		75,890,692		65,952,113

For the three months ended September 30, 2022, 19,010 shares of common stock related to at-the-market (“ATM”) forward equity offerings and 19 shares of restricted common stock (“restricted shares”) granted in 2022 were anti-dilutive and were not included in the computation of diluted earnings per share.

For the nine months ended September 30, 2022, 31,879 shares of common stock related to ATM forward equity offerings and 271 shares of restricted shares granted in 2022 were anti-dilutive and were not included in the computation of diluted earnings per share.

For the three months ended September 30, 2021, nine shares of restricted common stock granted in 2021 were anti-dilutive and were not included in the computation of diluted earnings per share. There were no anti-dilutive shares of common stock related to the 2020 ATM forward equity offerings and the 2021 ATM forward equity offerings for the three months ended September 30, 2021.

For the nine months ended September 30, 2021, 200 shares of restricted common stock granted in 2021 were anti-dilutive and were not included in the computation of diluted earnings per share. There were no anti-dilutive shares of common stock related to the 2020 ATM forward equity offerings and the 2021 ATM forward equity offerings for the nine months ended September 30, 2021.

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Forward Equity Sales

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

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

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

Equity Offering Costs

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

Income Taxes

The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For the periods covered in the Condensed Consolidated Financial Statements, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes. Notwithstanding its qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.

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

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

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

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

When preparing financial statements for each annual and interim reporting period, management has the responsibility to

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evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its evaluation, the Company considers, among other things, any risks and/or uncertainties to its results of operations, contractual obligations in the form of near-term debt maturities, dividend requirements, or other factors impacting the Company’s liquidity and capital resources. No conditions or events that raised substantial doubt about the ability to continue as a going concern within one year were identified as of the issuance date of the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

Reclassifications

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

Segment Reporting

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

Use of Estimates

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

Fair Values of Financial Instruments

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

Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities.

Level 2 – Valuation is based on inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion

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features in equity. In addition, the amendments in ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. The adoption of this guidance on January 1, 2022 did not have a material impact the Company’s financial statements.

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

Note 3 – Leases

Tenant Leases

The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants. As of September 30, 2022, the Company’s portfolio was approximately 99.7% leased and had a weighted average remaining lease term (excluding extension options) of approximately 8.9 years. A significant majority of its properties are leased to national tenants and approximately 67.5% of its annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.

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

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

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

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

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The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the three and nine months ended September 30, 2022 and 2021 (presented in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Total lease payments	$	115,567	$	91,205	$	328,991	$	256,246
Less: Operating cost reimbursements and percentage rents		12,012		9,546		35,696		27,090
Total non-variable lease payments	$	103,555	$	81,659	$	293,295	$	229,156

At September 30, 2022, future non-variable lease payments to be received from the Company’s operating leases for the remainder of 2022, the following four years, and thereafter are as follows (presented in thousands):


	2022
Year Ending December 31,	(remaining)		2023		2024		2025		2026		Thereafter		Total
Future non-variable lease payments	$	110,120	$	445,758	$	436,992	$	426,435	$	406,381	$	2,328,705	$	4,154,391

Deferred Revenue

As of September 30, 2022, and December 31, 2021, there was $18.5 and $13.5 million respectively, in deferred revenues resulting from rents paid in advance. Deferred revenues are recognized within Accounts Payable, Accrued Expenses, and Other Liabilities on the Condensed Consolidated Balance Sheets as of these dates.

Land Lease Obligations

The Company is the lessee under land lease agreements for certain of its properties. ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases, whether qualifying as operating or finance. As of September 30, 2022 and December 31, 2021, the Company had $61.0 million and $59.7 million, respectively, of right of use assets, net, recognized within Other Assets in the Condensed Consolidated Balance Sheets, while the corresponding lease obligations, net, of $23.7 million and $24.1 million, respectively, were recognized within Accounts Payable, Accrued Expenses, and Other Liabilities on the Condensed Consolidated Balance Sheets as of these dates.

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

Amortization of right of use assets for operating land leases is classified as land lease expense and was $0.4 million for the three months ended September 30, 2022 and 2021, and $1.2 million and $1.1 million for the nine months ended September 30, 2022 and 2021, respectively. There was no amortization of right of use assets for finance land leases, as the underlying leased asset (land) has an infinite life. Interest expense on finance land leases was $0.1 million during the three months ended September 30, 2022 and 2021, and $0.2 million for the nine months ended September 30, 2022 and 2021.

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

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The following tables include information on the Company’s land leases for which it is the lessee, for the three and nine months ended September 30, 2022 and 2021. (presented in thousands)


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Operating leases:
Operating cash outflows	$	299	$	282	$	898	$	816
Weighted-average remaining lease term - operating leases (years)		33.6		33.9		33.6		33.9

Finance leases:
Operating cash outflows	$	64	$	64	$	192	$	151
Financing cash outflows	$	20	$	19	$	60	$	73
Weighted-average remaining lease term - finance leases (years)		2.0		3.0		2.0		3.0

Supplemental Disclosure:
Right-of-use assets obtained in exchange for new lease liabilities, including value assigned to above market lease terms	$	1,816	$	—	$	1,816	$	6,302
Right-of-use assets net change	$	1,816	$	—	$	1,816	$	6,302

The weighted-average discount rate used in computing operating and finance lease obligations approximated 4% at September 30, 2022 and 2021.

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


	2022
Year Ending December 31,	(remaining)		2023		2024		2025		2026		Thereafter		Total
Lease payments	$	299	$	1,197	$	1,197	$	1,197	$	1,195	$	29,851	$	34,936
Imputed interest		(180)		(711)		(690)		(669)		(647)		(14,491)		(17,388)
Total lease liabilities	$	119	$	486	$	507	$	528	$	548	$	15,360	$	17,548

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


	2022
Year Ending December 31,	(remaining)		2023		2024		2025		2026		Thereafter		Total
Lease payments	$	84	$	336	$	6,252	$	—	$	—	$	—	$	6,672
Imputed interest		(63)		(252)		(207)		—		—		—		(522)
Total lease liabilities	$	21	$	84	$	6,045	$	—	$	—	$	—	$	6,150

Note 4 – Real Estate Investments

Real Estate Portfolio

As of September 30, 2022, the Company owned 1,707 properties, with a total gross leasable area (“GLA”) of approximately 35.8 million square feet. Net Real Estate Investments totaled $5.4 billion as of September 30, 2022. As of December 31, 2021, the Company owned 1,404 properties, with a total GLA of approximately 29.1 million square feet. Net Real Estate Investments totaled $4.4 billion as of December 31, 2021.

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Acquisitions

During the three months ended September 30, 2022, the Company purchased 98 retail net lease assets for approximately $361.5 million, which includes acquisition costs and closing costs. These properties are located in 29 states and are leased for a weighted average lease term of approximately 11.1 years.

