8-K
AGREE REALTY CORP (ADC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date
of earliest event reported): February 14, 2023
AGREE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
| 1-12928<br><br> <br>(Commission file number) | 38-3148187<br><br> <br>(I.R.S. Employer Identification No.) |
|---|---|
| 70 E. Long Lake Road<br><br> <br>Bloomfield Hills, MI<br><br> <br>(Address of principal<br> executive offices) | 48304<br><br> <br>(Zip code) |
(Registrant’s telephone number, including area code)
(248) 737-4190
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425<br>under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12<br>under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to<br>Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to<br>Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On February 14, 2023, Agree Realty Corporation (the “Company”) issued a press release describing its results of operations for the fourth quarter and full year ended December 31, 2022, and posted an updated investor presentation to its website. The press release is furnished as Exhibit 99.1 to this report. The investor presentation is furnished as Exhibit 99.2 to this report.
The information in this Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit | Description |
| --- | --- |
| 99.1 | Press release, dated February 14, 2023, reporting the Company’s results of operations for the fourth quarter and full year ended December 31, 2022. |
| 99.2 | February 2023 Investor Presentation. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| AGREE REALTY CORPORATION | |
|---|---|
| By: | /s/ Peter Coughenour |
| Name: Peter Coughenour | |
| Title: Chief Financial Officer and Secretary |
Date: February 14, 2023
Exhibit 99.1
| 70 E. Long Lake Rd.<br><br><br><br>Bloomfield Hills, MI 48304<br><br><br><br>www.agreerealty.com |
|---|
FOR IMMEDIATE RELEASE
Agree Realty Corporation Reports Fourth Quarterand Record Full Year 2022 Results
Bloomfield Hills, MI, February 14, 2023 --Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year ended December 31, 2022. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.
Fourth Quarter 2022 Financial and OperatingHighlights:
| § | Invested approximately $421 million in 157 retail<br>net lease properties |
|---|---|
| § | Net Income per share attributable to common stockholders<br>of $0.44 was unchanged year-over-year |
| --- | --- |
| § | Core Funds from Operations (“Core FFO”)<br>per share increased 3.5% to $0.96 |
| --- | --- |
| § | Adjusted Funds from Operations (“AFFO”)<br>per share increased 3.9% to $0.95 |
| --- | --- |
| § | Declared a December monthly dividend of $0.240<br>per common share, a 5.7% year-over-year increase |
| --- | --- |
| § | Sold 4,104,641 shares of common stock via the forward component of the Company's<br>at-the-market equity ("ATM") program for anticipated net proceeds of approximately $283 million |
| --- | --- |
| § | Settled 1,600,000 shares of outstanding forward equity for net proceeds of<br>approximately $106 million |
| --- | --- |
| § | Balance sheet positioned for growth at 3.1 times<br>proforma net debt to recurring EBITDA; 4.4 times excluding unsettled forward equity |
| --- | --- |
Full Year 2022 Financial and Operating Highlights:
| § | Invested or committed a record $1.71 billion<br>in 465 retail net lease properties |
|---|---|
| § | Commenced a record 28 development and Partner Capital Solutions (“PCS”)<br>projects for total committed capital of approximately $110 million |
| --- | --- |
| § | Net Income per share attributable to common stockholders<br>increased 2.4% to $1.83 |
| --- | --- |
| § | Core FFO per share increased 8.1% to $3.87 |
| --- | --- |
| § | AFFO per share increased 9.2% to $3.83 |
| --- | --- |
| § | Declared dividends of $2.805 per share, a 7.7%<br>year-over-year increase |
| --- | --- |
| § | Raised approximately $1.3 billion of gross equity<br>proceeds through two overnight offerings and the Company's ATM program |
| --- | --- |
| § | Achieved an upgraded investment grade credit rating of Baa1 from Moody's<br>Investors Service |
| --- | --- |
| § | Completed a public bond offering of $300 million<br>of 4.80% senior unsecured notes due 2032 with an effective all-in rate of 3.76% inclusive of prior hedging activity |
| --- | --- |
| § | Ended the year with approximately $1.5 billion<br>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 December 31, 2022 increased 24.8% to $39.1 million, compared to $31.3 million for the comparable period in 2021. Net Income per share for the three months ended December 31, 2022 of $0.44 was unchanged compared to the same period in 2021.
Net Income for the twelve months ended December 31, 2022 increased 20.7% to $145.0 million, compared to $120.1 million for the comparable period in 2021. Net Income per share for the twelve months ended December 31, 2022 increased 2.4% to $1.83, compared to $1.78 per share for the comparable period in 2021.
Core FFO
Core FFO for the three months ended December 31, 2022 increased 30.0% to $85.3 million, compared to Core FFO of $65.6 million for the comparable period in 2021. Core FFO per share for the three months ended December 31, 2022 increased 3.5% to $0.96, compared to Core FFO per share of $0.92 for the comparable period in 2021.
Core FFO for the twelve months ended December 31, 2022 increased 27.4% to $307.7 million, compared to Core FFO of $241.5 million for the comparable period in 2021. Core FFO per share for the twelve months ended December 31, 2022 increased 8.1% to $3.87, compared to Core FFO per share of $3.58 for the comparable period in 2021.
AFFO
AFFO for the three months ended December 31, 2022 increased 30.5% to $84.4 million, compared to AFFO of $64.7 million for the comparable period in 2021. AFFO per share for the three months ended December 31, 2022 increased 3.9% to $0.95, compared to AFFO per share of $0.91 for the comparable period in 2021.
AFFO for the twelve months ended December 31, 2022 increased 28.7% to $304.9 million, compared to AFFO of $237.0 million for the comparable period in 2021. AFFO per share for the twelve months ended December 31, 2022 increased 9.2% to $3.83, compared to AFFO per share of $3.51 for the comparable period in 2021.
Dividend
In the fourth quarter, the Company declared monthly cash dividends of $0.240 per common share for each of October, November and December 2022. The monthly dividends during the fourth quarter reflected an annualized dividend amount of $2.880 per common share, representing a 5.7% increase over the annualized dividend amount of $2.724 per common share from the fourth quarter of 2021. The dividends represent payout ratios of approximately 75% of Core FFO per share and 76% of AFFO per share, respectively.
For the twelve months ended December 31, 2022, the Company declared monthly dividends totaling $2.805 per common share, a 7.7% increase over the dividends of $2.604 per common share declared for the comparable period in 2021. The dividends represent payout ratios of approximately 72% of Core FFO per share and 73% of AFFO per share, respectively.
Subsequent to year end, the Company declared a monthly cash dividend of $0.240 per common share for each of January and February 2023. The monthly dividends reflect an annualized dividend amount of $2.880 per common share, representing a 5.7% increase over the annualized dividend amount of $2.724 per common share from the first quarter of 2022. The January dividend was paid on February 14, 2023 and the February dividend is payable March 14, 2023 to stockholders of record at the close of business on February 28, 2023.
Additionally, subsequent to year end, the Company declared a monthly cash dividend for each of January and February 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 January dividend was paid on February 1, 2023 and the February dividend is payable March 1, 2023 to stockholders of record at the close of business on February 23, 2023.
2
CEO Comments
“We are extremely pleased with another year of record investment volume in 2022 as we continued to identify high-quality net lease opportunities to further strengthen the country’s preeminent retail portfolio,” said Joey Agree, President and Chief Executive Officer. “In addition, we executed several strategic capital markets transactions to prefund our balance sheet for 2023. With total liquidity of $1.5 billion and more than $550 million of outstanding forward equity at year end, we are extremely well positioned to execute without the need for additional capital. While the environment remains uncertain, I am confident in our ability to acquire at least $1 billion of high-quality net lease assets while maintaining investment spreads that continue to drive appropriate per share earnings growth.”
Portfolio Update
As of December 31, 2022, the Company’s portfolio consisted of 1,839 properties located in 48 states and contained approximately 38.1 million square feet of gross leasable area.
At year end, the portfolio was 99.7% leased, had a weighted-average remaining lease term of approximately 8.8 years, and generated 67.8% of annualized base rents from investment grade retail tenants.
Ground Lease Portfolio
During the fourth quarter, the Company acquired five ground leases for an aggregate purchase price of approximately $26.9 million, representing 6.2% of annualized base rents acquired.
As of December 31, 2022, the Company’s ground lease portfolio consisted of 206 leases located in 32 states and totaled approximately 5.5 million square feet of gross leasable area. Properties ground leased to tenants represented 12.4% of annualized base rents.
At year end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 11.2 years, and generated 88.7% of annualized base rents from investment grade retail tenants.
