EX-99.1 2 tm2412472d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

32301 Woodward Ave.

Royal Oak, MI 48073

www.agreerealty.com

 

 

FOR IMMEDIATE RELEASE

 

Agree Realty Corporation Reports First Quarter 2024 Results

Introduces 2024 AFFO Per Share Guidance of $4.10 to $4.13

 

Royal Oak, MI, April 23, 2024 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended March 31, 2024. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

 

First Quarter 2024 Financial and Operating Highlights:

 

§Invested approximately $140 million in 50 retail net lease properties
§Commenced four development or Developer Funding Platform (“DFP”) projects for total committed capital of approximately $18 million
§Net Income per share attributable to common stockholders decreased 2.4% to $0.43
§Core Funds from Operations (“Core FFO”) per share increased 3.5% to $1.01
§Adjusted Funds from Operations (“AFFO”) per share increased 4.6% to $1.03
§Declared an April monthly dividend of $0.250 per common share, a 2.9% year-over-year increase
§Balance sheet well positioned at 4.3 times proforma net debt to recurring EBITDA; 4.8 times excluding unsettled forward equity
§Ended the quarter with over $920 million of total liquidity including availability on the revolving credit facility, outstanding forward equity, and cash on hand

 

Financial Results

 

Net Income Attributable to Common Stockholders

 

Net Income for the three months ended March 31, 2024 increased 8.2% to $43.0 million, compared to $39.8 million for the comparable period in 2023. Net Income per share for the three months ended March 31st decreased 2.4% to $0.43, compared to $0.44 for the comparable period in 2023.

 

Core FFO

 

Core FFO for the three months ended March 31, 2024 increased 14.6% to $102.0 million, compared to Core FFO of $89.0 million for the comparable period in 2023. Core FFO per share for the three months ended March 31st increased 3.5% to $1.01, compared to Core FFO per share of $0.98 for the comparable period in 2023.

 

AFFO

 

AFFO for the three months ended March 31, 2024 increased 15.9% to $103.3 million, compared to AFFO of $89.1 million for the comparable period in 2023. AFFO per share for the three months ended March 31st increased 4.6% to $1.03, compared to AFFO per share of $0.98 for the comparable period in 2023.

 

1

 

 

Dividend

 

In the first quarter, the Company declared monthly cash dividends of $0.247 per common share for each of January, February and March 2024. The monthly dividends declared during the first quarter reflected an annualized dividend amount of $2.964 per common share, representing a 2.9% increase over the annualized dividend amount of $2.880 per common share from the first quarter of 2023. The dividends represent payout ratios of approximately 73% of Core FFO per share and 72% of AFFO per share, respectively.

 

Subsequent to quarter end, the Company declared a monthly cash dividend of $0.25 per common share for April 2024. The monthly dividend reflects an annualized dividend amount of $3.00 per common share, representing a 2.9% increase over the annualized dividend amount of $2.916 per common share from the second quarter of 2023. The April dividend is payable on May 14, 2024 to stockholders of record at the close of business on April 30, 2024.

 

Additionally, subsequent to quarter end, the Company declared a monthly cash dividend on its 4.25% Series A Cumulative Redeemable Preferred Stock of $0.08854 per depositary share, which is equivalent to $1.0625 per annum. The dividend is payable on May 1, 2024 to stockholders of record at the close of business on April 19, 2024.

 

Earnings Guidance

 

    2024 Guidance
AFFO per share(1)   $4.10 to $4.13
General and administrative expenses (% of adjusted revenue)(2)   5.7% to 6.0%
Non-reimbursable real estate expenses (% of adjusted revenue)(2)   1.0% to 1.5%
Income and other tax expense   $4 to $5 million
Acquisition volume   Approximately $600 million
Disposition volume    $50 to $100 million

 

The Company’s 2024 guidance is subject to risks and uncertainties more fully described in this press release and in the Company’s filings with the Securities and Exchange Commission.