During the nine months ended September 30, 2022, the Company purchased 303 retail net lease assets for approximately $1.20 billion, which includes acquisition costs, closing costs and the assumption of a $42.3 million mortgage note. These properties are located in 42 states and are leased for a weighted average lease term of approximately 10.1 years.

The aggregate acquisitions for the nine months ended September 30, 2022 were allocated $289.4 million to land, $755.8 million to buildings and improvements, $147.4 million to lease intangibles, net and $2.5 million to assumed mortgage debt discount. The acquisitions were primarily funded as cash purchases and the assumption of a mortgage note payable with a principal balance of $42.3 million. There was no material contingent consideration associated with these acquisitions. None of the Company’s acquisitions during the first nine months of 2022 caused any new or existing tenant to comprise 10% or more of its total assets or generate 10% or more of its total annualized contractual base rent at September 30, 2022.

Developments

During the nine months ended September 30, 2022, the Company commenced 22 development or Partner Capital Solutions projects.

Dispositions

During the three months ended September 30, 2022, the Company sold one property for net proceeds of $20.0 million and recorded a net gain of $3.0 million.

During the nine months ended September 30, 2022, the Company sold six properties for net proceeds of $43.9 million and recorded a net gain of $5.3 million.

Assets Held for Sale

The Company did not classify any operating properties as real estate held for sale at September 30, 2022 and classified one operating property as real estate held for sale as of December 31, 2021, the assets for which are separately presented in the Condensed Consolidated Balance Sheets.

Real estate held for sale consisted of the following as of September 30, 2022 and December 31, 2021 (presented in thousands):


	September 30, 2022		December 31, 2021
Land	$	—	$	4,485
Lease intangibles - asset		—		1,213
		—		5,698
Accumulated depreciation and amortization, net		—		(22)
Total Real Estate Held for Sale, net	$	—	$	5,676

Provisions for Impairment

As a result of the Company’s review of real estate investments, it recognized no provisions for impairment for each of the three months ended September 30, 2022 and 2021 and $1.0 million for the nine months ended September 30, 2022 and no

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impairment for the nine months ended September 30, 2021. The estimated fair value of the impaired real estate assets at their time of impairment during 2022 was $1.8 million.

Note 5 – Debt

As of September 30, 2022, the Company had total gross indebtedness of $1.88 billion, including (i) $74.3 million of mortgage notes payable; (ii) $1.81 billion of senior unsecured notes; and (iii) no borrowings outstanding under the Revolving Credit Facility (defined below) as of September 30, 2022.

Mortgage Notes Payable

As of September 30, 2022, the Company had total gross mortgage indebtedness of $74.3 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $113.7 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.84% as of September 30, 2022 and 4.16% as of December 31, 2021.

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


	September 30, 2022		December 31, 2021
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 interest only at 5.01% per annum, with a balloon payment due September 2023		4,622		4,622

Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026		3,741		4,373

Note payable in monthly installments of interest only at 3.63% per annum, with a balloon payment due December 2029		42,250		—

Total principal		74,253		32,635
Unamortized debt issuance costs and assumed debt discount		(2,532)		(206)
Total	$	71,721	$	32,429

In connection with a four-property acquisition during the nine months ended September 30, 2022, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million and stated interest rate of 3.63% maturing December 2029. In connection with the purchase price allocation completed, the mortgage debt was fair valued as of the date of acquisition resulting in a $2.5 million debt discount that will be amortized over the term of the mortgage note payable into Interest Expense in the Condensed Consolidated Statements of Operations and Comprehensive Income.

The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At September 30, 2022, there were no mortgage loans with partial recourse to the Company.

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

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Unsecured Term Loan Facilities

In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes (see Senior Unsecured Notes below) to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements. During the nine months ended September 30, 2021, the Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.

Senior Unsecured Notes

The following table presents the senior unsecured notes principal balances net of unamortized debt issuance costs and original issue discounts for the Company’s private placement and public offerings as of September 30, 2022, and December 31, 2021 (presented in thousands):


	All-in
	Interest Rate			Maturity	September 30, 2022		December 31, 2021
2025 Senior Unsecured Notes	4.16	%		May 2025	$	50,000	$	50,000
2027 Senior Unsecured Notes	4.26	%		May 2027		50,000		50,000
2028 Senior Unsecured Public Notes	2.11	%		June 2028		350,000		350,000
2028 Senior Unsecured Notes	4.42	%		July 2028		60,000		60,000
2029 Senior Unsecured Notes	4.19	%		September 2029		100,000		100,000
2030 Senior Unsecured Notes	4.32	%		September 2030		125,000		125,000
2030 Senior Unsecured Public Notes	3.49	%		October 2030		350,000		350,000
2031 Senior Unsecured Notes	4.42	%		October 2031		125,000		125,000
2032 Senior Unsecured Public Notes	3.96	%	⁽¹⁾	October 2032		300,000		—
2033 Senior Unsecured Public Notes	2.13	%		June 2033		300,000		300,000
Total Principal						1,810,000		1,510,000
Unamortized debt issuance costs and original issue discount, net						(18,508)		(14,800)
Total					$	1,791,492	$	1,495,200

(1)	All-in interest rate considers the straight-line amortization of the terminated swap agreements. Using the effective interest rate method to account for the impact of the terminated swap agreements results in an effective interest rate of 3.76%.

Senior Unsecured Notes – Private Placements

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

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

Senior Unsecured Notes – Public Offerings

The 2030 Senior Unsecured Public Notes, 2028 Senior Unsecured Public Notes, 2033 Senior Unsecured Public Notes and 2032 Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree

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Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The Public Notes are governed by an Indenture, dated August 17, 2020, among the Operating Partnership, the Company and respective trustee (as amended and supplemented by an officer’s certificate dated at the issuance of each of the Public Notes). The Indenture, as amended, contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.

In August 2020, in connection with the 2030 Senior Unsecured Public Notes, the Operating Partnership issued $350 million aggregate principal amount of notes at a stated interest rate of 2.90% due October 2030. The Company terminated related swap agreements of $200 million that hedged the 2030 Senior Unsecured Public Notes, paying $23.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350 million aggregate principal amount of 2030 Senior Unsecured Public Notes is 3.49%.

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

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

Senior Unsecured Revolving Credit Facility

In December 2019, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement. This agreement provided for a $500 million unsecured revolving credit facility. It also provided for a $65 million unsecured term loan facility and a $35 million unsecured term loan facility. All amounts outstanding under these unsecured term loan facilities were repaid in May 2021 (see Unsecured Term Loan Facilities above) and cannot be reborrowed against.

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which increased its senior unsecured revolving credit facility (the “Revolving Credit Facility”) to $1.0 billion. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.

