Agree Realty Corp 10-Q for FY2025 Q1

About this 10-Q

Headline figures

Agree Realty Corp (ADC)

10-Q 2025-04-22 For: 2025-03-31

Added on April 04, 2026

Agree Realty Corp filed this 10-Q on April 22, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).

Asset Derivatives

March 31, 2025

December 31, 2024

Derivatives designated as cash flow hedges:

Other assets, net

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $169.16M; up 13.2% from $149.45M a year earlier
Net income: $47M; up 4.8% from net income of $44.86M a year earlier
Diluted EPS: $0.42; down 2.3% from $0.43 a year earlier

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Maryland		38-3148187
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
Organization)
32301 Woodward Avenue, Royal Oak, Michigan		48073
(Address of principal executive offices)		(Zip Code)


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


Yes	☒	No	◻


Yes	☒	No	◻


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


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


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


		Page

PART I	Financial Information

Item 1:	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1

	Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2025 and 2024	2

	Condensed Consolidated Statements of Equity for the three months ended March 31, 2025 and 2024	3

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3:	Quantitative and Qualitative Disclosures about Market Risk	43

Item 4:	Controls and Procedures	44

PART II	Other Information

Item 1:	Legal Proceedings	44

Item 1A:	Risk Factors	44

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3:	Defaults Upon Senior Securities	45

Item 4:	Mine Safety Disclosures	45

Item 5:	Other Information	45

Item 6:	Exhibits	46

SIGNATURES		48


	March 31,		December 31,
	2025		2024
ASSETS
Real estate investments
Land	$	2,599,164	$	2,514,167
Buildings		5,648,162		5,412,564
Less accumulated depreciation		(601,088)		(564,429)
		7,646,238		7,362,302
Property under development		50,294		55,806
Net real estate investments		7,696,532		7,418,108

Real estate held for sale, net		1,278		—
Cash and cash equivalents		7,915		6,399
Cash held in escrow		3,254		—
Accounts receivable - tenants, net		105,485		106,416
Lease intangibles, net of accumulated amortization of $487,849 and $461,419 at March 31, 2025 and December 31, 2024, respectively		897,380		864,937
Other assets, net		88,733		90,586

Total Assets	$	8,800,577	$	8,486,446

LIABILITIES
Mortgage notes payable, net	$	42,050	$	42,210
Unsecured term loan, net		347,609		347,452
Senior unsecured notes, net		2,238,451		2,237,759
Unsecured revolving credit facility		322,000		158,000
Dividends and distributions payable		28,542		27,842
Accounts payable, accrued expenses, and other liabilities		129,652		116,273
Lease intangibles, net of accumulated amortization of $46,998 and $46,003 at March 31, 2025 and December 31, 2024, respectively		47,353		46,249

Total Liabilities		3,155,657		2,975,785

Commitments and contingencies (Note 11)

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, 2025 and December 31, 2024		175,000		175,000
Common stock, $.0001 par value, 180,000,000 shares authorized, 110,018,590 and 107,248,705 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		11		10
Additional paid-in-capital		5,948,156		5,765,582
Dividends in excess of net income		(508,059)		(470,622)
Accumulated other comprehensive income		29,344		40,076

Total equity - Agree Realty Corporation		5,644,452		5,510,046
Non-controlling interest		468		615
Total Equity		5,644,920		5,510,661

Total Liabilities and Equity	$	8,800,577	$	8,486,446


	Three Months Ended
	March 31, 2025		March 31, 2024
Revenues
Rental income	$	169,113	$	149,422
Other		47		31
Total Revenues		169,160		149,453

Operating Expenses
Real estate taxes		11,513		10,701
Property operating expenses		8,381		7,373
Land lease expense		485		415
General and administrative		10,771		9,515
Depreciation and amortization		55,755		48,463
Provision for impairment		4,331		4,530
Total Operating Expenses		91,236		80,997

Gain on sale of assets, net		772		2,096
Loss on involuntary conversion, net		—		(55)
Income from Operations		78,696		70,497

Other (Expense) Income
Interest expense, net		(30,764)		(24,451)
Income and other tax expense		(825)		(1,149)
Other income		41		117
Net Income		47,148		45,014