(1)The Company does not provide guidance with respect to the most directly comparable GAAP financial measure or provide reconciliations to GAAP from its forward-looking non-GAAP financial measure of AFFO per share guidance due to the inherent difficulty of forecasting the effect, timing and significance of certain amounts in the reconciliation that would be required by Item 10(e)(1)(i)(B) of Regulation S-K. Examples of these amounts include impairments of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions or developments. In addition, certain non-recurring items may also significantly affect net income but are generally adjusted for in AFFO. Based on our historical experience, the dollar amounts of these items could be significant, and could have a material impact on the Company’s GAAP results for the guidance period.
(2)Adjusted revenue excludes the impact of the amortization of above and below market lease intangibles.

 

CEO Comments

 

"We are pleased with our strong start to the year as evidenced by the introduction of full-year acquisition guidance of approximately $600 million of high-quality retail net lease properties,” said Joey Agree, President and Chief Executive Officer. “With total liquidity of over $920 million, more than $385 million of hedged capital and no material debt maturities until 2028, we enjoy ample balance sheet flexibility to execute our disciplined operating strategy. Our best-in-class portfolio and fortress balance sheet provide us with conviction that we can achieve 2024 AFFO per share between $4.10 and $4.13 without deviating from our core strategy or moving up the risk curve.”

 

Portfolio Update

 

As of March 31, 2024, the Company’s portfolio consisted of 2,161 properties located in 49 states and contained approximately 44.9 million square feet of gross leasable area. At quarter end, the portfolio was 99.6% leased, had a weighted-average remaining lease term of approximately 8.2 years, and generated 68.8% of annualized base rents from investment grade retail tenants.

 

2

 

 

Ground Lease Portfolio

 

As of March 31, 2024, the Company’s ground lease portfolio consisted of 224 leases located in 35 states and totaled approximately 6.1 million square feet of gross leasable area. Properties ground leased to tenants represented 11.6% of annualized base rents.

 

At quarter end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 10.3 years, and generated 88.0% of annualized base rents from investment grade retail tenants.

 

Acquisitions

 

Total acquisition volume for the first quarter was approximately $123.5 million and included 31 select properties net leased to leading retailers operating in sectors including home improvement, auto parts, grocery stores, convenience stores and tire and auto service. The properties are located in 22 states and leased to tenants operating in 15 sectors.

 

The properties were acquired at a weighted-average capitalization rate of 7.7% and had a weighted-average remaining lease term of approximately 8.2 years. Approximately 64.0% of annualized base rents acquired were generated from investment grade retail tenants.

 

The Company anticipates acquisition volume for the full year 2024 to be approximately $600 million.

 

Dispositions

 

During the first quarter, the Company sold six properties for gross proceeds of approximately $22.3 million. The dispositions were completed at a weighted-average capitalization rate of 6.2%.

 

The Company anticipates disposition volume for the full year 2024 to be between $50 and $100 million.

 

Development and DFP

 

During the first quarter, the Company commenced four development or DFP projects, with total anticipated costs of approximately $17.6 million. Construction continued during the quarter on 14 projects with anticipated costs totaling approximately $56.3 million. The Company completed two projects during the quarter with total costs of approximately $8.0 million.

 

For the three months ended March 31, 2024, the Company had 20 development or DFP projects completed or under construction with anticipated total costs of approximately $81.9 million. The projects are leased to leading retailers including TJX Companies, Burlington, Starbucks, Gerber Collision, and Sunbelt Rentals.

 

The following table presents estimated costs for the Company's active or completed development or DFP projects for the quarter ended March 31, 2024:

 

  

Three Months Ended

March 31, 2024

 
Number of Projects   20 
Costs Funded During Q1 2024  $16,539 
Costs Funded Prior to Q1 2024   31,610 
Remaining Funding Costs   33,732 
Anticipated Total Project Costs  $81,881 

 

Development and DFP project costs are in thousands. Any differences are the result of rounding. Costs Funded During Q1 2024 exclude any costs associated with projects that were completed in prior quarters. Remaining Funding Costs exclude any costs associated with projects that were completed in Q1 2024. Costs Funded Prior to Q1 2024 may include adjustments related to completed projects to arrive at the correct Anticipated Total Project Costs.