Acquisitions
Total acquisition volume for the fourth quarter was approximately $404.9 million and included 131 properties net leased to leading retailers operating in sectors including auto parts, tire and auto service, home improvement, dollar stores, off-price retail, convenience stores, and farm and rural supply. The properties are located in 33 states and leased to tenants operating in 19 sectors.
The properties were acquired at a weighted-average capitalization rate of 6.4% and had a weighted-average remaining lease term of approximately 10.6 years. Approximately 73.2% of annualized base rents acquired were generated from investment grade retail tenants.
For the twelve months ended December 31, 2022, total acquisition volume was approximately $1.59 billion. The 434 acquired properties are located in 43 states and leased to tenants who operate in 27 retail sectors. The properties were acquired at a weighted-average capitalization rate of 6.2% and had a weighted-average remaining lease term of approximately 10.2 years. Approximately 69.4% of annualized base rents were generated from investment grade retail tenants.
Dispositions
During the fourth quarter, the Company sold one property for gross proceeds of approximately $1.0 million. During the twelve months ended December 31, 2022, the Company sold seven assets for total gross proceeds of approximately $45.8 million. The weighted-average capitalization rate of the dispositions was 6.5%.
3
Development and PCS
During the fourth quarter, the Company commenced six development and PCS projects, with total anticipated costs of approximately $37.3 million. Construction continued during the quarter on 18 projects with anticipated costs totaling approximately $58.6 million. The Company completed two projects during the quarter, which include a Gerber Collision in Kimberly, Wisconsin and a Sunbelt Rentals in Roxana, Illinois.
For the twelve months ended December 31, 2022, the Company had a record 31 development or PCS projects completed or under construction. Anticipated total costs are approximately $118.5 million, including $69.1 million of costs incurred as of December 31, 2022.
The following table presents the Company's 31 development or PCS projects as of December 31, 2022:
| Tenant | Location | Lease Structure | Lease Term | Actual or Anticipated Rent Commencement | Status |
|---|---|---|---|---|---|
| 7-Eleven | Saginaw, MI | Build-to-Suit | 15 years | Q1 2022 | Complete |
| Gerber Collision | Pooler, GA | Build-to-Suit | 15 years | Q2 2022 | Complete |
| Burlington | Turnersville, NJ | Build-to-Suit | 10 years | Q3 2022 | Complete |
| Gerber Collision | Janesville, WI | Build-to-Suit | 15 years | Q3 2023 | Complete |
| Gerber Collision | New Port Richey, FL | Build-to-Suit | 15 years | Q3 2022 | Complete |
| Gerber Collision | Kimberly, WI | Build-to-Suit | 15 years | Q4 2022 | Complete |
| Sunbelt Rentals | Roxana, IL | Build-to-Suit | 10 years | Q4 2022 | Complete |
| Gerber Collision | Fort Wayne, IN | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Johnson City, NY | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Joplin, MO | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Lake Charles, LA | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Lake Park, FL | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | McDonough, GA | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Murrieta, CA | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Ocala, FL | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Toledo, OH | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Venice, FL | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Winterville, NC | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Woodstock, IL | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Gerber Collision | Yorkville, IL | Build-to-Suit | 15 years | Q1 2023 | Under Construction |
| Sunbelt Rentals | St. Louis, MO | Build-to-Suit | 7 years | Q1 2023 | Under Construction |
| Gerber Collision | Huntley, IL | Build-to-Suit | 15 years | Q2 2023 | Under Construction |
| Gerber Collision | Lawrence, PA | Build-to-Suit | 15 years | Q2 2023 | Under Construction |
| Gerber Collision | Springfield, MO | Build-to-Suit | 15 years | Q2 2023 | Under Construction |
| HomeGoods | South Elgin, IL | Build-to-Suit | 10 years | Q2 2023 | Under Construction |
| Old Navy | Searcy, AR | Build-to-Suit | 7 years | Q2 2023 | Under Construction |
| Burlington | Brenham, TX | Build-to-Suit | 10 years | Q3 2023 | Under Construction |
| Ulta Beauty | Brenham, TX | Build-to-Suit | 10 years | Q3 2023 | Under Construction |
| Five Below | Onalaska, WI | Build-to-Suit | 10 years | Q3 2023 | Under Construction |
| HomeGoods | Onalaska, WI | Build-to-Suit | 10 years | Q3 2023 | Under Construction |
| Sierra Trading Post | Onalaska, WI | Build-to-Suit | 10 years | Q3 2023 | Under Construction |
| TJ Maxx | Onalaska, WI | Build-to-Suit | 10 years | Q3 2023 | Under Construction |
| Ulta Beauty | Onalaska, WI | Build-to-Suit | 11 years | Q3 2023 | Under Construction |
| Gerber Collision | Blue Springs, MO | Build-to-Suit | 15 years | Q3 2023 | Under Construction |
| Gerber Collision | Muskegon, MI | Build-to-Suit | 15 years | Q3 2023 | Under Construction |
| Sunbelt Rentals | Wentzville, MO | Build-to-Suit | 12 years | Q3 2023 | Under Construction |
4
Leasing Activity and Expirations
During the fourth quarter, the Company executed new leases, extensions or options on approximately 198,000 square feet of gross leasable area throughout the existing portfolio.
For the twelve months ended December 31, 2022, the Company executed new leases, extensions or options on approximately 850,000 square feet of gross leasable area throughout the existing portfolio.
As of December 31, 2022, the Company’s 2023 lease maturities represented 1.3% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2022, assuming no tenants exercise renewal options:
| Year | Leases | Annualized Base Rent ^(1)^ | Percent of Annualized Base Rent | Gross<br> <br>Leasable Area | Percent of Gross Leasable Area | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 33 | 6,083 | 1.3 | % | 714 | 1.9 | % | |||||
| 2024 | 47 | 13,963 | 3.0 | % | 1,623 | 4.3 | % | |||||
| 2025 | 71 | 17,582 | 3.7 | % | 1,688 | 4.4 | % | |||||
| 2026 | 114 | 24,966 | 5.3 | % | 2,657 | 7.0 | % | |||||
| 2027 | 131 | 30,453 | 6.5 | % | 2,881 | 7.6 | % | |||||
| 2028 | 142 | 36,855 | 7.8 | % | 3,350 | 8.8 | % | |||||
| 2029 | 158 | 43,537 | 9.3 | % | 4,285 | 11.2 | % | |||||
| 2030 | 253 | 52,183 | 11.1 | % | 3,962 | 10.4 | % | |||||
| 2031 | 164 | 38,612 | 8.2 | % | 2,821 | 7.4 | % | |||||
| 2032 | 198 | 39,170 | 8.3 | % | 3,051 | 8.0 | % | |||||
| Thereafter | 678 | 167,011 | 35.5 | % | 11,001 | 29.0 | % | |||||
| Total Portfolio | 1,989 | $ | 470,415 | 100.0 | % | 38,033 | 100.0 | % |
The contractuallease expirations presented above exclude the effect of replacement tenant leases that had been executed as of December 31, 2022 but thathad not yet commenced. Annualized Base Rent and gross leasable area (square feet) are in thousands; any differences are the result ofrounding.
| (1) | Annualized Base Rent represents the annualized amount of contractual minimum rent required by tenantlease agreements as of December 31, 2022, computed on a straight-line basis. Annualized Base Rent is not, and is not intended to be, apresentation in accordance with generally accepted accounting principles (“GAAP”). The Company believes annualized contractualminimum rent is useful to management, investors, and other interested parties in analyzing concentrations and leasing activity. |
|---|
5
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 December 31, 2022:
| Tenant | Annualized Base Rent^(1)^ | Percent of<br> <br>Annualized Base Rent | |||
|---|---|---|---|---|---|
| Walmart | $ | 31,924 | 6.8 | % | |
| Dollar General | 23,465 | 5.0 | % | ||
| Tractor Supply | 20,649 | 4.4 | % | ||
| Best Buy | 19,515 | 4.1 | % | ||
| Dollar Tree | 14,240 | 3.0 | % | ||
| TJX Companies | 14,216 | 3.0 | % | ||
| O'Reilly Auto Parts | 14,137 | 3.0 | % | ||
| CVS | 14,117 | 3.0 | % | ||
| Kroger | 12,856 | 2.7 | % | ||
| Lowe's | 12,210 | 2.6 | % | ||
| Hobby Lobby | 11,904 | 2.5 | % | ||
| Burlington | 11,408 | 2.4 | % | ||
| Sherwin-Williams | 10,849 | 2.3 | % | ||
| Sunbelt Rentals | 10,072 | 2.1 | % | ||
| Wawa | 9,668 | 2.1 | % | ||
| Home Depot | 8,880 | 1.9 | % | ||
| TBC Corporation | 8,437 | 1.8 | % | ||
| Gerber Collision | 7,538 | 1.6 | % | ||
| Goodyear | 7,522 | 1.6 | % | ||
| AutoZone | 7,466 | 1.6 | % | ||
| Other^(2)^ | 199,342 | 42.5 | % | ||
| Total Portfolio | $ | 470,415 | 100.0 | % |
Annualized Base Rent is in thousands;any differences are the result of rounding.