The Revolving Credit Facility’s interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company’s credit ratings. The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR. In connection with the Company's ongoing environmental, social and governance (“ESG”) initiatives, pricing may be reduced if specific ESG ratings are achieved.

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

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Debt Maturities

The following table presents scheduled principal payments related to the Company’s debt as of September 30, 2022 (presented in thousands):


	Scheduled		Balloon
	Principal		Payment		Total
Remainder of 2022	$	218	$	—	$	218
2023		905		28,262		29,167
2024		963		—		963
2025		1,026		50,000		51,026
2026 ⁽¹⁾		629		—		629
Thereafter		—		1,802,250		1,802,250
Total scheduled principal payments	$	3,741	$	1,880,512	$	1,884,253

(1)	The Revolving Credit Facility matures in January 2026, with options to extend the maturity to January 2027. The Revolving Credit Facility had no outstanding balance as of September 30, 2022.

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of September 30, 2022, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of September 30, 2022.

Note 6 – Common and Preferred Stock

Shelf Registration

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

Follow-on Common Stock Offerings

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

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

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agreements. The offering resulted in net proceeds to the Company of approximately $368.7 million after deducting fees and expenses and making certain other adjustments as provided in the forward sale agreements.

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

Refer to Note 13 – Subsequent Events regarding the completion of an additional follow-on offering of common stock.

Preferred Stock Offering

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

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

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

ATM Programs

2021 ATM Program

In February 2021, the Company entered into a $500.0 million ATM program (the “2021 ATM Program”) through which the Company, from time to time, may sell shares of common stock. In addition to selling shares of common stock, the Company has entered into forward sale agreements through the 2021 ATM Program.

As of December 31, 2021, the Company entered into forward sale agreements to sell an aggregate of 2,125,296 shares of common stock under the 2021 ATM Program. The Company had not settled any shares of these forward sale agreements as of December 31, 2021. During 2022, the Company entered into additional forward sale agreements to sell 3,328,679 shares of common stock, resulting in an aggregate of 5,453,975 shares of common stock sold under the 2021 ATM Program. As of September 30, 2022, the Company had settled all forward sale agreements under the 2021 ATM Program realizing net proceeds of approximately $379.1 million.

The 2021 ATM Program was terminated simultaneously with the establishment of the 2022 ATM Program, which is discussed below. As a result, no future issuances will occur under the 2021 ATM Program.

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2022 ATM Program

In September 2022, the Company entered into a new $750.0 million ATM program (the “2022 ATM Program”), through which the Company, from time to time, may sell shares of common stock. In addition to selling shares of common stock, the Company has entered into forward sale agreements through the 2022 ATM Program.

As of September 30, 2022, the Company entered into forward sale agreements to sell an aggregate of 245,591 shares of common stock. As of September 30, 2022, the Company settled all forward sale agreements under the 2022 ATM program realizing net proceeds of approximately $18.1 million.

Note 7 – Dividends and Distribution Payable

During the three months ended September 30, 2022, the Company declared monthly dividends of $0.234 per common share for July, August and September 2022. Holders of Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for July and August were paid during the quarter, while the September amounts were recorded as liabilities on the Condensed Consolidated Balance Sheets at September 30, 2022. The September dividends and distributions were paid on October 14, 2022.

During the three months ended September 30, 2022, the Company declared monthly dividends on the Series A Preferred Shares in the amount of $0.08854 per Depositary Share for July, August and September 2022. The dividends payable for July and August were paid during the quarter, while the September dividend was recorded as a liability on the Condensed Consolidated Balance Sheet at September 30, 2022 and was paid on October 3, 2022.

Note 8 – Income Taxes

Uncertain Tax Positions

The Company is subject to the provisions of FASB ASC Topic 740-10 (“ASC 740-10”) and has analyzed its various federal and state filing positions. The Company believes that its income tax filing positions and deductions are documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. The Company’s federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2018. The Company has elected to record related interest and penalties, if any, as income tax expense on the Consolidated Statements of Operations and Comprehensive Income. The Company has no material interest or penalties relating to income taxes recognized for the three and nine months ended September 30, 2022 and 2021.

Income Tax Expense

The Company recognized total federal and state tax expense of approximately $0.7 million and $0.4 million for the three months ended September 30, 2022 and 2021, respectively, and approximately $2.1 million and $1.9 million for the nine months ended September 30, 2022 and 2021, respectively. The income tax expense recorded in 2021 includes additional tax expense of approximately $0.5 million relating to the true-up of 2020 expense upon filing of the annual tax returns.

Note 9 – Derivative Instruments and Hedging Activity

Background

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

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

2021 Settlements - Hedging 2021 Debt Issuances

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

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

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

2022 Settlements - Hedging 2022 Debt Issuances

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

2021 Settlements – Extinguishment of Term Loans

In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.09%. These swaps effectively converted $65 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $0.3 million upon termination. This settlement was recognized as an expense during the three and nine months ended September 30, 2021.

In June 2016, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.40%. This swap effectively converted $40 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. In May 2021, the Company terminated the swap agreements

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upon the payoff of the related term loan, paying $1.0 million upon termination. This settlement was recognized as an expense during the three and nine months ended September 30, 2021.

In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.66%. These swaps effectively converted $100 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $9.2 million upon termination. This settlement was recognized as an expense during the three and nine months ended September 30, 2021.

In October 2019, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.4275%. This swap effectively converted $65 million of variable-rate borrowings to fixed-rate borrowings from July 12, 2021 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.8 million upon termination. This settlement was recognized as an expense during the three and nine months ended September 30, 2021.

Also, in October 2019, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converted $35 million of variable-rate borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.1 million upon termination. This settlement was recognized as an expense during the three and nine months ended September 30, 2021.

Recognition

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

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

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

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

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


	Number of Instruments ¹		Notional ¹
	September 30,	December 31,	September 30,		December 31,
Interest Rate Derivatives	2022	2021	2022		2021
Interest rate swap	—	3	$	—	$	300,000

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

The table below presents the estimated fair value of the Company’s derivative financial instruments, as well as their classification in the Condensed Consolidated Balance Sheets (presented in thousands).

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The table below presents the effect of the Company’s derivative financial instruments in the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2022 and 2021 (presented in thousands).

Location of Income/(Loss)

Amount of Income/(Loss)

Amount of Income/(Loss) Recognized

Reclassified from Accumulated

Reclassified from

in OCI on Derivative

OCI into Income

Accumulated OCI into Expense

Three Months Ended September 30,

2022

2021

2022

2021

Interest rate swaps

(7,181)

3,300

Interest expense

(273)



					Location of Income/(Loss)	Amount of Income/(Loss)
	Amount of Income/(Loss) Recognized				Reclassified from Accumulated	Reclassified from Accumulated
	in OCI on Derivative				OCI into Income	OCI into Expense
Nine Months Ended September 30,	2022		2021			2022		2021

Interest rate swaps	$	29,881	$	15,653	Interest expense	$	(109)	$	2,529

					Loss on extinguishment of debt and settlement of related hedges	$	—	$	13,363

The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of September 30, 2022.