 

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Leasing Activity and Expirations

 

During the first quarter, the Company executed new leases, extensions or options on approximately 405,000 square feet of gross leasable area throughout the existing portfolio. Notable new leases, extensions or options included a 46,000-square foot Best Buy in Danvers, Massachusetts, a 57,000-square foot Hobby Lobby in Port Arthur, Texas, and a 147,000-square foot Walmart Supercenter in Mena, Arkansas.

 

As of March 31, 2024, the Company’s 2024 lease maturities represented 0.4% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of March 31, 2024, assuming no tenants exercise renewal options:

 

Year   Leases   Annualized
Base Rent (1)		   Percent of
Annualized
Base Rent		  

Gross

Leasable Area

   Percent of Gross
Leasable Area		 
2024    12    2,327    0.4%   274    0.6%
2025    70    15,818    2.8%   1,598    3.6%
2026    122    27,110    4.8%   2,788    6.2%
2027    156    34,329    6.1%   3,134    7.0%
2028    176    46,901    8.3%   4,338    9.7%
2029    192    58,384    10.3%   5,613    12.6%
2030    268    56,470    10.0%   4,318    9.7%
2031    185    44,152    7.8%   3,252    7.3%
2032    237    48,897    8.7%   3,631    8.1%
2033    198    46,102    8.2%   3,557    8.0%
Thereafter    721    184,462    32.6%   12,169    27.2%
Total Portfolio    2,337   $564,952    100.0%   44,672    100.0%

 

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of March 31, 2024, but that had not yet commenced. Annualized Base Rent and gross leasable area (square feet) are in thousands; any differences are the result of rounding.

(1)Annualized Base Rent represents the annualized amount of contractual minimum rent required by tenant lease agreements as of March 31, 2024, computed on a straight-line basis. Annualized Base Rent is not, and is not intended to be, a presentation in accordance with generally accepted accounting principles (“GAAP”). The Company believes annualized contractual minimum rent is useful to management, investors, and other interested parties in analyzing concentrations and leasing activity.

 

4

 

 

Top Tenants

 

The following table presents annualized base rents for all tenants that represent 1.5% or greater of the Company’s total annualized base rent as of March 31, 2024:

 

Tenant  Annualized
Base Rent(1)		  

Percent of

Annualized Base Rent

 
Walmart  $33,864    6.0%
Tractor Supply   28,155    5.0%
Dollar General   26,831    4.7%
Best Buy   19,593    3.5%
CVS   17,809    3.2%
Dollar Tree   17,558    3.1%
Kroger   16,802    3.0%
TJX Companies   16,762    3.0%
O'Reilly Auto Parts   16,411    2.9%
Hobby Lobby   14,673    2.6%
Lowe's   14,025    2.5%
Burlington   13,080    2.3%
Sunbelt Rentals   12,761    2.3%
7-Eleven   12,431    2.2%
Gerber Collision   11,710    2.1%
Sherwin-Williams   11,423    2.0%
Wawa   9,916    1.8%
Home Depot   9,591    1.7%
BJ's Wholesale Club   8,713    1.5%
Other(2)   252,844    44.6%
Total Portfolio  $564,952    100.0%

 

Annualized Base Rent is in thousands; any differences are the result of rounding.

(1)Refer to footnote 1 on page 4 for the Company’s definition of Annualized Base Rent.
(2)Includes tenants generating less than 1.5% of Annualized Base Rent.