| (1) | Refer to footnote 1 on page 5 for the Company’s definition of Annualized Base Rent. |
|---|---|
| (2) | Includes tenants generating less than 1.5% of Annualized Base Rent. |
6
Retail Sectors
The following table presents annualized base rents for all of the Company’s retail sectors as of December 31, 2022:
| Sector | Annualized Base Rent^(1)^ | Percent of Annualized<br> <br>Base Rent | |||
|---|---|---|---|---|---|
| Home Improvement | $ | 42,754 | 9.1 | % | |
| Grocery Stores | $ | 41,884 | 8.9 | % | |
| Tire and Auto Service | $ | 41,612 | 8.9 | % | |
| Dollar Stores | $ | 36,241 | 7.7 | % | |
| Convenience Stores | $ | 35,842 | 7.6 | % | |
| General Merchandise | $ | 30,476 | 6.5 | % | |
| Off-Price Retail | $ | 28,782 | 6.1 | % | |
| Auto Parts | $ | 27,301 | 5.8 | % | |
| Farm and Rural Supply | $ | 22,187 | 4.7 | % | |
| Consumer Electronics | $ | 21,723 | 4.6 | % | |
| Pharmacy | $ | 20,823 | 4.4 | % | |
| Crafts and Novelties | $ | 14,208 | 3.0 | % | |
| Discount Stores | $ | 11,212 | 2.4 | % | |
| Equipment Rental | $ | 10,398 | 2.2 | % | |
| Warehouse Clubs | $ | 10,100 | 2.2 | % | |
| Health Services | $ | 9,496 | 2.0 | % | |
| Health and Fitness | $ | 8,082 | 1.7 | % | |
| Restaurants - Quick Service | $ | 7,931 | 1.7 | % | |
| Dealerships | $ | 6,506 | 1.4 | % | |
| Specialty Retail | $ | 6,306 | 1.3 | % | |
| Restaurants - Casual Dining | $ | 5,243 | 1.1 | % | |
| Home Furnishings | $ | 4,898 | 1.0 | % | |
| Sporting Goods | $ | 4,835 | 1.0 | % | |
| Financial Services | $ | 4,606 | 1.0 | % | |
| Theaters | $ | 3,848 | 0.8 | % | |
| Pet Supplies | $ | 3,146 | 0.7 | % | |
| Entertainment Retail | $ | 2,323 | 0.5 | % | |
| Beauty and Cosmetics | $ | 2,259 | 0.5 | % | |
| Shoes | $ | 2,005 | 0.4 | % | |
| Apparel | $ | 1,418 | 0.3 | % | |
| Miscellaneous | $ | 1,175 | 0.3 | % | |
| Office Supplies | $ | 795 | 0.2 | % | |
| Total Portfolio | $ | 470,415 | 100.0 | % |
Annualized Base Rent is in thousands;any differences are the result of rounding.
| (1) | Refer to footnote 1 on page5 for the Company’s definition of Annualized Base Rent. |
|---|
7
Geographic Diversification
The following table presents annualized base rents for all states that represent 2.5% or greater of the Company’s total annualized base rent as of December 31, 2022:
| State | Annualized Base Rent^(1)^ | Percent of<br> <br>Annualized Base Rent | |||
|---|---|---|---|---|---|
| Texas | $ | 34,202 | 7.3 | % | |
| Ohio | 26,661 | 5.7 | % | ||
| Florida | 26,317 | 5.6 | % | ||
| Michigan | 26,139 | 5.6 | % | ||
| Illinois | 26,069 | 5.5 | % | ||
| North Carolina | 25,095 | 5.3 | % | ||
| New Jersey | 22,198 | 4.7 | % | ||
| Pennsylvania | 22,097 | 4.7 | % | ||
| California | 20,010 | 4.3 | % | ||
| New York | 18,992 | 4.0 | % | ||
| Georgia | 16,174 | 3.4 | % | ||
| Virginia | 14,415 | 3.1 | % | ||
| Connecticut | 12,618 | 2.7 | % | ||
| Wisconsin | 12,356 | 2.6 | % | ||
| Other^(2)^ | 167,072 | 35.5 | % | ||
| Total Portfolio | $ | 470,415 | 100.0 | % |
Annualized Base Rent is in thousands;any differences are the result of rounding.
| (1) | Refer to footnote 1 on page 5 for the Company’s definition of Annualized Base Rent. |
|---|---|
| (2) | Includes states generating less than 2.5% of Annualized Base Rent. |
8
Capital Markets and Balance Sheet
Capital Markets
During the fourth quarter, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 4,104,641 shares of common stock for anticipated net proceeds of approximately $282.9 million. Additionally, the Company settled 1,600,000 shares under existing forward sale agreements and received net proceeds of approximately $106.2 million.
At year end, the Company had 8,254,641 shares remaining to be settled under existing forward sale agreements, which are anticipated to raise net proceeds of approximately $557.4 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.
As of December 31, 2022, the Company had total liquidity of approximately $1.5 billion, which includes $900.0 million of availability under its revolving credit facility, $557.4 million of outstanding forward equity, and $28.9 million of cash on hand.
The following table presents the Company’s outstanding forward equity offerings as of December 31, 2022:
| Forward Equity<br> <br>Offerings | Shares Sold | Shares Settled | Shares Remaining | Net Proceeds Received | Anticipated Net Proceeds Remaining | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| September 2022 Forward Offering | 5,750,000 | 1,600,000 | 4,150,000 | $ | 106,168,480 | $ | 274,487,640 | |||
| Q4 2022 ATM Forward Offerings | 4,104,641 | - | 4,104,641 | - | $ | 282,876,310 | ||||
| Total Forward Equity Offerings | 9,854,641 | 1,600,000 | 8,254,641 | $ | 106,168,480 | $ | 557,363,950 |
Balance Sheet
As of December 31, 2022, the Company’s net debt to recurring EBITDA was 4.4 times. The Company’s proforma net debt to recurring EBITDA was 3.1 times when deducting the $557.4 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $1.9 billion as of December 31, 2022. The Company’s fixed charge coverage ratio was 5.0 times as of year-end.
The Company’s total debt to enterprise value was 23.0% as of December 31, 2022. 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 and twelve months ended December 31, 2022, the Company’s fully diluted weighted-average shares outstanding were 88.8 million and 79.2 million, respectively. The basic weighted-average shares outstanding for the three and twelve months ended December 31, 2022 were 88.4 million and 78.7 million, respectively.
For the three and twelve months ended December 31, 2022, the Company’s fully diluted weighted-average shares and units outstanding were 89.2 million and 79.5 million, respectively. The basic weighted-average shares and units outstanding for the three and twelve months ended December 31, 2022 were 88.8 million and 79.0 million, respectively.
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 December 31, 2022, there were 347,619 Operating Partnership common units outstanding and the Company held a 99.6% common interest in the Operating Partnership.
9
Conference Call/Webcast
The Company will host its quarterly analyst and investor conference call on Wednesday, February 15, 2023 at 9:00 AM ET. To participate in the conference call, please dial (866) 363-3979 approximately ten minutes before the call begins.
Additionally, a webcast of the conference call will be available through 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 December 31, 2022, the Company owned and operated a portfolio of 1,839 properties, located in all 48 continental states and containing approximately 38.1 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 RETHINKINGRETAIL, please visit www.agreerealty.com.
Forward-Looking Statements
This press release contains forward-lookingstatements, including statements about projected financial and operating results, within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statementscontained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safeharbor provisions. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” “outlook” or other similar wordsor expressions. Forward-looking statements 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 goodfaith beliefs, reasonable assumptions and the Company’s best judgment reflecting current information, you should not rely on forward-lookingstatements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’scontrol and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or futureachievements or events. Currently, some of the most significant factors, include the potential adverse effect of ongoing worldwide economicuncertainties, the current pandemic of the novel coronavirus, or COVID-19, and increased inflation and interest rates on the financialcondition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economyand 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 identifiedin the risk factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports filed with the Securitiesand Exchange Commission (the “SEC”), as well as the risks set forth below, as being heightened as a result of the ongoingand numerous adverse impacts of the macroeconomic environment and COVID-19. Additional important factors, among others, that may causethe Company’s actual results to vary include the general deterioration in national economic conditions, weakening of real estatemarkets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’scontinuing ability to qualify as a REIT and other factors discussed in the Company’s reports filed with the SEC. The forward-lookingstatements included in this press release are made as of the date hereof. Unless legally required, the Company disclaims any obligationto update any forward-looking statements, whether as a result of new information, future events, changes in the Company’s expectationsor assumptions or otherwise.