Credit-Risk-Related Contingent Features

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

As of September 30, 2022, the Company had no derivatives outstanding.

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

The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of September 30, 2022 and December 31, 2021. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the Condensed Consolidated Balance Sheets (presented in thousands):

Offsetting of Derivative Assets as of September 30, 2022

Gross Amounts

Net Amounts of

Offset in the

Assets presented

Gross Amounts Not Offset in the

Gross Amounts

Statement of

in the Statement

Statement of Financial Position

of Recognized

Financial

of Financial

Financial

Cash Collateral

Assets

Position

Instruments

Received

Net Amount

Derivatives

—

Offsetting of Derivative Liabilities as of September 30, 2022

Net Amounts of

Gross Amounts

Liabilities

Offset in the

presented in the

Gross Amounts Not Offset in the

Gross Amounts

Statement of

Statement of Financial Position

of Recognized

Financial

Cash Collateral

Liabilities

Position

Instruments

Posted

Net Amount

Derivatives

—

Offsetting of Derivative Assets as of December 31, 2021

Gross Amounts

Net Amounts of

Offset in the

Assets presented

Gross Amounts Not Offset in the

Gross Amounts

Statement of

in the Statement

Statement of Financial Position

of Recognized

Financial

of Financial

Financial

Cash Collateral

Assets

Position

Instruments

Received

Net Amount

Derivatives

1,868

—

1,868

(1,679)

—

189

Offsetting of Derivative Liabilities as of December 31, 2021

Net Amounts of

Gross Amounts

Liabilities

Offset in the

presented in the

Gross Amounts Not Offset in the

Gross Amounts

Statement of

Statement of Financial Position

of Recognized

Financial

Cash Collateral

Liabilities

Position

Instruments

Posted

Net Amount

Derivatives

3,335

—

3,335

(1,679)

—

1,656

Note 10 – Fair Value Measurements

Assets and Liabilities Measured at Fair Value

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

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

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

Derivative Financial Instruments

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

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

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2022, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands):


	Total Fair Value		Level 2
September 30, 2022
Derivative assets - interest rate swaps	$	—	$	—
Derivative liabilities - interest rate swaps	$	—	$	—

December 31, 2021
Derivative assets - interest rate swaps	$	1,868	$	1,868
Derivative liabilities - interest rate swaps	$	3,335	$	3,335

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Other Financial Instruments

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

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

The Company determined that the valuation of its Senior Unsecured Notes and Revolving Credit Facility are classified as Level 2 of the fair value hierarchy and its fixed rate mortgages are classified as Level 3 of the fair value hierarchy. The Senior Unsecured Notes had carrying values of $1.79 billion and $1.50 billion as of September 30, 2022 and December 31, 2021, respectively and had fair values of $1.51 billion and $1.57 billion, respectively. The Revolving Credit Facility’s fair value is estimated to be equal to the carrying value of $160.0 million as of December 31, 2021. No balance was outstanding on the Revolving Credit Facility as of September 30, 2022. The Mortgage Notes Payable had carrying values of $71.7 million and $32.4 million as of September 30, 2022 and December 31, 2021, respectively, and had fair values of $68.4 million and $33.9 million as of those dates.

Note 11 – Equity Incentive Plan

In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”), which replaced the Agree Realty Corporation 2014 Omnibus Equity Incentive Plan (the “2014 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 700,000 shares of the Company’s common stock. All subsequent awards of equity or equity rights will be granted under the 2020 Plan, and no further awards will be made under the 2014 Plan. As of September 30, 2022, 335,288 shares of common stock were available for issuance under the 2020 Plan.

Restricted Stock - Employees

Restricted shares have been granted to certain employees.

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

The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis or amount vested, if greater, over the appropriate vesting period. The Company recognized expense relating to restricted share grants of $0.9 million and $0.8 million for the three months ended September 30, 2022 and 2021, respectively, and $3.0 million and $2.6 million for the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, there was $10.1 million of total unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 3.5 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The intrinsic value of restricted shares redeemed was $1.9 million and $1.8 million for the nine months ended September 30, 2022 and 2021, respectively.

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Restricted share activity is summarized as follows:


	Shares	Weighted Average
	Outstanding	Grant Date
	(in thousands)	Fair Value
Unvested restricted stock at December 31, 2021	175	$	64.90

Restricted stock granted	81	$	63.06
Restricted stock vested	(59)	$	61.20
Restricted stock forfeited	(10)	$	65.12

Unvested restricted stock at September 30, 2022	187	$	65.24

Performance Units and Shares

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

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

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

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


	2022		2021		2020
Expected term (years)	2.9		2.9		2.9
Volatility	33.5	%	33.9	%	18.4	%
Risk-free rate	1.8	%	0.2	%	1.3	%

The Company recognized expense related to performance units and shares for which the three-year performance period has not yet been completed of $0.4 million and $0.1 million for each the three months ended September 30, 2022 and 2021, respectively, and $1.1 million and $0.8 million for each of the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there was $3.7 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has not yet been completed, which is expected to be recognized over a weighted average period of 3.4 years.

The Company recognized expense related to performance units and shares for which the three-year performance period was completed of $0.1 million and less than $0.1 million for each of the three months ended September 30, 2022 and 2021, respectively, and $0.3 million and $0.1 million for each of the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there was $0.3 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has been completed, which is expected to be recognized over a weighted average period of 1.0 years.

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Performance unit and shares activity is summarized as follows:


	Target Number	Weighted Average
	of Awards	Grant Date
	(in thousands)	Fair Value
Performance units and shares at December 31, 2021 - three-year performance period to be completed	78	$	63.35

Performance units granted	34	$	68.59
Performance units and shares at September 30, 2022- three-year performance period completed	(27)	$	65.66

Performance units and shares at September 30, 2022 - three-year performance period to be completed	85	$	67.64


	Shares	Weighted Average
	Outstanding	Grant Date
	(in thousands)	Fair Value
Performance shares - three-year performance period completed but not yet vested at December 31, 2021	27	$	55.29

Shares earned at completion of three-year performance period (1)	28	$	65.66
Shares vested	(23)	$	54.83

Performance shares - three-year performance period completed but not yet vested September 30, 2022	32	$	57.90

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

Restricted Stock - Directors

During the nine months ended September 30, 2022, 10,636 restricted shares were granted to independent members of the Company’s board of directors at a weighted average grant date fair value of $62.62 per share.