 

5

 

 

Retail Sectors

 

The following table presents annualized base rents for all the Company’s retail sectors as of March 31, 2024:

 

Sector  Annualized
Base Rent(1)		  

Percent of
Annualized

Base Rent

 
Grocery Stores  $54,894    9.7%
Home Improvement   49,349    8.7%
Tire and Auto Service   47,363    8.4%
Convenience Stores   46,072    8.2%
Dollar Stores   42,881    7.6%
Off-Price Retail   33,992    6.0%
General Merchandise   32,331    5.7%
Auto Parts   32,256    5.7%
Farm and Rural Supply   29,883    5.3%
Pharmacy   24,200    4.3%
Consumer Electronics   21,723    3.9%
Crafts and Novelties   16,952    3.0%
Discount Stores   14,155    2.5%
Warehouse Clubs   13,699    2.4%
Equipment Rental   13,087    2.3%
Dealerships   12,411    2.2%
Health Services   11,500    2.0%
Restaurants - Quick Service   9,109    1.6%
Health and Fitness   9,034    1.6%
Sporting Goods   7,450    1.3%
Specialty Retail   6,620    1.2%
Financial Services   6,612    1.2%
Restaurants - Casual Dining   5,594    1.0%
Theaters   3,854    0.7%
Home Furnishings   3,702    0.7%
Beauty and Cosmetics   3,465    0.6%
Pet Supplies   3,430    0.6%
Shoes   3,166    0.6%
Entertainment Retail   2,323    0.4%
Apparel   1,810    0.3%
Miscellaneous   1,251    0.2%
Office Supplies   784    0.1%
Total Portfolio  $564,952    100.0%

 

Annualized Base Rent is in thousands; any differences are the result of rounding.

(1)Refer to footnote 1 on page 4 for the Company’s definition of Annualized Base Rent.

 

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Geographic Diversification

 

The following table presents annualized base rents for all states that represent 1.5% or greater of the Company’s total annualized base rent as of March 31, 2024:

 

State  Annualized
Base Rent(1)		  

Percent of

Annualized Base Rent

 
Texas  $40,683    7.2%
Florida   32,880    5.8%
Illinois   31,676    5.6%
North Carolina   30,782    5.4%
Michigan   29,566    5.2%
Ohio   29,434    5.2%
Pennsylvania   27,204    4.8%
New Jersey   23,525    4.2%
California   22,746    4.0%
New York   21,585    3.8%
Georgia   20,813    3.7%
Missouri   16,488    2.9%
Wisconsin   16,039    2.8%
Virginia   15,754    2.8%
Louisiana   14,031    2.5%
Kansas   13,668    2.4%
Connecticut   12,653    2.2%
South Carolina   12,402    2.2%
Mississippi   12,218    2.2%
Minnesota   11,796    2.1%
Massachusetts   11,351    2.0%
Tennessee   10,387    1.8%
Alabama   9,404    1.7%
Oklahoma   9,194    1.6%
Indiana   8,905    1.6%
Kentucky   8,633    1.5%
Other(2)   71,135    12.8%
Total Portfolio  $564,952    100.0%

 

Annualized Base Rent is in thousands; any differences are the result of rounding.

(1)Refer to footnote 1 on page 4 for the Company’s definition of Annualized Base Rent.
(2)Includes states generating less than 1.5% of Annualized Base Rent.

 

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Capital Markets, Liquidity and Balance Sheet

 

Capital Markets

 

During the first quarter, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 20,743 shares of common stock for net proceeds of approximately $1.3 million. To date, the Company has not received any proceeds from the sale of shares of its common stock by the forward purchasers.

 

The following table presents the Company’s outstanding forward equity offerings as of March 31, 2024:

 

Forward Equity Offerings  Shares Sold   Shares
Settled		   Shares
Remaining		   Net
Proceeds
Received		   Anticipated
Net
Proceeds
Remaining		 
Q4 2023 ATM Forward Offerings   3,833,871    -    3,833,871    -   $235,493,226 
Q1 2024 ATM Forward Offerings   20,743    -    20,743    -   $1,275,278 
Total Forward Equity Offerings   3,854,614    -    3,854,614    -   $236,768,504 

 

Liquidity

 

As of March 31, 2024, the Company had total liquidity of over $920 million, which includes $670.0 million of availability under its revolving credit facility, $236.8 million of outstanding forward equity, and $15.4 million of cash on hand. The Company’s $1.0 billion revolving credit facility includes an accordion option that allows the Company to request additional lender commitments of up to $750 million, or an aggregate of $1.75 billion.