For further information about the Company’sbusiness and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its AnnualReport 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’swebsite at www.agreerealty.com.
10
The Company defines the “weighted-averagecapitalization rate” for acquisitions and dispositions as the sum of contractual fixed annual rents computed on a straight-linebasis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices for occupiedproperties.
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 “CoreFunds 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
11
Agree Realty Corporation
Consolidated Balance Sheet
($ in thousands, except share and per-share data)
(Unaudited)
| December 31, 2021 | |||||
|---|---|---|---|---|---|
| Assets: | |||||
| Real Estate Investments: | |||||
| Land | 1,941,599 | $ | 1,559,434 | ||
| Buildings | 4,054,679 | 3,034,391 | |||
| Accumulated depreciation | (321,142 | ) | (233,862 | ) | |
| Property under development | 65,932 | 7,148 | |||
| Net real estate investments | 5,741,068 | 4,367,111 | |||
| Real estate held for sale, net | - | 5,676 | |||
| Cash and cash equivalents | 27,763 | 43,252 | |||
| Cash held in escrows | 1,146 | 1,998 | |||
| Accounts receivable - tenants, net | 65,841 | 53,442 | |||
| Lease Intangibles, net of accumulated amortization of 263,011 and 180,532 at December 31, 2022 and December 31, 2021, respectively | 799,448 | 672,020 | |||
| Other assets, net | 77,923 | 83,407 | |||
| Total Assets | 6,713,189 | $ | 5,226,906 | ||
| Liabilities: | |||||
| Mortgage notes payable, net | 47,971 | $ | 32,429 | ||
| Senior unsecured notes, net | 1,792,047 | 1,495,200 | |||
| Unsecured revolving credit facility | 100,000 | 160,000 | |||
| Dividends and distributions payable | 22,345 | 16,881 | |||
| Accounts payable, accrued expenses and other liabilities | 83,722 | 70,005 | |||
| Lease intangibles, net of accumulated amortization of 35,992 and 29,726 at December 31, 2022 and December 31, 2021, respectively | 36,714 | 33,075 | |||
| Total Liabilities | 2,082,799 | $ | 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 December 31, 2022 and December 31, 2021 | 175,000 | 175,000 | |||
| Common stock, .0001 par value, 180,000,000 shares authorized, 90,173,424 and 71,285,311 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 9 | 7 | |||
| Additional paid-in capital | 4,658,570 | 3,395,549 | |||
| Dividends in excess of net income | (228,132 | ) | (147,366 | ) | |
| Accumulated other comprehensive income (loss) | 23,551 | (5,503 | ) | ||
| Total Equity - Agree Realty Corporation | 4,628,998 | $ | 3,417,687 | ||
| Non-controlling interest | 1,392 | 1,629 | |||
| Total Equity | 4,630,390 | $ | 3,419,316 | ||
| Total Liabilities and Equity | 6,713,189 | $ | 5,226,906 |
All values are in US Dollars.
12
| Agree Realty Corporation | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Operations and Comprehensive Income | ||||||||||||
| ($ in thousands, except share and per share-data) | ||||||||||||
| (Unaudited) | ||||||||||||
| Three months ended <br><br>December 31, | Twelve months ended <br><br>December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenues | ||||||||||||
| Rental Income | $ | 116,496 | $ | 91,345 | $ | 429,632 | $ | 339,067 | ||||
| Other | 35 | 67 | 182 | 256 | ||||||||
| Total Revenues | $ | 116,531 | $ | 91,412 | $ | 429,814 | $ | 339,323 | ||||
| Operating Expenses | ||||||||||||
| Real estate taxes | $ | 7,962 | $ | 6,701 | $ | 32,079 | $ | 25,513 | ||||
| Property operating expenses | 5,010 | 4,052 | 18,585 | 13,996 | ||||||||
| Land lease expense | 404 | 417 | 1,617 | 1,552 | ||||||||
| General and administrative | 7,856 | 6,650 | 30,121 | 25,456 | ||||||||
| Depreciation and amortization | 37,904 | 26,565 | 133,570 | 95,729 | ||||||||
| Provision for impairment | - | 1,919 | 1,015 | 1,919 | ||||||||
| Total Operating Expenses | $ | 59,136 | $ | 46,304 | $ | 216,987 | $ | 164,165 | ||||
| Gain (loss) on sale of assets, net | 15 | 1,759 | 5,341 | 14,941 | ||||||||
| Gain (loss) on involuntary conversion, net | 82 | 67 | (83 | ) | 170 | |||||||
| Income from Operations | $ | 57,492 | $ | 46,934 | $ | 218,085 | $ | 190,269 | ||||
| Other (Expense) Income | ||||||||||||
| Interest expense, net | $ | (16,843 | ) | $ | (13,111 | ) | $ | (63,435 | ) | $ | (50,378 | ) |
| Income tax (expense) benefit | (723 | ) | (517 | ) | (2,860 | ) | (2,401 | ) | ||||
| Loss on early extinguishment of term loans and settlement of related interest rate swaps | - | - | - | (14,614 | ) | |||||||
| Other (expense) income | 1,113 | - | 1,245 | - | ||||||||
| Net Income | $ | 41,039 | $ | 33,306 | $ | 153,035 | $ | 122,876 | ||||
| Less net income attributable to non-controlling interest | 113 | 156 | 598 | 603 | ||||||||
| Net Income Attributable to Agree Realty Corporation | $ | 40,926 | $ | 33,150 | $ | 152,437 | $ | 122,273 | ||||
| Less Series A Preferred Stock Dividends | 1,859 | 1,859 | 7,437 | 2,148 | ||||||||
| Net Income Attributable to Common Stockholders | $ | 39,067 | $ | 31,291 | $ | 145,000 | $ | 120,125 | ||||
| Net Income Per Share Attributable to Common Stockholders | ||||||||||||
| Basic | $ | 0.44 | $ | 0.44 | $ | 1.84 | $ | 1.79 | ||||
| Diluted | $ | 0.44 | $ | 0.44 | $ | 1.83 | $ | 1.78 | ||||
| Other Comprehensive Income | ||||||||||||
| Net Income | $ | 41,039 | $ | 33,306 | $ | 153,035 | $ | 122,876 | ||||
| Amortization of interest rate swaps | (575 | ) | 81 | (684 | ) | 950 | ||||||
| Change in fair value and settlement of interest rate swaps | - | (696 | ) | 29,881 | 29,980 | |||||||
| Total Comprehensive Income (Loss) | 40,464 | 32,691 | 182,232 | 153,806 | ||||||||
| Less comprehensive income attributable to non-controlling interest | 111 | 153 | 741 | 770 | ||||||||
| Comprehensive Income Attributable to Agree Realty Corporation | $ | 40,353 | $ | 32,538 | $ | 181,491 | $ | 153,036 | ||||
| Weighted Average Number of Common Shares Outstanding - Basic | 88,434,580 | 70,297,659 | 78,659,333 | 66,802,242 | ||||||||
| Weighted Average Number of Common Shares Outstanding - Diluted | 88,812,510 | 70,610,082 | 79,164,386 | 67,139,079 |
13
| 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 <br><br>December 31, | Twelve months ended <br><br>December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net Income | $ | 41,039 | $ | 33,306 | $ | 153,035 | $ | 122,876 | ||||
| Less Series A Preferred Stock Dividends | 1,859 | 1,859 | 7,437 | 2,148 | ||||||||
| Net Income attributable to OP Common Unitholders | 39,180 | 31,447 | 145,598 | 120,728 | ||||||||
| Depreciation of rental real estate assets | 24,843 | 18,293 | 88,685 | 66,732 | ||||||||
| Amortization of lease intangibles - in-place leases and leasing costs | 12,800 | 8,116 | 44,107 | 28,379 | ||||||||
| Provision for impairment | - | 1,919 | 1,015 | 1,919 | ||||||||
| (Gain) loss on sale or involuntary conversion of assets, net | (97 | ) | (1,826 | ) | (5,258 | ) | (15,111 | ) | ||||
| Funds from Operations - OP Common Unitholders | $ | 76,726 | $ | 57,949 | $ | 274,147 | $ | 202,647 | ||||
| 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 | 8,556 | 7,654 | 33,563 | 24,284 | ||||||||
| Core Funds from Operations - OP Common Unitholders | $ | 85,282 | $ | 65,603 | $ | 307,710 | $ | 241,545 | ||||
| Straight-line accrued rent | (3,757 | ) | (3,078 | ) | (13,176 | ) | (11,857 | ) | ||||
| Stock based compensation expense | 1,572 | 1,500 | 6,464 | 5,467 | ||||||||
| Amortization of financing costs | 1,071 | 505 | 3,141 | 1,197 | ||||||||
| Non-real estate depreciation | 261 | 156 | 778 | 618 | ||||||||
| Adjusted Funds from Operations - OP Common Unitholders | $ | 84,429 | $ | 64,686 | $ | 304,917 | $ | 236,970 | ||||
| Funds from Operations Per Common Share and OP Unit - Basic | $ | 0.86 | $ | 0.82 | $ | 3.47 | $ | 3.02 | ||||
| Funds from Operations Per Common Share and OP Unit - Diluted | $ | 0.86 | $ | 0.82 | $ | 3.45 | $ | 3.00 | ||||
| Core Funds from Operations Per Common Share and OP Unit - Basic | $ | 0.96 | $ | 0.93 | $ | 3.89 | $ | 3.60 | ||||
| Core Funds from Operations Per Common Share and OP Unit - Diluted | $ | 0.96 | $ | 0.92 | $ | 3.87 | $ | 3.58 | ||||
| Adjusted Funds from Operations Per Common Share and OP Unit - Basic | $ | 0.95 | $ | 0.92 | $ | 3.86 | $ | 3.53 | ||||
| Adjusted Funds from Operations Per Common Share and OP Unit - Diluted | $ | 0.95 | $ | 0.91 | $ | 3.83 | $ | 3.51 | ||||
| Weighted Average Number of Common Shares and OP Units Outstanding - Basic | 88,782,199 | 70,645,278 | 79,006,952 | 67,149,861 | ||||||||
| Weighted Average Number of Common Shares and OP Units Outstanding - Diluted | 89,160,129 | 70,957,701 | 79,512,005 | 67,486,698 | ||||||||
| Additional supplemental disclosure | ||||||||||||
| Scheduled principal repayments | $ | 217 | $ | 205 | $ | 850 | $ | 799 | ||||
| Capitalized interest | 445 | 49 | 1,261 | 249 | ||||||||
| Capitalized building improvements | 968 | 1,445 | 7,945 | 5,821 |
Non-GAAPFinancial Measures
Fundsfrom 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.