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

The Company estimates the fair value of board members’ restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis over the one-year vesting period. The Company recognized expense relating to restricted share grants to the board members of $0.2 million for the three months ended September 30, 2022, and $0.5 million for the nine months ended September 30, 2022.

As of September 30, 2022, there was $0.2 million of total unrecognized compensation costs related to the board members’ outstanding restricted shares, which is expected to be recognized over the remainder of 2022. The Company used 0% for the forfeiture rate for determining the fair value of this restricted stock.

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Note 12 – Commitments and Contingencies

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

Note 13 – Subsequent Events

In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to September 30, 2022 through the date on which these financial statements were issued to determine whether any of these events required disclosure in the financial statements.

In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $381.7 million after deducting fees and making certain other adjustments as provided in the equity distribution agreements. The Company is required to settle the outstanding shares of common stock by September 2023.

There were no other reportable subsequent events or transactions.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following should be read in conjunction with the Interim Condensed Consolidated Financial Statements of Agree Realty Corporation (the “Company”), a Maryland corporation, including the respective notes thereto, which are included in this Quarterly Report on Form 10-Q. The terms the “Company,” “Management,” “we,” “our” and “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including Agree Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; global and national economic conditions and changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit our flexibility and adversely affect our financial condition; credit market developments that may reduce availability under our revolving credit facility; the effect of inflation and increased interest rates on our ability to operate our business and access capital markets; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a

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REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to make distributions.

Overview

The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the 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 in which it held a 99.6% common interest as of September 30, 2022. Refer to Note 1- Organization in the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q for further information on the ownership structure. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.

As of September 30, 2022, the Company’s portfolio consisted of 1,707 properties located in 48 states and totaling approximately 35.8 million square feet of GLA. The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.9 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.5%¹ of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

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

COVID-19, Increased Inflation and Worldwide Economic Uncertainties

Generally, worldwide economic conditions remain uncertain, particularly due to the effects of the COVID 19 pandemic and increased inflation. The general economic and capital market conditions both in the U.S. and worldwide have been volatile, and the capital markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, the Company’s future cost of equity or debt capital and access to the capital markets could be adversely affected.

The Company continues to face significant risks and uncertainties related to the potential adverse effects of the ongoing pandemic of the novel coronavirus, or COVID-19, and its variants. The pandemic has adversely impacted economic activity and contributed to significant volatility and negative pressure in financial markets. Additionally, the Company’s operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors that impact our tenants.

¹ Reflective of Tractor Supply’s previously announced acquisition of Orscheln Farm and Home, which received approval from the Federal Trade Commission on October 11, 2022.

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The Company continues to closely monitor the impact of the COVID-19 pandemic and inflationary pressure on all aspects of its business and geographies, including the impact on its tenants and on interest rates. During the quarter ended September 30, 2022, the Company collected substantially all rent payments originally contracted for in the period. However, we are unable to predict the full impact on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown.

We continue to actively manage our response in collaboration with tenants, government officials and business partners and to assess potential impacts to our financial position and operating results, as well as potential adverse developments in our business. For further information regarding the impact of COVID-19 on the Company, see Part I, Item 1A titled “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Results of Operations

Overall

The Company’s real estate investment portfolio grew from approximately $4.1 billion in gross investment amount representing 1,338 properties with 27.7 million square feet of GLA as of September 30, 2021 to approximately $5.4 billion in gross investment amount representing 1,707 properties with 35.8 million square feet of GLA at September 30, 2022. The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2022 on acquisitions that were made during 2021. Similarly, the full rental income impact of acquisitions made during 2022 to-date will not be seen until the remainder of 2022 and 2023.

Acquisitions

During the three months ended September 30, 2022, the Company acquired 98 retail net lease assets for approximately $361.5 million, which includes acquisition and closing costs. These properties are located in 29 states and are leased to 39 different tenants operating in 21 diverse retail sectors for a weighted average lease term of approximately 11.1 years. The underwritten weighted-average capitalization rate on the Company’s acquisitions during the three months ended September 30, 2022 was approximately 6.2%.²

During the nine months ended September 30, 2022, the Company acquired 303 retail net lease assets for approximately $1.20 billion, which includes acquisition and closing costs and the assumption of a $42.3 million mortgage note. These properties are located in 42 states and are leased to 76 different tenants operating in 27 diverse retail sectors for a weighted average lease term of approximately 10.1 years. The underwritten weighted-average capitalization rate on the Company’s acquisitions during the nine months ended September 30, 2022 was approximately 6.1%.²

Dispositions

During the three months ended September 30, 2022, the Company sold one property for net proceeds of $20.0 million and recorded a net gain of $3.0 million. During the nine months ended September 30, 2022, the Company sold six properties for net proceeds of $43.9 million and recorded a net gain of $5.3 million. The capitalization rate on the Company’s dispositions during the nine months ended September 30, 2022 was approximately 6.5%.²

² When used within this discussion, “weighted-average capitalization rate” for acquisitions and dispositions is defined by the Company as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sales prices for occupied properties.

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Development and Partner Capital Solutions

During the three months ended September 30, 2022, the Company commenced two development or Partner Capital Solutions projects. At September 30, 2022, the Company had 20 development or Partner Capital Solutions projects under construction. During the nine months ended September 30, 2022, the Company completed five development or Partner Capital Solutions projects.

Comparison of Three Months Ended September 30, 2022 to Three Months Ended September 30, 2021


	Three Months Ended				Variance
	September 30, 2022		September 30, 2021		(in dollars)		(percentage)
Rental Income	$	110,031	$	87,469	$	22,562	26	%
Real Estate Tax Expense	$	8,526	$	6,957	$	1,569	23	%
Property Operating Expense	$	4,557	$	3,189	$	1,368	43	%
Depreciation and Amortization Expense	$	35,157	$	24,488	$	10,669	44	%

The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisitions and the ownership of an increased number of properties during the three months ended September 30, 2022 compared to the three months ended September 30, 2021, as further described under Results of Operations - Overall above.

General and administrative expenses increased $1.3 million, or 23%, to $7.0 million for the three months ended September 30, 2022, compared to $5.7 million for the three months ended September 30, 2021. The increase was primarily the result of increased employee headcount and increased compensation costs. General and administrative expenses as a percentage of total revenue decreased to 6.4% in the third quarter of 2022 from 6.5% in the third quarter of 2021.

Interest expense increased $4.0 million, or 31%, to $17.1 million for the three months ended September 30, 2022, compared to $13.1 million for the three months ended September 30, 2021. The increase in interest expense was primarily a result of higher levels of borrowings in the third quarter of 2022 in comparison to the third quarter of 2021 as well as higher interest rates under the Revolving Credit Facility. Borrowings increased, primarily from the issuance of $300 million of 2032 Senior Unsecured Public Notes completed in August 2022 (see Liquidity and Capital Resources – Debt below), in order to finance the acquisition and development of additional properties.