 

Balance Sheet

 

As of March 31, 2024, the Company’s net debt to recurring EBITDA was 4.8 times. The Company’s proforma net debt to recurring EBITDA was 4.3 times when deducting the $236.8 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $2.5 billion as of March 31, 2024. The Company’s fixed charge coverage ratio was 4.9 times at quarter end.

 

The Company’s total debt to enterprise value was 30.0% as of March 31, 2024. Enterprise value is calculated as the sum of net debt, the liquidation value of the Company’s preferred stock, and the market value of the Company’s outstanding shares of common stock, assuming conversion of Agree Limited Partnership (the “Operating Partnership” or “OP”) common units into common stock of the Company.

 

For the three months ended March 31, 2024, the Company's fully diluted weighted-average shares outstanding were 100.3 million. The basic weighted-average shares outstanding for the three months ended March 31, 2024 were 100.3 million.

 

For the three months ended March 31, 2024, the Company's fully diluted weighted-average shares and units outstanding were 100.7 million. The basic weighted-average shares and units outstanding for the three months ended March 31, 2024 were 100.6 million.

 

The Company’s assets are held by, and its operations are conducted through, the Operating Partnership, of which the Company is the sole general partner. As of March 31, 2024, there were 347,619 Operating Partnership common units outstanding, and the Company held a 99.7% common interest in the Operating Partnership.

 

8

 

 

Conference Call/Webcast

 

The Company will host its quarterly analyst and investor conference call on Wednesday, April 24, 2024 at 9:00 AM ET. To participate in the conference call, please dial (800) 836-8184 approximately ten minutes before the call begins.

 

Additionally, a webcast of the conference call will be available via the Company’s website. To access the webcast, visit www.agreerealty.com ten minutes prior to the start time of the conference call and go to the Investors section of the website. A replay of the conference call webcast will be archived and available online through the Investors section of www.agreerealty.com.

 

About Agree Realty Corporation

 

Agree Realty Corporation is a publicly traded real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants. As of March 31, 2024, the Company owned and operated a portfolio of 2,161 properties, located in 49 states and containing approximately 44.9 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information on the Company and RETHINKING RETAIL, please visit www.agreerealty.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including statements about projected financial and operating results, 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 are generally identifiable by use of forward-looking terminology such as “may,”, “can”, “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” “outlook” or other similar words or expressions. Forward-looking statements, including our 2024 guidance, are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company’s best judgment reflecting current information, 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, some of the most significant factors, include the potential adverse effect of ongoing worldwide economic uncertainties and increased inflation and interest rates 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 these conditions will impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission (the “SEC”), as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the macroeconomic environment. Additional important factors, among others, that may cause the Company’s actual results to vary include the general deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other factors discussed in the Company’s reports filed with the SEC. The forward-looking statements included in this press release are made as of the date hereof. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, changes in the Company’s expectations or assumptions or otherwise.

 

For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Investor Relations section of the Company’s website at www.agreerealty.com.

 

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

 

References to “Core FFO” and “AFFO” in this press release are representative of Core FFO attributable to OP common unitholders and AFFO attributable to OP common unitholders. Detailed calculations for these measures are shown in the Reconciliation of Net Income to FFO, Core FFO and Adjusted FFO table as “Core Funds From Operations – OP Common Unitholders” and “Adjusted Funds from Operations – OP Common Unitholders”.