CoreFunds 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.
14
| Agree Realty Corporation | |||
|---|---|---|---|
| Reconciliation of Net Debt to Recurring EBITDA | |||
| ($ in thousands, except share and per-share data) | |||
| (Unaudited) | |||
| Three months ended <br><br>December 31, | |||
| --- | --- | --- | --- |
| 2022 | |||
| Net Income | $ | 41,039 | |
| Interest expense, net | 16,843 | ||
| Income tax expense | 723 | ||
| Depreciation of rental real estate assets | 24,843 | ||
| Amortization of lease intangibles - in-place leases and leasing costs | 12,800 | ||
| Non-real estate depreciation | 261 | ||
| (Gain) loss on sale or involuntary conversion of assets, net | (97 | ) | |
| EBITDAre | $ | 96,412 | |
| Run-Rate Impact of Investment, Disposition and Leasing Activity | $ | 4,742 | |
| Amortization of above (below) market lease intangibles, net | 8,474 | ||
| Recurring EBITDA | $ | 109,628 | |
| Annualized Recurring EBITDA | $ | 438,512 | |
| Total Debt | $ | 1,960,395 | |
| Cash, cash equivalents and cash held in escrows | (28,909 | ) | |
| Net Debt | $ | 1,931,486 | |
| Net Debt to Recurring EBITDA | 4.4 | x | |
| Net Debt | $ | 1,931,486 | |
| Anticipated Net Proceeds from September 2022 Forward Offering | (274,488 | ) | |
| Anticipated Net Proceeds from ATM Forward Offerings | (282,876 | ) | |
| Proforma Net Debt | $ | 1,374,122 | |
| Proforma Net Debt to Recurring EBITDA | 3.1 | x |
Non-GAAPFinancial Measures
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.
Net Debt The Company defines Net Debt as total debt less cash, cash equivalents and cash held in escrows. The Company considers the non-GAAP measure of Net Debt to be a key supplemental measure of the Company's overall liquidity, capital structure and leverage. The Company considers Net Debt a key supplemental measure because it provides industry analysts, lenders and investors useful information in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by other REITs that interpret the definition 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 In September 2022, the Company commenced an underwritten public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase additional shares, in connection with forward sale agreements. In December 2022, the Company settled 1,600,000 shares and received net proceeds of approximately $106.2 million. The 4,150,000 shares remaining under the September 2022 Forward Offering are anticipated to raise net proceeds of approximately $274.5 million based on the applicable forward sale price as of December 31, 2022. The Company is contractually obligated to settle the offering by September 2023. In addition, the Company has 4,104,641 shares remaining to be settled under the ATM Forward Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $282.9 million based on the applicable forward sale prices as of December 31, 2022. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the ATM Forward Offerings by certain dates between November 2023 and December 2023.
15
| Agree Realty Corporation | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Rental Income | |||||||||||
| ( in thousands, except share and per share-data) | |||||||||||
| (Unaudited) | |||||||||||
| Twelve months ended <br><br>December 31, | |||||||||||
| 2021 | 2022 | 2021 | |||||||||
| Rental Income Source(1) | |||||||||||
| Minimum rents(2) | 109,227 | $ | 86,200 | $ | 402,117 | $ | 314,694 | ||||
| Percentage rents(2) | - | - | 723 | 593 | |||||||
| Operating cost reimbursement(2) | 11,986 | 9,721 | 46,953 | 36,206 | |||||||
| Straight-line rental adjustments(3) | 3,757 | 3,078 | 13,176 | 11,857 | |||||||
| Amortization of (above) below market lease intangibles(4) | (8,474 | ) | (7,654 | ) | (33,337 | ) | (24,283 | ) | |||
| Total Rental Income | 116,496 | $ | 91,345 | $ | 429,632 | $ | 339,067 |
All values are in US Dollars.
(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.
16
Exhibit 99.2
FEBRUARY 2023
1 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY Net lease growth REIT focused on the acquisition and development of high - quality retail properties Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $8.7 billion (1) retail net lease REIT headquartered in Bloomfield Hills, Michigan 1,839 retail properties totaling approximately 38 million square feet in all 48 continental states Investment grade issuer ratings of Baa1 from Moody’s and BBB from S&P RE THINK RETAIL Capitalize on distinct market positioning in the retail net lease space Focus on 21 st century industry - leading retailers through our three unique external growth platforms Leverage our real estate acumen and relationships to identify superior risk - adjusted opportunities Maintain a conservative and flexible capital structure that enables our growth trajectory Provide consistent, high - quality earnings growth and a well - covered, growing dividend As of December 31, 2022 , unless otherwise noted. (1) As of February 10, 2023.