Gain on sale of assets decreased $0.5 million, or 14%, to $3.0 million for the three months ended September 30, 2022, compared to $3.5 million for the three months ended September 30, 2021. Gains on sales of assets are dependent on levels of disposition activity and the assets’ bases relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period.

Income tax expense increased $0.3 million, or 85%, to $0.7 million for the three months ended September 30, 2022, compared to $0.4 million for the three months ended September 30, 2021. The increase in income tax expense was primarily driven by state and local taxes due to the acquisition and the ownership of additional properties during the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

Net income increased $2.8 million, or 7%, to $39.6 million for the three months ended September 30, 2022, compared to $36.8 million for the three months ended September 30, 2021. The change was the result of the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $1.2 million, or 3% to $37.6 million for the three months ended September 30, 2022, compared to $36.4 million for the three months ended September 30, 2021. The allocation of income to the preferred stockholders began upon the September 2021 issuance of the Series A Preferred Stock – see Liquidity and Capital Resources - Equity below.

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Comparison of Nine months Ended September 30, 2022 to Nine months Ended September 30, 2021


	Nine Months Ended				Variance
	September 30, 2022		September 30, 2021		(in dollars)		(percentage)
Rental Income	$	313,136	$	247,722	$	65,414	26	%
Real Estate Tax Expense	$	24,117	$	18,812	$	5,305	28	%
Property Operating Expense	$	13,575	$	9,944	$	3,631	37	%
Depreciation and Amortization Expense	$	95,666	$	69,164	$	26,502	38	%

The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisitions and the ownership of an increased number of properties during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, as further described under Results of Operations - Overall above.

General and administrative expenses increased $3.5 million, or 18%, to $22.3 million for the nine months ended September 30, 2022, compared to $18.8 million for the nine months ended September 30, 2021. The increase was primarily the result of increased employee headcount and increased compensation costs. General and administrative expenses as a percentage of total revenue decreased to 7.1% during the nine months ended September 30, 2022 from 7.6% during the nine months ended September 30, 2021.

Interest expense increased $9.3 million, or 25%, to $46.6 million for the nine months ended September 30, 2022, compared to $37.3 million for the nine months ended September 30, 2021. The increase in interest expense was primarily a result of higher levels of borrowings during the nine-months ended September 30, 2022 in comparison to the comparative period in 2021 as well as higher interest rates under the Revolving Credit Facility. Borrowings increased in order to finance the acquisition and development of additional properties.

Gain on sale of assets decreased $7.9 million, or 60%, to $5.3 million for the nine months ended September 30, 2022, compared to $13.2 million for the nine months ended September 30, 2021. Gains on sales of assets are dependent on levels of disposition activity and the assets’ bases relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period.

Income tax expense increased $0.2 million, or 13%, to $2.1 million for the nine months ended September 30, 2022, compared to $1.9 million for the nine months ended September 30, 2021. The increase in income tax expense was due to the acquisitions and the ownership of an increased number of properties during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, partially offset by additional tax expense of approximately $0.5 million recognized during 2021 relating to the true-up of expense upon filing of the 2020 annual tax returns.

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

Net income increased $22.4 million, or 25%, to $112.0 million for the nine months ended September 30, 2022, compared to $89.6 million for the nine months ended September 30, 2021. The change was the result of the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $17.1 million, or 19% to $105.9 million for the nine months ended September 30, 2022, compared to $88.8 million for the nine months ended September 30, 2021. The allocation of income to the preferred stockholders began upon the September 2021 issuance of the Series A Preferred Stock – see below.

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Liquidity and Capital Resources

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

The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of September 30, 2022, cash provided from operations and borrowings under its Revolving Credit Facility. As of September 30, 2022, available cash and cash equivalents, including cash held in escrow, was $251.5 million. The increase in cash and cash equivalents as of September 30, 2022 was due to cash provided by operations, the $300 million 2032 Senior Unsecured Public Notes issued in August 2022 (see Liquidity and Capital Resources – Debt – Senior Unsecured Notes – Public Offerings and Unsecured Term Loans below) as well as the settlement of all forward sale agreements under the 2021 and 2022 ATM Programs (see Liquidity and Capital Resources - Equity – ATM Programs below), partially offset by acquisitions completed and the repayment of the borrowings under the Revolving Credit Facility.

As of September 30, 2022, the Company had no amounts outstanding on its revolving credit facility and $1 billion available for future borrowings, subject to its compliance with covenants. The Company anticipates funding its long-term capital needs through cash and cash equivalents held, cash provided from operations, borrowings under its Revolving Credit Facility, and the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs is uncertain and cannot be predicted. In addition, it could also be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in Part I, Item 1A titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in the other reports the Company has filed with the Securities and Exchange Commission (“SEC’).

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

Capitalization

As of September 30, 2022, the Company’s total enterprise value was approximately $7.82 billion. Total enterprise value consisted of $6.01 billion of common equity (based on the September 30, 2022 closing price of the Company’s common stock on the NYSE of $67.58 per common share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $1.63 billion of total net debt including (i) $1.81 billion of senior unsecured notes; (ii) $74.3 million of mortgage notes payable, less (iii) cash and cash equivalents and cash held in escrow of $251.5 million. The Company’s total debt to enterprise value was 24.1% at September 30, 2022.

At September 30, 2022, the non-controlling interest in the Operating Partnership consisted of a 0.4% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 88,920,867 shares of common stock outstanding at September 30, 2022.

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Equity

Shelf Registration

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

Follow-on Common Stock Offerings

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

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

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

Preferred Stock Offering

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

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

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

ATM Programs

2021 ATM Program

The 2021 ATM Program was terminated simultaneously with the establishment of the 2022 ATM Program, which is discussed below. As a result, no future issuances will occur under the 2021 ATM Program.

2022 ATM Program

As of September 30, 2022, the Company entered into forward sale agreements to sell an aggregate of 245,591 shares of common stock. As of September 30, 2022, the Company settled all forward sale agreements under the 2022 ATM Program realizing net proceeds of approximately $18.1 million.

After considering the 245,591 shares of common stock subject to forward sale agreements issued under the 2022 ATM Program, the Company had approximately $731.8 million of availability remaining under the 2022 ATM Program as of September 30, 2022.