Less net income attributable to non-controlling interest		152		155
Net income attributable to Agree Realty Corporation		46,996		44,859
Less Series A preferred stock dividends		1,859		1,859
Net Income Attributable to Common Stockholders	$	45,137	$	43,000

Net Income Per Share Attributable to Common Stockholders
Basic	$	0.42	$	0.43
Diluted	$	0.42	$	0.43

Other Comprehensive Income
Net income	$	47,148	$	45,014
Amortization of interest rate swaps		(736)		(629)
Change in fair value and settlement of interest rate swaps		(10,031)		11,543
Total comprehensive income		36,381		55,928
Less comprehensive income attributable to non-controlling interest		117		193

Comprehensive Income Attributable to Agree Realty Corporation	$	36,264	$	55,735

Weighted Average Number of Common Shares Outstanding - Basic		107,048,557		100,284,588

Weighted Average Number of Common Shares Outstanding - Diluted		107,547,193		100,336,600


											Accumulated
									Dividends in		Other
	Preferred Stock			Common Stock			Additional		excess of net		Comprehensive		Non-Controlling		Total
	Shares	Amount		Shares	Amount		Paid-In Capital		income		Income (Loss)		Interest		Equity
Balance, December 31, 2024	7,000	$	175,000	107,248,705	$	10	$	5,765,582	$	(470,622)	$	40,076	$	615	$	5,510,661
Issuance of common stock, net of issuance costs	—		—	2,665,998		1		183,090		—		—		—		183,091
Repurchase of common shares	—		—	(50,038)		—		(3,645)		—		—		—		(3,645)
Issuance of restricted stock under the 2024 Omnibus Incentive Plan	—		—	153,925		—		—		—		—		—		—
Stock-based compensation	—		—	—		—		3,129		—		—		—		3,129
Series A preferred dividends declared for the period	—		(1,859)	—		—		—		—		—		—		(1,859)
Dividends and distributions declared for the period	—		—	—		—		—		(82,574)		—		(264)		(82,838)
Amortization, changes in fair value, and settlement of interest rate swaps	—		—	—		—		—		—		(10,732)		(35)		(10,767)
Net income	—		1,859	—		—		—		45,137		—		152		47,148
Balance, March 31, 2025	7,000	$	175,000	110,018,590	$	11	$	5,948,156	$	(508,059)	$	29,344	$	468	$	5,644,920

Cash dividends declared per depositary share of Series A preferred stock:
For the three months ended March 31, 2025		$	0.266

Cash dividends declared per common share:
For the three months ended March 31, 2025					$	0.759


	2025
Year Ending December 31,	(remaining)		2026		2027		2028		2029		Thereafter		Total
Lease intangibles (in-place)	$	53,716	$	68,490	$	61,639	$	53,955	$	45,908	$	198,913	$	482,621
Lease intangibles (above-market)		30,375		38,967		36,343		32,607		29,073		247,394		414,759
Lease intangibles (below-market)		(4,197)		(5,278)		(4,930)		(4,110)		(3,493)		(25,345)		(47,353)
Total	$	79,894	$	102,179	$	93,052	$	82,452	$	71,488	$	420,962	$	850,027


	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	7,915	$	6,399
Cash held in escrow		3,254		—
Total of cash and cash equivalents and cash held in escrow	$	11,169	$	6,399


	March 31, 2025
Land	$	1,200
Building		128
		1,328
Accumulated depreciation and amortization		(50)
Total real estate held for sale, net	$	1,278


	March 31, 2025		December 31, 2024
Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026	$	1,404	$	1,654

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

Total principal		43,654		43,904
Unamortized debt issuance costs and assumed debt discount, net		(1,604)		(1,694)
Total	$	42,050	$	42,210


	Three Months Ended
	March 31, 2025		March 31, 2024
Operating leases:
Operating cash outflows	$	437	$	299
Weighted-average remaining lease term - operating leases (years)		32.1		33.2

Finance leases:
Operating cash outflows	$	48	$	62
Financing cash outflows	$	3	$	22
Weighted-average remaining lease term - finance leases (years)		26.8		0.5