2 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. RE THINKING RETAIL
3 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. consistency noun steadfast adherence to the same principles, course, or form [ kuh n - sis - tuh n - see ]
4 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Approximately 8.3 million shares of outstanding forward equity available at year end for net proceeds of over $557 million As of February 14, 2023, unless otherwise noted. (1) Includes capital committed to acquisitions, development and Partner Capi tal Solutions projects completed or under construction during the twelve months ended December 31, 2022. (2) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade. (3) Prof orm a for the settlement of the Company’s outstanding forward equity as of December 31, 2022. Recent Highlights Declared a cash dividend of $0.240 per common share for February , representin g a 5.7% year - over - year increase Acquired approximately $405 million of high - quality retail net lease assets in Q4 2022 at a weighted - average cap rate of 6.4% Announced record 2022 investment activity of $1.71 billion of high - quality retail net lease assets (1) Fortress - like balance sheet with approximately $1.5 billion of total liquidity as of December 31 st (3) Ground lease portfolio represents 12.4% of annualized base rents as of December 31 st Settled 1.6 million shares of outstanding forward equity during Q4 2022 for net proceeds of approximately $106 million Achieved record 2022 acquisition volume of $1.59 billion of high - quality retail net lease assets 31 development or PCS projects completed or under construction for more than $118 million as of December 31 st 73.2% of base rents acquired in Q4 2022 derived from investment grade retailers (2) 3.1x Proforma Net Debt to Recurring EBITDA as of December 31 st(3)
The Country’s Leading Retail Portfolio
6 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TENANT / CONCEPT ANNUALIZED BASE RENT % OF TOTAL $31.9 6.8% 23.5 5.0% 20.6 4.4% 19.5 4.1% 14.2 3.0% 14.2 3.0% 14.1 3.0% 14.1 3.0% 12.9 2.7% 12.2 2.6% 11.9 2.5% 11.4 2.4% 10.8 2.3% 10.1 2.1% 9.7 2.1% 8.9 1.9% 8.4 1.8% 7.5 1.6% 7.5 1.6% 7.5 1.6% Other 199.3 42.5% Total $470.4 100.0% Agree Realty Snapshot TENANT SECTOR ANNUALIZED BASE RENT % OF TOTAL Home Improvement $42.8 9.1% Grocery Stores 41.9 8.9% Tire & Auto Service 41.6 8.9% Dollar Stores 36.2 7.7% Convenience Stores 35.8 7.6% General Merchandise 30.5 6.5% Off - Price Retail 28.8 6.1% Auto Parts 27.3 5.8% Farm and Rural Supply 22.2 4.7% Consumer Electronics 21.7 4.6% Other 141.6 30.1% Total $470.4 100.0% Share Price (1) $72.68 Equity Market Capitalization (1)(2) $6.6 Billion Property Count 1,839 properties Net Debt to EBITDA 4.4x / 3.1x (3) Investment Grade % (4) 67.8% Company Overview Tenants ($ in millions) Retail Sectors ($ in millions) As of December 31, 2022, unless otherwise noted. Any differences are a result of rounding. (1) As of February 10, 2023. (2) R efl ects common shares and OP units outstanding multiplied by the closing price as of February 10, 2023. (3) Proforma for the settlement of the Company’s outstanding forward equity as of December 31, 2022. (4) R efe r to footnote 1 on slide 7 for the Company’s definition of Investment Grade.
7 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. BEST - IN - CLASS RETAILERS WITH CONSERVATIVE BALANCE SHEETS Strong Investment Grade Portfolio 16% SUB - INVESTMENT GRADE 16% NOT RATED 68% INVESTMENT GRADE (1) As of December 31, 2022. Any differences are a result of rounding. (1) Based on ABR derived from tenants, or parent entities the reof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings, or the National Association of Insurance Commissioners. Retail Credit Type (%ABR)
8 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. INDUSTRY - LEADERS OPERATING IN E - COMMERCE RESISTANT SECTORS National and Super - Regional Retailers 1% FRANCHISE 11% SUPER - REGIONAL 88% NATIONAL As of December 31, 2022. Any differences are a result of rounding. Retail Tenant Type (%ABR)
9 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 13% 13% 12% 7% 7% 6% 4% 3% 2% As of December 31, 2022. (1) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade. Any differences are a result of rounding. FEE SIMPLE OWNERSHIP + SIGNIFICANT TENANT INVESTMENT Ground Lease Portfolio Breakdown Ground Lease Credit Overview (%ABR) 89% INVESTMENT GRADE (1) 9% NOT RATED 2% SUB - INVESTMENT GRADE Ground Lease Portfolio Overview 206 Leases 12.4% of total portfolio ABR 11.2 years weighted - average lease term Top Ground Lease Tenants (% ABR) 2%
Disciplined Investment Strategy & Active Portfolio Management
11 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Engage in consistent dialogue to understand store performance and tenant sustainability Leverage relationships to identify the best risk - adjusted opportunities Our Investment Strategy Agree leverages its three distinct investment platforms to target industry - leading retailers in e - commerce and recession resistant sectors THREE - PRONGED GROWTH STRATEGY COMPREHENSIVE REAL ESTATE SOLUTIONS FOR LEADING RETAILERS ACQUISITIONS DEVELOPMENT PARTNER CAPITAL SOLUTIONS RETAILER RELATIONSHIPS
12 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. What Has ADC Been Investing In? The retail landscape continues to dynamically evolve as market forces cause disruption and change. To mitigate risk in a period of continued disruption, the Company adheres to a number of investment criteria, with a focus on four core principles : Focus on leading operators that have matured in omni - channel structure or those in e - commerce resistant sectors OMNI - CHANNEL CRITICAL (E - COMMERCE RESISTANCE) Emphasize a balanced portfolio with exposure to counter - cyclical sectors and retailers with strong credit profiles RECESSION RESISTANCE Strong emphasis on leading operators with strong balance sheets and avoidance of private equity sponsored retailers AVOIDANCE OF PRIVATE EQUITY SPONSORSHIP Protects against unforeseen changes to our top - down investment philosophy STRONG REAL ESTATE FUNDAMENTALS & FUNGIBLE BUILDINGS
13 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TOP - DOWN FOCUS ON LEADING RETAILERS IN THE U.S. PAIRED WITH A BOTTOMS - UP REAL ESTATE ANALYSIS Large & Fragmented Opportunity Set REAL ESTATE FUNDAMENTALS • Rents ≤ market • Fungibility of building MARKET RENTS • Limited competition • Strong market presence COMPETITION • Access • Visibility • Demographics • Major retail corridor • Strong traffic drivers RETAIL SYNERGY ADC reviewed $58 billion of opportunities since 2018 $5.6 BILLION acquired since 2018 As of December 31, 2022.
14 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of February 10, 2023. Stores counts obtained from company filings and third - party sources including Progressive Grocer, Conve nience Store News, Forbes, Biz Journals & Petroleum and Restaurant Business Magazine. 160,000 NET LEASE OPPORTUNITIES AND GROWING WITH BEST - IN - CLASS RETAILERS Sandbox Offers Runway for Growth Auto Parts Stores 23,100+ Farm & Rural Supply Stores 2,300+ Crafts & Novelties Stores 900+ Quick - Service Restaurants 32,100+ Equipment Rental Stores 1,000+ Warehouse Clubs 1,400+ Home Improvement Stores 8,200+ Consumer Electronics Stores 1,200+ Grocery Stores 10,600+ Dealerships 200+ Convenience Stores 23,500+ Off - Price Retail Stores 6,000+ Tire & Auto Service Stores 7,000+ Dollar Stores 35,200+ General Merchandise Stores 7,100+
15 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $220.1 $295.8 $336.8 $607.0 $701.4 $1.31B $1.39B $1.59B $14.9 $38.0 $62.7 $74.4 $32.4 $43.2 $40.0 $118.5 0 100 200 300 400 500 600 700 800 900 1,000 1,100 1,200 1,300 1,400 1,500 1,600 1,700 1,800 1,900 2015 2016 2017 2018 2019 2020 2021 2022 ADC HAS INVESTED $7.3 BILLION IN HIGH - QUALITY RETAIL NET LEASE PROPERTIES SINCE 2010 Ramping Investment Activity DEVELOPMENT & PCS (1) ACQUISITIONS Investment Activity ($ in millions) As of December 31, 2022. (1) Represents development & PCS activity, completed or commenced. $
16 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $29.7M $45.8M $67.6M $67.2M $49.4M $58.0M $45.8M 2016 2017 2018 2019 2020 2021 2022 FOCUSED ON NON - CORE ASSET SALES & CAPITAL RECYCLING Active Portfolio Management As of December 31, 2022. Graph is representative and does not include all dispositions. Total Dispositions 2010 - 2022: $449 million PORT ST. JOHN, FL RANCHO CORDOVA, CA MACOMB TOWNSHIP, MI OCALA, FL MICHIGAN (3) OSCODA, MI FLORIDA (2) NORTH DAKOTA (3) MINNESOTA (3) ATLANTIC BEACH, FL MT (1) & VA (1) WICHITA FALLS, TX SPRINGFIELD, IL UPLAND, CA APOPKA, FL LA (1) & PA (1) MN (2) & ND (2) MICHIGAN (3) FORT WORTH, TX OH (2) & PA (2) FLOWOOD, MS MAPLEWOOD, MN TYLER, TX BELTON, MO MI (2), NY & FL VA (3) MIDLAND, MI UT (2), ND & MT PENSACOLA, FL OH (3), WV, & VA TOPEKA, KS INDIANAPOLIS, IN KIRKLAND, WA JACKSONVILLE BEACH, FL IL (1), ND (1) & OH (1) MICHIGAN (2) ST. GEORGE, UT SC (2) & TX (1) AUSTIN, TX JACKSONVILLE, FL SC (1) & MN (1) AURORA, CO BERLIN, NJ HOUSTON, TX PORTAGE, MI CANTON, MI
Fortified Balance Sheet