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Debt

The below table summarizes the Company’s outstanding debt as of September 30, 2022 and December 31, 2021 (presented in thousands):


	All-in				Principal Amount Outstanding
Senior Unsecured Revolving Credit Facility	Interest Rate			Maturity	September 30, 2022		December 31, 2021
Revolving Credit Facility ⁽¹⁾	3.92	%		January 2026	$	—	$	160,000
Total Credit Facility					$	—	$	160,000

Senior Unsecured Notes
2025 Senior Unsecured Notes	4.16	%		May 2025	$	50,000	$	50,000
2027 Senior Unsecured Notes	4.26	%		May 2027		50,000		50,000
2028 Senior Unsecured Public Notes ⁽²⁾	2.11	%		June 2028		350,000		350,000
2028 Senior Unsecured Notes	4.42	%		July 2028		60,000		60,000
2029 Senior Unsecured Notes	4.19	%		September 2029		100,000		100,000
2030 Senior Unsecured Notes	4.32	%		September 2030		125,000		125,000
2030 Senior Unsecured Public Notes ⁽²⁾	3.49	%		October 2030		350,000		350,000
2031 Senior Unsecured Notes	4.42	%		October 2031		125,000		125,000
2032 Senior Unsecured Public Notes ⁽²⁾	3.96	%	⁽³⁾	October 2032		300,000		—
2033 Senior Unsecured Public Notes ⁽²⁾	2.13	%		June 2033		300,000		300,000
Total Senior Unsecured Notes					$	1,810,000	$	1,510,000

Mortgage Notes Payable
CMBS Portfolio Loan	3.60	%		January 2023	$	23,640	$	23,640
Single Asset Mortgage Loan	5.01	%		September 2023		4,622		4,622
Portfolio Credit Tenant Lease	6.27	%		July 2026		3,741		4,373
Four Asset Mortgage Loan	3.63	%		December 2029		42,250		—
Total Mortgage Notes Payable					$	74,253	$	32,635

Total Principal Amount Outstanding					$	1,884,253	$	1,702,635

(1) The annual interest rate of the Revolving Credit Facility (defined below) assumes one-month LIBOR as of September 30, 2022 of 3.14%.

(2) The principal amounts outstanding are presented excluding their original issue discounts.

(3) All-in interest rate considers the straight-line amortization of the terminated swap agreements. Using the effective interest rate method to account for the impact of the terminated swap agreements results in an effective interest rate of 3.76%.

Senior Unsecured Revolving Credit Facility

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which increases its senior unsecured revolving credit facility (the “Revolving Credit Facility”) to $1.0 billion. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.

The Revolving Credit Facility’s interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR,

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determined by the Company’s credit ratings. The margins for the Revolving Credit Facility are subject to improvement based on the Company’s leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company’s credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR. In connection with the Company’s ongoing environmental, social and governance (“ESG”) initiatives, pricing may be reduced if specific ESG ratings are achieved.

Unsecured Term Loan Facilities

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

Senior Unsecured Notes – Private Placement

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

In October 2019, the Company and the Operating Partnership closed on a private placement of $125 million of 4.47% senior unsecured notes due October 2031 (the “2031 Senior Unsecured Notes”). In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

Senior Unsecured Notes – Public Offerings

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

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The Company terminated related swap agreements of $300 million that hedged the 2033 Senior Unsecured Public Notes, receiving $16.7 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rates to the Company for the $350 million aggregate principal amount of the 2028 Senior Unsecured Public Notes and the $300 million aggregate principal amount of the 2033 Senior Unsecured Public Notes are 2.11% and 2.13%, respectively.

Mortgage Notes Payable

As of September 30, 2022, the Company had total gross mortgage indebtedness of $74.3 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $113.7 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.84% as of September 30, 2022 and 4.16% as of December 31, 2021.

In connection with a four-property acquisition completed during the nine months ended September 30, 2022, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million, stated interest rate of 3.63% and matures December 2029. As part of the purchase price allocation completed, the mortgage debt was fair valued as of the date of acquisition resulting in a $2.5 million debt discount.

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

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of September 30, 2022, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of September 30, 2022.

Cash Flows

Operating - Most of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the nine months ended September 30, 2022 increased by $83.0 million over the same period in 2021, primarily due to the increase in the size of the Company’s real estate investment portfolio and the settlement of forward-starting interest rate swaps.

Investing - Net cash used in investing activities was $114.3 million higher during the nine months ended September 30, 2022, compared to the same period in 2021. Acquisitions of properties during the nine months ended September 30, 2022 were $83.3 million higher than the same period in 2021, due to overall increases in the level of acquisition activity. Development costs during the nine months ended September 30, 2022 were $28.2 million higher than the same period in 2021, due to the increased number of development projects ongoing in 2022 as compared to 2021. Proceeds from asset sales decreased by $2.9 million during the nine months ended September 30, 2022 compared to the same period in 2021. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold. Proceeds from asset sales are not necessarily comparable period-to-period.

Financing - Net cash provided by financing activities increased by $142.8 million during the nine months ended September 30, 2022, compared to the same period in 2021. Net proceeds from the issuance of common stock increased by $501.0

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million during the nine months ended September 30, 2022, compared to the same period in 2021. Net proceeds from the issuance of the Series A Preferred Stock decreased $170.3 million due to the issuance of the Series A Preferred Stock during September 2021.

Net repayments on the Revolving Credit Facility increased by $68.0 million during the nine months ended September 30, 2022, compared to the same period in 2021. Net proceeds from the issuance of senior unsecured notes and unsecured term loans decreased by $103.1 million during the nine months ended September 30, 2022, compared to the same period in 2021. During August 2022, the Company received proceeds of $297.5 million from the issuance of the $300 million 2032 Senior Unsecured Public Notes, issued primarily to reduce amounts outstanding under the Revolving Credit Facility and fund property acquisitions and development activity. During the nine months ended September 30, 2021, the company received proceeds of $640.6 million from the issuance of the $350 million 2028 Senior Unsecured Notes and the $300 million 2033 Senior Unsecured Public Notes, issued primarily to fund property acquisitions and pay off $240.0 million in unsecured term loans.

Total dividends and distributions paid to its common and preferred stockholders and non-controlling owners increased by $15.4 million during the nine months ended September 30, 2022, compared to the same period in 2021, due to the issuance of preferred stock in September 2021, the change from a quarterly dividend to a monthly dividend beginning in 2021 and the increase in the annualized common dividend rate. The Company distributed $5.6 million to preferred shareholders in the first nine months of 2022 while no amounts were distributed in the same period of 2021 as the preferred stock was issued in September 2021. Dividends paid during the nine months ended September 30, 2022 included the monthly dividends declared in December 2021 through August 2022. Dividends paid during the nine months ended September 30, 2021 included the quarterly dividend declared in December 2020 and the monthly dividends declared in January 2021 through August 2021. The Company’s annualized common stock dividend during the third quarter of 2022 is $2.808 per common share, a 7.8% increase over the annualized $2.604 per common share declared in the third quarter of 2021.

Material Cash Requirements

In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land.