 

###

 

Contact:

 

Peter Coughenour

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190

 

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Agree Realty Corporation
Consolidated Balance Sheet
($ in thousands, except share and per-share data)
(Unaudited)

 

   March 31, 2024   December 31, 2023 
Assets:          
Real Estate Investments:          
Land  $2,305,313   $2,282,354 
Buildings   4,937,878    4,861,692 
Accumulated depreciation   (463,827)   (433,958)
Property under development   42,109    33,232 
Net real estate investments   6,821,473    6,743,320 
Real estate held for sale, net   5,416    3,642 
Cash and cash equivalents   6,314    10,907 
Cash held in escrows   9,120    3,617 
Accounts receivable - tenants, net   91,301    82,954 
Lease Intangibles, net of accumulated amortization of $383,456 and
$360,061 at March 31, 2024 and December 31, 2023, respectively		   840,984    854,088 
Other assets, net   94,057    76,308 
Total Assets  $7,868,665   $7,774,836 
           
Liabilities:          
Mortgage notes payable, net   42,666    42,811 
Unsecured term loans, net   346,947    346,798 
Senior unsecured notes, net   1,794,874    1,794,312 
Unsecured revolving credit facility   330,000    227,000 
Dividends and distributions payable   25,561    25,534 
Accounts payable, accrued expenses and other liabilities   112,385    101,401 
Lease intangibles, net of accumulated amortization of $42,684 and
$42,813 at March 31, 2024 and December 31, 2023, respectively		   36,757    36,827 
Total Liabilities  $2,689,190   $2,574,683 
           
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 March 31, 2024 and December 31, 2023   175,000    175,000 
Common stock, $.0001 par value, 180,000,000 shares authorized, 100,628,975 and 100,519,355 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively   10    10 
Additional paid-in-capital   5,354,362    5,354,120 
Dividends in excess of net income   (378,205)   (346,473)
Accumulated other comprehensive income (loss)   27,430    16,554 
Total Equity - Agree Realty Corporation  $5,178,597   $5,199,211 
Non-controlling interest   878    942 
Total Equity  $5,179,475   $5,200,153 
Total Liabilities and Equity  $7,868,665   $7,774,836 

 

11

 

 

Agree Realty Corporation
Consolidated Statements of Operations and Comprehensive Income
($ in thousands, except share and per share-data)
(Unaudited)

 

  

Three months ended

March 31,

 
   2024   2023 
Revenues          
Rental Income  $149,422   $126,609 
Other   31    9 
Total Revenues  $149,453   $126,618 
           
Operating Expenses          
Real estate taxes  $10,701   $9,432 
Property operating expenses   7,373    6,782 
Land lease expense   415    430 
General and administrative   9,515    8,821 
Depreciation and amortization   48,463    40,646 
Provision for impairment   4,530    - 
Total Operating Expenses  $80,997   $66,111 
           
Gain (loss) on sale of assets, net   2,096    - 
Gain (loss) on involuntary conversion, net   (55)   - 
           
Income from Operations  $70,497   $60,507 
           
Other (Expense) Income          
Interest expense, net  $(24,451)  $(17,998)
Income and other tax (expense) benefit   (1,149)   (783)
Other (expense) income   117    48 
           
Net Income  $45,014   $41,774 
           
Less net income attributable to non-controlling interest   155    160 
           
Net Income Attributable to Agree Realty Corporation  $44,859   $41,614 
           
Less Series A Preferred Stock Dividends   1,859    1,859 
           
Net Income Attributable to Common Stockholders  $43,000   $39,755 
           
Net Income Per Share Attributable to Common Stockholders          
Basic  $0.43   $0.44 
Diluted  $0.43   $0.44 
           
Other Comprehensive Income          
Net Income  $45,014   $41,774 
Amortization of interest rate swaps   (629)   (629)
Change in fair value and settlement of interest rate swaps   11,543    - 
Total Comprehensive Income (Loss)   55,928    41,145 
Less comprehensive income attributable to non-controlling interest   193    158 
Comprehensive Income Attributable to Agree Realty Corporation  $55,735   $40,987 
           
Weighted Average Number of Common Shares Outstanding - Basic   100,284,588    90,028,255 
Weighted Average Number of Common Shares Outstanding - Diluted   100,336,600    90,548,172 

 

12

 

 

Agree Realty Corporation
Reconciliation of Net Income to FFO, Core FFO and Adjusted FFO
($ in thousands, except share and per-share data)
(Unaudited)