Supplemental Disclosure:
Right of use assets added under new ground leases	$	1,767	$	—


	2025
Year Ending December 31,	(remaining)		2026		2027		2028		2029		Thereafter		Total
Lease payments	$	1,353	$	1,835	$	1,683	$	1,654	$	1,644	$	28,559	$	36,728
Imputed interest		(646)		(819)		(772)		(725)		(677)		(13,323)		(16,962)
Total lease liabilities	$	707	$	1,016	$	911	$	929	$	967	$	15,236	$	19,766


	2025
Year Ending December 31,	(remaining)		2026		2027		2028		2029		Thereafter		Total
Lease payments	$	135	$	187	$	201	$	201	$	202	$	6,143	$	7,069
Imputed interest		(142)		(192)		(192)		(191)		(191)		(2,964)		(3,872)
Total lease liabilities	$	(7)	$	(5)	$	9	$	10	$	11	$	3,179	$	3,197


	Three Months Ended
	March 31, 2025		March 31, 2024
Number of properties acquired		46		31
Location (by state)		23		22
Weighted-average lease term (years)		13.4		8.2

Purchase price allocation, including acquisition and closing costs:
Land	$	86,113	$	31,034
Building and improvements		214,873		83,211
Lease intangibles, net		57,210		14,098
Total purchase price	$	358,196	$	128,343


	All-in
	Interest Rate ⁽¹⁾		Maturity	March 31, 2025		December 31, 2024
2029 Unsecured Term Loan	4.52	%	January 2029	$	350,000	$	350,000
Total principal					350,000		350,000
Unamortized debt issuance costs, net					(2,391)		(2,548)
Total				$	347,609	$	347,452


	All-in		Coupon
	Interest Rate ⁽¹⁾		Rate		Maturity	March 31, 2025		December 31, 2024
2025 Senior Unsecured Notes	4.16	%	4.16	%	May 2025	$	50,000	$	50,000
2027 Senior Unsecured Notes	4.26	%	4.26	%	May 2027		50,000		50,000
2028 Senior Unsecured Public Notes	2.11	%	2.00	%	June 2028		350,000		350,000
2028 Senior Unsecured Notes	4.42	%	4.42	%	July 2028		60,000		60,000
2029 Senior Unsecured Notes	4.19	%	4.19	%	September 2029		100,000		100,000
2030 Senior Unsecured Notes	4.32	%	4.32	%	September 2030		125,000		125,000
2030 Senior Unsecured Public Notes	3.49	%	2.90	%	October 2030		350,000		350,000
2031 Senior Unsecured Notes	4.42	%	4.47	%	October 2031		125,000		125,000
2032 Senior Unsecured Public Notes	3.96	%	4.80	%	October 2032		300,000		300,000
2033 Senior Unsecured Public Notes	2.13	%	2.60	%	June 2033		300,000		300,000
2034 Senior Unsecured Public Notes	5.65	%	5.63	%	June 2034		450,000		450,000
Total principal							2,260,000		2,260,000
Unamortized debt issuance costs and original issue discounts, net							(21,549)		(22,241)
Total						$	2,238,451	$	2,237,759


	Scheduled		Balloon
	Principal		Payment		Total
Remainder of 2025	$	775	$	50,000	$	50,775
2026		629		—		629
2027		—		50,000		50,000
2028 ⁽¹⁾		—		732,000		732,000
2029		—		492,250		492,250
Thereafter		—		1,650,000		1,650,000
Total scheduled principal payments	$	1,404	$	2,974,250	$	2,975,654


Program		Program Size ($ million)	Total Forward Shares Sold		Total Forward Shares Settled	Total Forward Shares Outstanding as of March 31, 2025		Total Net Proceeds Anticipated or Received from Forward Shares Sold ($ million)
September 2022	⁽¹⁾	$750.0	10,217,973		10,217,973	-		$670.3
February 2024	⁽¹⁾	$1,000.0	10,409,017		5,441,496	4,967,521	⁽³⁾	$705.6
October 2024		$1,250.0	2,576,478	⁽²⁾	-	2,576,478	⁽⁴⁾	$194.3