18 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $5 $4 $42 $0 $50 $0 $50 $410 $100 $475 $125 $300 $300 $0 $100 $200 $300 $400 $500 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Leading With Our “Fortress” Balance Sheet CAPITALIZATION STATISTICS Equity Market Capitalization (2) $6.6 Billion Enterprise Value (2)(3) $8.7 Billion Total Debt to Enterprise Value 23.0% CREDIT METRICS Fixed Charge Coverage Ratio 5.0x Net Debt to Recurring EBITDA (4) 4.4x / 3.1x (5) Issuer Ratings Baa1 / BBB Ratings Outlooks Stable / Stable As of December 31, 2022, unless otherwise noted. (1) Excludes $100.0 million of borrowings outstanding under the Company’s $1 .0 billion Revolving Credit Facility as of December 31, 2022; assumes two 6 - month extension options are exercised. (2) As of February 10, 2023. (3) Enterprise value is calculated as the sum of net d ebt, the liquidation value of preferred equity and equity market capitalization. (4) Reflects net debt to annualized Q4 2022 recurring EBITDA. (5) Proforma for the settlement of the Company’ s o utstanding forward equity as of December 31, 2022. Debt Maturities ($ in millions) SECURED UNSECURED 1 c 2022 PUBLIC BOND OFFERING EXTENDED WEIGHTED - AVERAGE DEBT MATURITY TO APPROXIMATELY 8 YEARS (1)
19 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $100 $100 $100 $225 ( 30% ) $125 ( 22% ) $350 ( 26% ) $650 ( 34% ) $300 (18%) $40 $237 $229 $531 (70%) $433 (78%) $988 (74%) $1,095 (57%) $1,322 (79%) $42 (3%) $175 ( 9% ) $0 $250 $500 $750 $1,000 $1,250 $1,500 $1,750 $2,000 2015 2016 2017 2018 2019 2020 2021 2022 STRONG CAPITAL MARKETS EXECUTION HAS PROVIDED AMPLE LIQUIDITY; $7.5 BILLION OF ACTIVITY SINCE 2010 Capital Markets Track Record Reflects gross proceeds for equity and long - term debt raised through December 31, 2022. Forward equity offerings are shown in th e year they were raised, rather than settled. Capital Markets Activity ($ in millions) COMMON EQUITY UNSECURED DEBT SECURED DEBT PREFERRED EQUITY
20 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. (includes outstanding forward equity offerings) ADC HAS BEEN AT OR BELOW 4.3X PROFORMA NET DEBT TO RECURRING EBITDA SINCE 2018 Low Leverage = Strong Positioning As of December 31, 2022. Proforma Net Debt to Recurring EBTIDA deducts the Company’s outstanding forward equity offerings for ea ch period from the Company’s net debt for each period. PROFORMA NET DEBT TO RECURRING EBITDA NET DEBT TO RECURRING EBITDA Q2 2022 Q3 2022 Q4 2022 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q4 2019 4.5x 3.7x 4.8x 2.5x 3.5x 1.6x 4.7x 3.2x 4.8x 4.0x 4.9x 4.2x 4.5x 3.6x 4.4x 3.7x 4.9x 3.4x 5.0x 4.3x 5.0x 3.8x 4.0x 3.1x 4.4x 3.1x
21 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $1.60 $1.64 $1.74 $1.85 $1.92 $2.03 $2.16 $2.28 $2.41 $2.60 $2.81 $1.50 $1.70 $1.90 $2.10 $2.30 $2.50 $2.70 $2.90 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Annual Dividends Declared Per Common Share 132 CONSECUTIVE COMMON DIVIDENDS PAID; AVERAGE AFFO PAYOUT RATIO OF 76% OVER PAST 10 YEARS Growing, Well - Covered Monthly Dividend As of February 14, 2023. Reflects common dividends per share declared in each year, rounded to two decimals.
22 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. DEDICATED TO SUSTAINABILITY AND GOOD CORPORATE CITIZENSHIP Agree Realty’s ESG Practices Embraces responsibility to be a good steward of the environment and to use natural resources carefully Focus on industry leading, national & super - regional retailers provides for a relationship with some of the most environmentally conscientious retailers in the world The Company’s award - winning headquarters buildings utilize green technologies including programmable thermostats, Low - E window glass, LEED HVAC systems and LED occupancy - sensored lighting ENVIRONMENTAL PRACTICES The Agree Wellness program focuses on Health Wellness & Financial Wellness to enhance employee well - being Ongoing professional development is offered to help all team members advance their careers The Company has recently sponsored charities including Michigan Veteran's Foundation, Leader Dogs for the Blind and Kids Kicking Cancer ADC has received awards from Globe St, Crain’s Detroit Business, and Best and Brightest in Wellness recognizing its outstanding corporate culture and wellness initiatives SOCIAL RESPONSIBILITY ADC’s Board has nine directors, seven of whom are independent; five new independent directors added since 2018 The Company formed an ESG Steering Committee during 2021 to help guide its ESG strategy The Nominating & Governance Committee has formal oversight responsibility for the Company’s ESG program The Company adopted the Sustainability Accounting Standards Board and the Task Force on Climate - related Financial Disclosures frameworks to align our disclosures with the issues most relevant to our stakeholders CORPORATE GOVERNANCE
23 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Investment Summary Highlights FORTIFIED BALANCE SHEET HIGHEST - QUALITY RETAIL REAL ESTATE INVESTMENT GRADE ISSUER RATINGS Robust growth trajectory MULTI - YEAR TRACK RECORD OF EXECUTION Well - covered & consistent dividend
24 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. APPENDIX
25 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Forward - Looking Statements This presentation 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 are generally identifiable by use of forward - looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions. Forward - looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward - looking information and estimates. These forward - looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. Certain factors could occur that might cause actual results to vary, including the potential adverse effect of ongoing worldwide economic uncertainties, the current pandemic of the novel coronavirus, or COVID - 19, 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 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 risks and uncertainties as described in greater detail in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10 - K and subsequent quarterly reports. Except as required by law, the Company disclaims any obligation to update any forward - looking statements, whether as a result of new information, future events 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 Investors section of the Company’s website at www.agreerealty.com . All information in this presentation is as of December 31 , 2022 , unless otherwise noted . The Company undertakes no duty to update the statements in this presentation to conform the statements to actual results or changes in the Company’s expectations .
26 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Non - GAAP Financial Measures This presentation includes a non - GAAP financial measure, Net Debt to Recurring EBITDA, which is presented on an actual and profo rma basis. A reconciliation of this non - GAAP financial measure to the most directly comparable GAAP measure is included in the following page s. The components of this ratio and their use and utility to management are described further in the section below. Components of Net Debt to Recurring EBITDA 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 de preciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company considers the non - GAAP meas ure 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 opera tin g 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 pe riod 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 inco me or loss as a measure of the Company's operating performance. The Company considers Recurring EBITDA a key supplemental measure of the Comp any 's operating performance because it represents the Company's earnings run rate for the period presented and because it is widely fo llowed by industry analysts, lenders and investors. Our Recurring EBITDA may not be comparable to Recurring EBITDA reported by other c omp anies that have a different interpretation of the definition of Recurring EBITDA. Our ratio of net debt to Recurring EBITDA is used by m ana gement as a measure of leverage and may be useful to investors in understanding the Company’s ability to service its debt, as well as ass ess the borrowing capacity of the Company. Our ratio of net debt to Recurring EBITDA is calculated by taking annualized Recurring EBITDA and d ivi ding it by our net debt per the consolidated balance sheet. Net Debt The Company defines Net Debt as total debt less cash, cash equivalents and cash held in escrows. The Company considers the no n - GAAP measure of Net Debt to be a key supplemental measure of the Company's overall liquidity, capital structure and leverage. Th e Company considers Net Debt a key supplemental measure because it provides industry analysts, lenders and investors useful information in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by other REITs that in terpret the definition differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the Antic ipated Net Proceeds from Outstanding Forwards are used to pay down debt. The Company believes the proforma measure may be useful to inve sto rs in understanding the potential effect of the Anticipated Net Proceeds from Outstanding Forwards on the Company’s capital structu re, its future borrowing capacity, and its ability to service its debt. Anticipated Net Proceeds from Outstanding Forwards Since the first quarter of 2018, the Company has utilized forward sale agreements to sell shares of common stock. Selling common stock through forward sale agreements enables the Company to set the price of such sha res upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net p roc eeds by the Company. Given the Company’s frequent use of forward sale agreements, the Company considers the non - GAAP measure of Anticipated Net Proceeds from Outstanding Forwards to be a key supplemental measure of the Company's overall liquidity, capital structure and le verage. The Company defines Anticipated Net Proceeds from Outstanding Forwards as the number of shares outstanding under forward sale agr eem ents at the end of each quarter, multiplied by the applicable forward sale price for each agreement, respectively.