 

  

Three months ended

March 31,

 
   2024   2023 
Net Income  $45,014   $41,774 
Less Series A Preferred Stock Dividends   1,859    1,859 
Net Income attributable to OP Common Unitholders   43,155    39,915 
Depreciation of rental real estate assets   31,966    26,584 
Amortization of lease intangibles - in-place leases and leasing costs   15,996    13,770 
Provision for impairment   4,530    - 
(Gain) loss on sale or involuntary conversion of assets, net   (2,041)   - 
Funds from Operations - OP Common Unitholders  $93,606   $80,269 
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net   8,379    8,695 
Core Funds from Operations - OP Common Unitholders  $101,985   $88,964 
Straight-line accrued rent   (2,847)   (3,039)
Stock based compensation expense   2,425    1,831 
Amortization of financing costs and original issue discounts   1,186    1,029 
Non-real estate depreciation   501    292 
Adjusted Funds from Operations - OP Common Unitholders  $103,250   $89,077 
           
Funds from Operations Per Common Share and OP Unit - Basic  $0.93   $0.89 
Funds from Operations Per Common Share and OP Unit - Diluted  $0.93   $0.88 
           
Core Funds from Operations Per Common Share and OP Unit - Basic  $1.01   $0.98 
Core Funds from Operations Per Common Share and OP Unit - Diluted  $1.01   $0.98 
           
Adjusted Funds from Operations Per Common Share and OP Unit - Basic  $1.03   $0.99 
Adjusted Funds from Operations Per Common Share and OP Unit - Diluted  $1.03   $0.98 
           
Weighted Average Number of Common Shares and OP Units Outstanding - Basic   100,632,207    90,375,874 
Weighted Average Number of Common Shares and OP Units Outstanding - Diluted   100,684,219    90,895,791 
           
Additional supplemental disclosure          
Scheduled principal repayments  $235   $221 
Capitalized interest   304    539 
Capitalized building improvements   493    702 

 

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.

 

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 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.

 

13

 

 

Agree Realty Corporation
Reconciliation of Non-GAAP Financial Measures
($ in thousands, except share and per-share data)  
(Unaudited)  

 

   Three months ended
March 31,		 
   2024 
Mortgage notes payable, net  $42,666 
Unsecured term loans, net   346,947 
Senior unsecured notes, net   1,794,874 
Unsecured revolving credit facility   330,000 
Total Debt per the Consolidated Balance Sheet  $2,514,487 
      
Unamortized debt issuance costs and discounts, net   20,145 
Total Debt  $2,534,632 
      
Cash and cash equivalents  $(6,314)
Cash held in escrows   (9,120)
Net Debt  $2,519,198 
      
Anticipated Net Proceeds from ATM Forward Offerings   (236,769)
Proforma Net Debt  $2,282,429 
      
Net Income  $45,014 
Interest expense, net   24,451 
Income and other tax expense   1,149 
Depreciation of rental real estate assets   31,966 
Amortization of lease intangibles - in-place leases and leasing costs   15,996 
Non-real estate depreciation   501 
Provision for impairment   4,530 
(Gain) loss on sale or involuntary conversion of assets, net   (2,041)
EBITDAre  $121,566 
      
Run-Rate Impact of Investment, Disposition and Leasing Activity  $1,376 
Amortization of above (below) market lease intangibles, net   8,295 
Recurring EBITDA  $131,237 
      
Annualized Recurring EBITDA  $524,948 
      
Total Debt per the Consolidated Balance Sheet to Annualized Net Income   14.0x
      
Net Debt to Recurring EBITDA   4.8x
      
Proforma Net Debt to Recurring EBITDA   4.3x

 

Non-GAAP Financial Measures

 