	Number of Instruments ¹		Notional Amount¹
	March 31,	December 31,	March 31,		December 31,
Interest Rate Derivatives	2025	2024	2025		2024
Interest rate swaps	15	11	$	650,000	$	550,000


	Total Fair Value		Level 2
March 31, 2025
Derivative assets - interest rate swaps	$	7,839	$	7,839
Derivative liabilities - interest rate swaps	$	343	$	343

December 31, 2024
Derivative assets - interest rate swaps	$	17,526	$	17,526
Derivative liabilities - interest rate swaps	$	—	$	—


	Shares	Weighted Average
	Outstanding	Grant Date
	(in thousands)	Fair Value
Unvested restricted stock at December 31, 2024	218	$	63.65

Restricted stock granted	84		72.83
Restricted stock vested	(90)		65.29
Unvested restricted stock at March 31, 2025	212	$	66.61


	2025		2024		2023
Expected term (years)	2.9		2.9		2.9
Volatility	19.6	%	20.0	%	23.6	%
Risk-free rate	4.2	%	4.5	%	4.4	%


	Target Number	Weighted Average
	of Awards	Grant Date
	(in thousands)	Fair Value
Performance units and shares - three-year performance period to be completed at December 31, 2024	157	$	67.50

Performance units granted	90		79.61
Performance units - three-year performance period completed	(34)		68.59
Performance units and shares - three-year performance period to be completed at March 31, 2025	213	$	72.42


	Three Months Ended				Variance
	March 31, 2025		March 31, 2024		(in dollars)		(percentage)
Rental Income	$	169,113	$	149,422	$	19,691	13	%
Real Estate Tax Expense	$	11,513	$	10,701	$	812	8	%
Property Operating Expense	$	8,381	$	7,373	$	1,008	14	%
Depreciation and Amortization Expense	$	55,755	$	48,463	$	7,292	15	%


	All-in		Coupon			Principal Amount Outstanding
	Interest Rate		Rate		Maturity	March 31, 2025		December 31, 2024
Senior Unsecured Revolving Credit Facility
Revolving Credit Facility ⁽¹⁾	5.19	%			August 2028	$	322,000	$	158,000
Total Credit Facility						$	322,000	$	158,000

Unsecured Term Loan
2029 Unsecured Term Loan ⁽²⁾	4.52	%			January 2029	$	350,000	$	350,000
Total Unsecured Term Loan						$	350,000	$	350,000

Senior Unsecured Notes ⁽³⁾
2025 Senior Unsecured Notes	4.16	%	4.16	%	May 2025	$	50,000	$	50,000
2027 Senior Unsecured Notes	4.26	%	4.26	%	May 2027		50,000		50,000
2028 Senior Unsecured Public Notes ⁽⁴⁾	2.11	%	2.00	%	June 2028		350,000		350,000
2028 Senior Unsecured Notes	4.42	%	4.42	%	July 2028		60,000		60,000
2029 Senior Unsecured Notes	4.19	%	4.19	%	September 2029		100,000		100,000
2030 Senior Unsecured Notes	4.32	%	4.32	%	September 2030		125,000		125,000
2030 Senior Unsecured Public Notes ⁽⁴⁾	3.49	%	2.90	%	October 2030		350,000		350,000
2031 Senior Unsecured Notes	4.42	%	4.47	%	October 2031		125,000		125,000
2032 Senior Unsecured Public Notes ⁽⁴⁾	3.96	%	4.80	%	October 2032		300,000		300,000
2033 Senior Unsecured Public Notes ⁽⁴⁾	2.13	%	2.60	%	June 2033		300,000		300,000
2034 Senior Unsecured Public Notes ⁽⁴⁾	5.65	%	5.63	%	June 2034		450,000		450,000
Total Senior Unsecured Notes						$	2,260,000	$	2,260,000

Mortgage Notes Payable
Portfolio Credit Tenant Lease	6.27	%			July 2026		1,404		1,654
Four Asset Mortgage Loan	3.63	%			December 2029		42,250		42,250
Total Mortgage Notes Payable						$	43,654	$	43,904

Total Principal Amount Outstanding						$	2,975,654	$	2,811,904


				Total Number of	Maximum Number
				Shares Purchased	of Shares that May
				as Part of Publicly	Yet Be Purchased
	Total Number of		Average Price Paid	Announced Plans	Under the Plans
Period	Shares Purchased		Per Share	or Programs	or Programs
January 1, 2025 - January 31, 2025	—	$	—	—	—
February 1, 2025 - February 28, 2025	49,906		72.83	—	—
March 1, 2025 - March 31, 2025	132		76.28	—	—
Total	50,038	$	72.84	—	—





3.1.1	Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).