Detail on these obligations as of September 30, 2022, including expected settlement periods, is contained below (presented in thousands):


	2022
	(remaining)		2023		2024		2025		2026		Thereafter		Total
Mortgage Notes Payable	$	218	$	29,167	$	963	$	1,026	$	629	$	42,250	$	74,253
Revolving Credit Facility ⁽¹⁾		—		—		—		—		—		—		—
Senior Unsecured Notes		—		—		—		50,000		—		1,760,000		1,810,000
Land Lease Obligations		383		1,533		7,449		1,197		1,195		29,851		41,608
Estimated Interest Payments on Outstanding Debt		15,694		61,862		61,578		60,298		59,370		234,103		492,905
Total	$	16,295	$	92,562	$	69,990	$	112,521	$	61,194	$	2,066,204	$	2,418,766

(1)	The Revolving Credit Facility had no outstanding balance as of September 30, 2022. The Revolving Credit Facility matures in January 2026, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2027.

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

During the third quarter 2022 the Company had 22 development or Partner Capital Solutions projects completed or under construction, for which 20 remain under construction as of September 30, 2022. Anticipated total costs for the 20 projects are approximately $64.2 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, and/or other sources of funding available to the Company.

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

through the cash sources available to the Company described earlier.

Dividends

During the quarter ended September 30, 2022, the Company declared monthly dividends of $0.234 per common share for July, August and September 2022. The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for July and August were paid during the quarter. The September dividends and distributions were recorded as a liability on the Condensed Consolidated Balance Sheet at September 30, 2022 and were paid on October 14, 2022.

During the quarter ended September 30, 2022, the Company declared monthly dividends on the Series A Preferred Shares for July, August and September 2022. The September dividend was recorded as a liability on the Condensed Consolidated Balance Sheet at September 30, 2022 and was paid on October 3, 2022.

Recent Accounting Pronouncements

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

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in a different presentation of the interim Condensed Consolidated Financial Statements. From time to time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Company has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measures

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

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

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

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Core Funds from Operations (“Core FFO”)

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

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

Adjusted Funds from Operations (“AFFO”)

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

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Reconciliations

The following table provides a reconciliation of net income to FFO, Core FFO and AFFO for the three and nine months ended September 30, 2022 and 2021 (presented in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Reconciliation from Net Income to Funds from Operations
Net income	$	39,577	$	36,830	$	111,996	$	89,570
Less Series A preferred stock dividends		1,859		289		5,578		289
Net income attributable to Operating Partnership common unitholders		37,718		36,541		106,418		89,281
Depreciation of rental real estate assets		23,073		17,019		63,842		48,439
Amortization of lease intangibles - in-place leases and leasing costs		11,836		7,310		31,307		20,263
Provision for impairment		—		—		1,015		—
(Gain) loss on sale or involuntary conversion of assets, net		(2,885)		(3,470)		(5,161)		(13,285)
Funds from Operations - Operating Partnership common unitholders	$	69,742	$	57,400	$	197,421	$	144,698

Loss on extinguishment of debt and settlement of related hedges		—		—		—		14,614
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net		8,458		6,615		25,007		16,630
Core Funds from Operations - Operating Partnership common unitholders	$	78,200	$	64,015	$	222,428	$	175,942

Straight-line accrued rent		(3,189)		(3,215)		(9,419)		(8,779)
Stock based compensation expense		1,514		986		4,892		3,967
Amortization of financing costs		791		203		2,070		692
Non-real estate depreciation		248		159		517		462
Adjusted Funds from Operations - Operating Partnership common unitholders	$	77,564	$	62,148	$	220,488	$	172,284

Funds from Operations per common share and partnership unit - diluted	$	0.86	$	0.82	$	2.59	$	2.18
Core Funds from Operations per common share and partnership unit - diluted	$	0.97	$	0.92	$	2.92	$	2.65
Adjusted Funds from Operations per common share and partnership unit - diluted	$	0.96	$	0.89	$	2.89	$	2.60

Weighted average shares and Operating Partnership common units outstanding
Basic		80,048,755		69,450,119		75,709,202		65,971,339
Diluted		80,937,065		69,939,467		76,238,311		66,299,732

Additional supplemental disclosure
Scheduled principal repayments	$	214	$	201	$	633	$	594
Capitalized interest	$	554	$	36	$	816	$	200
Capitalized building improvements	$	3,135	$	1,921	$	6,977	$	4,376

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ITEM 3.Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements.

The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (presented in thousands) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes. Average interest rates shown reflect the impact of any swap agreements previously employed to fix interest rates.


	2022
	(remaining)			2023			2024			2025			2026			Thereafter			Total
Mortgage Notes Payable	$	218		$	29,167		$	963		$	1,026		$	629		$	42,250		$	74,253
Average Interest Rate		6.27	%		3.91	%		6.27	%		6.27	%		6.27	%		3.63	%

Revolving Credit Facility ⁽¹⁾	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Average Interest Rate

Senior Unsecured Notes	$	—		$	—		$	—		$	50,000		$	—		$	1,760,000		$	1,810,000
Average Interest Rate											4.16	%					3.28	%

(1)	The Revolving Credit Facility had no outstanding balance as of September 30, 2022. The Revolving Credit Facility matures in January 2026, with options to extend the maturity date by six months up to two times, for a maximum maturity of January 2027.

The fair value is estimated to be $68.4 million and $1.51 billion for mortgage notes payable and senior unsecured notes, respectively, as of September 30, 2022.

The table above incorporates those exposures that exist as of September 30, 2022; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

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

The Company does not use derivative instruments for trading or other speculative purposes and the Company did not have any outstanding derivative instruments or hedging activities as of September 30, 2022.

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ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

At the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

PART II OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is not presently involved in any material litigation nor, to its knowledge, is any other material litigation threatened against us, except for routine litigation arising in the ordinary course of business which is expected to be covered by its liability insurance.

ITEM 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits





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	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).

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

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

3.5	Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2019).

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

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

3.8	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).

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

4.1	Indenture Officer’s Certificate, dated as of August 22, 2022, among the Issuer, the Parent Guarantor and the Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).

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

4.3	Form of 2032 Guarantee by and among the Issuer, the Guarantors and the Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).

*22	Subsidiary Guarantors of Agree Realty Corporation

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

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

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

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

*101	The following materials from Agree Realty Corporation’s Quarterly Report on Form 10-Q for the three months ended September 30, 2022 formatted in Inline iXBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statement of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements.

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*104	Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Documents are furnished not filed.

SIGNATURES

Pursuant to the requirements 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

/s/ Joel N. Agree
Joel N. Agree
President and Chief Executive Officer

/s/ Peter Coughenour
Peter Coughenour
Chief Financial Officer and Secretary
(Principal Financial Officer)

Date: November 1, 2022

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. senior Bad

Asset Derivatives

September 30, 2022

December 31, 2021

Fair Value

Fair Value

Derivatives designated as cash flow hedges:

Other Assets, net