27 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Non - GAAP Financial Measures This presentation also includes the non - GAAP measures of Annualized Base Rent (“ABR”), Funds From Operations (“FFO” or “Nareit F FO”), Core Funds From Operations (“Core FFO”) and Adjusted Funds From Operations (“AFFO”). ABR represents the annualized amount of contr act ual minimum rent required by tenant lease agreements, computed on a straight - line basis. ABR is not, and is not intended to be, a pr esentation in accordance with GAAP. The Company believes annualized contractual minimum rent is useful to management, investors, and other int erested parties in analyzing concentrations and leasing activity. FFO, Core FFO and AFFO are reconciled to the most directly comparab le GAAP measure in the following pages and are described in further detail below. Components of Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations Funds from Operations (“FFO” or “Nareit 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 contr ol, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for un consolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes th at the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with marke t c onditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. FFO should not be cons ide red 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 i nfrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO fac ilitates useful comparison of performance to its peers who predominantly transact in sale - leaseback transactions and are thereby not requ ired 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 th ird 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 similar ly titled measures of other REITs due to the fact that all REITs may not use the same definition. Adjusted Funds from Operations (“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 accord ance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be consi der ed an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to mak e d istributions. 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.
28 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Reconciliation of Net Debt to Recurring EBITDA Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Net Income $22,744 $21,370 $25,424 $21,416 $23,760 $30,278 $22,461 $36,830 $33,306 $36,289 $36,130 $39,577 $41,039 Interest expense, net 9,730 9,670 8,479 10,158 11,791 11,653 12,549 13,066 13,111 13,931 15,512 17,149 16,843 Income tax expense 328 259 260 306 260 1,009 485 390 517 719 698 720 723 Depreciation of rental real estate assets 9,563 10,402 11,316 12,669 13,980 15,292 16,127 17,019 18,293 19,470 21,299 23,073 24,843 Amortization of lease intangibles - in - place leases and leasing costs 3,453 3,621 4,170 4,523 5,567 6,050 6,905 7,310 8,116 8,924 10,550 11,836 12,800 Non - real estate depreciation 89 109 121 135 144 147 156 159 156 167 101 248 261 Provision for impairment 0 0 1,128 2,868 141 0 0 0 1,919 1,015 0 0 0 (Gain) loss on sale of assets, net (4,333) (1,645) (4,952) (970) (437) (3,062) (6,753) (3,470) (1,826) (2,285) 8 (2,885) (97) EBITDAre $41,574 $43,786 $45,947 $51,105 $55,206 $61,367 $51,930 $71,304 $73,592 $78,230 $84,298 $89,718 $96,412 Run - Rate Impact of Investment, Disposition & Leasing Activity $1,435 $1,160 $3,015 $5,093 $3,973 $4,175 $3,939 $3,491 $3,372 $4,654 $4,104 $4,217 4,742 Amortization of above (below) market lease intangibles, net 3,618 3,809 3,779 3,964 4,333 4,756 5,260 6,615 7,654 8,178 8,311 8,374 8,474 Other expense (income) 0 0 (23) 0 0 0 14,614 0 0 0 0 0 0 Recurring EBITDA $46,627 $48,755 $52,717 $60,162 $63,512 $70,298 75,743 $81,410 $84,618 $91,062 $96,713 $102,309 $109,628 Annualized Recurring EBITDA $186,508 $195,020 $210,868 $240,648 $254,048 $281,192 302,972 $325,640 $338,472 $364,248 $386,852 $409,236 $438,512 Total Debt $876,115 $1,026,1 11 $783,878 $1,153,64 2 $1,225,433 $1,371,238 $1,543,040 $1,542,839 $1,702,635 $1,862,428 $1,954,467 $1,884,253 $1,960,395 Cash, cash equivalents and cash held in escrows (42,157) (92,140) (36,384) (16,230) (7,955) (7,369) (188,381) (102,808) (45,250) (25,766) (27,107) (251,514) (28,909) Net Debt $833,958 $933,971 $747,494 $1,137,412 $1,217,478 $1,363,869 $1,354,659 $1,440,031 $1,657,385 $1,836,662 $1,927,360 $1,632,738 $1,931,486 Net Debt to Recurring EBITDA 4.5x 4.8x 3.5x 4.7x 4.8x 4.9x 4.5x 4.4X 4.9X 5.0X 5.0x 4.0x 4.4x Anticipated Net Proceeds from Outstanding Forwards $144,676 $437,765 $411,062 $376,396 $203,211 $189,577 $258,749 $226,455 $519,183 $262,940 $475,768 $381,708 $557,364 Proforma Net Debt 689,282 496,206 336,432 $761,016 $1,014,267 $1,174,291 $1,095,909 $1,213,576 $1,138,202 $1,573,722 $1,451,592 1,251,030 $1,374,122 Proforma Net Debt to Recurring EBITDA 3.7x 2.5x 1.6x 3.2x 4.0x 4.2x 3.6x 3.7X 3.4X 4.3X 3.8x 3.1x 3.1x
29 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Net Income $18,604 $20,190 $18,913 $39,762 $45,797 $58,790 $58,798 $80,763 $91,972 $122,876 $153,035 Series A Preferred Stock Dividends 0 0 0 0 0 0 0 0 0 (2,148) (7,437) Net Income attributable to OP Common Unitholders $18,604 $20,190 $18,913 $39,762 $45,797 $58,790 $58,798 $80,763 $91,972 $120,728 $145,598 Depreciation of rental real estate assets $5,726 $6,930 $8,362 $11,466 $15,200 $19,507 $24,553 $34,349 $48,367 $66,732 $88,685 Amortization of lease intangibles - in - place leases and leasing costs 1,131 1,747 2,616 4,957 8,135 7,076 8,271 11,071 17,882 28,379 44,107 Provision for impairment 0 450 3,020 0 0 0 2,319 1,609 4,137 1,919 1,015 (Gain) loss on sale or involuntary conversion of assets, net (2,097) (946) 405 (12,135) (9,964) (14,193) (11,180) (13,306) (8,004) (15,111) (5,258) Funds from Operations - OP Common Unitholders $23,364 $28,370 $33,316 $44,050 $59,168 $71,180 $82,761 $114,486 $154,354 $202,647 $274,147 Loss on extinguishment of debt and settlement of related hedges $0 $0 $0 $0 $0 $0 $0 $0 $0 $14,614 $0 Amortization of above (below) market lease intangibles 0 0 0 0 0 5,091 10,668 13,501 15,885 24,284 33,563 Core Funds from Operations - OP Common Unitholders $23,364 $28,370 $33,316 $44,050 $59,168 $76,271 $93,429 $127,987 $170,239 $241,545 $307,710 Straight - line accrued rent ($738) ($1,148) ($1,416) ($2,450) ($3,582) ($3,548) ($4,648) ($7,093) ($7,818) ($11,857) ($13,176) Stock based compensation expense 1,657 1,813 1,987 1,992 2,441 2,589 3,227 4,106 4,995 5,467 6,464 Amortization of financing costs 285 326 398 494 516 574 578 706 826 1,197 3,141 Loss on extinguishment of debt 0 0 0 180 333 0 0 0 0 0 0 Non - real estate depreciation 66 67 123 62 72 78 146 283 509 618 778 Other (463) (463) (463) (463) (541) (230) 0 (475) 0 0 0 Adjusted Funds from Operations - OP Common Unitholders $24,171 $28,964 $33,945 $43,865 $58,407 $75,734 $92,732 $125,514 $168,751 $236,970 $304,917 FFO Per Common Share and OP Unit - Diluted $2.03 $2.10 $2.18 $2.39 $2.54 $2.54 $2.53 $2.75 $2.93 $3.00 $3.45 Core FFO Per Common Share and OP Unit - Diluted $2.03 $2.10 $2.18 $2.39 $2.54 $2.72 $2.85 $3.08 $3.23 $3.58 $3.87 Adjusted FFO Per Common Share and OP Unit - Diluted $2.10 $2.14 $2.22 $2.38 $2.51 $2.70 $2.83 $3.02 $3.20 $3.51 $3.83 Weighted Average Number of Common Shares and OP Units Outstanding - Diluted 11,484,529 13,505,124 15,314,514 18,413,034 23,307,418 28,047,966 32,748,741 41,571,233 52,744,353 67,486,698 79,512,005 Reconciliation of Net Income to FFO, Core FFO and AFFO Note: Core FFO reporting began in 2018.
30 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. CONTACT PETER COUGHENOUR Chief Financial Officer (248) 737 - 4190 peter@agreerealty.com