3.1.2	Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 6, 2015).

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

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

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

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

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

3.2.1	Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 12, 2024).

22*	Subsidiary Guarantors of Agree Realty Corporation.

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

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

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

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

101*	The following materials from Agree Realty Corporation’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 formatted in Inline iXBRL (eXtensible Business Reporting Language): (i) the condensed consolidated balance sheets, (ii) the condensed consolidated statements of income and comprehensive income, (iii) the condensed consolidated statement of stockholders’ equity, (iv) the condensed consolidated statements of cash flows, and (v) related notes to these condensed consolidated financial statements.

Agree Realty Corporation

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

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

Date: April 22, 2025

Guarantor	Jurisdiction of Organization
Agree 117 Mission, LLC	Michigan
Agree 2016, LLC		Delaware
Agree Absecon Urban Renewal, LLC		New Jersey
Agree Central, LLC		Delaware
Agree Chapel Hill NC, LLC		Delaware
Agree Columbia SC, LLC		Delaware
Agree Construction Management, LLC		Delaware
Agree Convenience No. 1, LLC		Delaware
Agree CW, LLC		Delaware
Agree Dallas Forest Drive, LLC		Texas
Agree DT Jacksonville NC, LLC		Delaware
Agree Farmington NM, LLC		Delaware
Agree Fort Walton Beach, LLC		Florida
Agree Grandview Heights OH, LLC		Delaware
Agree Greenwich CT, LLC		Delaware
Agree Lebanon NH, LLC		Delaware
Agree Littleton CO, LLC		Delaware
Agree Madison AL, LLC		Michigan
Agree Marietta, LLC		Georgia
Agree M-59, LLC		Michigan
Agree MCW, LLC		Delaware
Agree Mena AR, LLC		Delaware
Agree NJ, LLC		Delaware
Agree Onaway MI, LLC		Delaware
Agree Orange CT, LLC		Delaware
Agree Oxford Commons AL, LLC		Delaware
Agree Paterson NJ, LLC		Delaware
Agree Roseville CA, LLC		California
Agree SB, LLC		Delaware
Agree Secaucus NJ, LLC		Delaware
Agree Shelf ES PA, LLC		Delaware
Agree Shelf PA, LLC		Delaware
Agree Southfield, LLC		Michigan
Agree Spring Grove, LLC		Illinois
Agree St Petersburg, LLC		Florida
Agree Stores, LLC		Delaware
Agree Tallahassee, LLC		Florida
Agree TK, LLC		Delaware
Agree Wawa Baltimore, LLC		Maryland
Agree Walker, LLC		Michigan
Agree Wilmington, LLC		North Carolina
AR Land CA, LLC		Delaware
AR Land East, LLC		Delaware

AR Land West, LLC	Delaware
BB Farmington NM, LLC		Delaware
DD 71, LLC		Delaware
DD Brownsville LLC		North Carolina
DD Hempstead LLC		North Carolina
Lunacorp, LLC		Delaware
Mt. Pleasant Shopping Center, L.L.C.		Michigan
Pachyderm Chattanooga TN, LLC		Delaware
Pachyderm Marietta GA, LLC		Delaware
Pachyderm Myrtle Beach SC, LLC		Delaware
Pachyderm Philadelphia PA, LLC		Delaware
Pachyderm Properties, LLC		Delaware
Pachyderm Riverdale GA, LLC	Delaware
Pachyderm Waite Park MN, LLC	Delaware
Paint PA, LLC	Delaware
Safari Properties II, LLC	Delaware


Date: April 22, 2025	/s/ Joel N. Agree

	Name:	Joel N. Agree
	Title:	President and Chief Executive Officer