Total Debt and Net Debt
The Company defines Total Debt as debt per the consolidated balance sheet excluding unamortized debt issuance costs, original issue discounts and debt discounts. Net Debt is defined as Total Debt less cash, cash equivalents and cash held in escrows. The Company considers the non-GAAP measures of Total Debt and Net Debt to be key supplemental measures of the Company's overall liquidity, capital structure and leverage because they provide industry analysts, lenders and investors useful information in understanding our financial condition. The Company's calculation of Total Debt and Net Debt may not be comparable to Total Debt and Net Debt reported by other REITs that interpret the definitions differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the net proceeds of the Forward Offerings (see below) are used to pay down debt. The Company believes the proforma measure may be useful to investors in understanding the potential effect of the Forward Offerings on the Company's capital structure, its future borrowing capacity, and its ability to service its debt.

 

Forward Offerings

The Company has 3,854,614 shares remaining to be settled under the ATM Forward Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $236.8 million based on the applicable forward sale prices as of March 31, 2024. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the offerings by January 2025.

 

EBITDAre

EBITDAre is defined by Nareit to mean net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization, any gains (or losses) from sales of real estate assets and/or changes in control, any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company considers the non-GAAP measure of EBITDAre to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company's operating performance. The Company considers EBITDAre a key supplemental measure of the Company's operating performance because it provides an additional supplemental measure of the Company's performance and operating cash flow that is widely known by industry analysts, lenders and investors. The Company’s calculation of EBITDAre may not be comparable to EBITDAre reported by other REITs that interpret the Nareit definition differently than the Company.

 

Recurring EBITDA

The Company defines Recurring EBITDA as EBITDAre with the addback of noncash amortization of above- and below- market lease intangibles, and after adjustments for the run-rate impact of the Company's investment and disposition activity for the period presented, as well as adjustments for non-recurring benefits or expenses. The Company considers the non-GAAP measure of Recurring EBITDA to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company's operating performance. The Company considers Recurring EBITDA a key supplemental measure of the Company's operating performance because it represents the Company's earnings run rate for the period presented and because it is widely followed by industry analysts, lenders and investors. Our Recurring EBITDA may not be comparable to Recurring EBITDA reported by other companies that have a different interpretation of the definition of Recurring EBITDA. Our ratio of net debt to Recurring EBITDA is used by management as a measure of leverage and may be useful to investors in understanding the Company’s ability to service its debt, as well as assess the borrowing capacity of the Company. Our ratio of net debt to Recurring EBITDA is calculated by taking annualized Recurring EBITDA and dividing it by our net debt per the consolidated balance sheet.

 

Annualized Net Income

Represents net income for the three months ended March 31, 2024, on an annualized basis.

 

14

 

 

Agree Realty Corporation
Rental Income
($ in thousands, except share and per share-data)
(Unaudited)

 

  

Three months ended

March 31,

 
   2024   2023 
Rental Income Source(1)          
Minimum rents(2)  $137,033   $115,790 
Percentage rents(2)   1,368    1,246 
Operating cost reimbursement(2)   16,469    15,145 
Straight-line rental adjustments(3)   2,847    3,039 
Amortization of (above) below market lease intangibles(4)   (8,295)   (8,611)
Total Rental Income  $149,422   $126,609 

 

(1) The Company adopted Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 842 “Leases” using the modified retrospective approach as of January 1, 2019. The Company adopted the practical expedient in FASB ASC 842 that alleviates the requirement to separately present lease and non-lease components of lease contracts. As a result, all income earned pursuant to tenant leases is reflected as one line, “Rental Income,” in the consolidated statement of operations. The purpose of this table is to provide additional supplementary detail of Rental Income.  

 

(2) Represents contractual rentals and/or reimbursements as required by tenant lease agreements, recognized on an accrual basis of accounting. The Company believes that the presentation of contractual lease income is not, and is not intended to be, a presentation in accordance with GAAP. The Company believes this information is frequently used by management, investors, analysts and other interested parties to evaluate the Company’s performance.  

 

(3) Represents adjustments to recognize minimum rents on a straight-line basis, consistent with the requirements of FASB ASC 842.  

 

(4) In allocating the fair value of an acquired property, above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property.

 

15