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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 13, 2024

 

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction of incorporation)

 

1-12928

(Commission file number)

38-3148187

(I.R.S. Employer Identification No.)

   

32301 Woodward Avenue

Royal Oak, Michigan

(Address of principal executive offices)

48073

(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 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to 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 13, 2024, Agree Realty Corporation (the “Company”) issued a press release describing its results of operations for the fourth quarter and full year ended December 31, 2023, 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 13, 2024, reporting the Company’s results of operations for the fourth quarter and full year ended December 31, 2023.
99.2 February 2024 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 13, 2024

 

 

Exhibit 99.1

 

32301 Woodward Ave.

Royal Oak, MI 48073

www.agreerealty.com

 

 

 

FOR IMMEDIATE RELEASE

 

Agree Realty Corporation Reports Fourth Quarter and Full Year 2023 Results

Fourth Quarter ATM Activity Creates $500 Million of Leverage Neutral Investment Capacity 

 

 

Royal Oak, MI, February 13, 2024 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year ended December 31, 2023. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

 

Fourth Quarter 2023 Financial and Operating Highlights:

 

§Invested approximately $199 million in 70 retail net lease properties
§Completed four development or Developer Funding Platform (“DFP”) projects representing total committed capital of over $16 million
§Net Income per share attributable to common stockholders of $0.44 was unchanged year-over-year
§Core Funds from Operations (“Core FFO”) per share increased 3.4% to $0.99
§Adjusted Funds from Operations (“AFFO”) per share increased 5.2% to $1.00
§Declared a December monthly dividend of $0.247 per common share, a 2.9% year-over-year increase
§Sold 3.8 million shares of common stock via the forward component of the Company's at-the-market equity ("ATM") program for net proceeds of approximately $236 million
§Balance sheet well positioned at 4.3 times proforma net debt to recurring EBITDA; 4.7 times excluding unsettled forward equity

 

Full Year 2023 Financial and Operating Highlights:

 

§Invested or committed $1.34 billion in 319 retail net lease properties
§Commenced 13 development or DFP projects for total committed capital of approximately $54 million
§Net Income per share attributable to common stockholders declined 7.0% to $1.70
§Core FFO per share increased 1.6% to $3.93
§AFFO per share increased 3.1% to $3.95
§Declared dividends of $2.919 per share, a 4.1% year-over-year increase
§Raised over $370 million of gross equity proceeds through the Company's ATM program
§Closed on an unsecured $350 million 5.5-year term loan at a 4.52% fixed rate inclusive of prior hedging activity
§Ended the year with over $1.0 billion of total liquidity including availability on the revolving credit facility, outstanding forward equity, and cash on hand

 

1

 

 

Financial Results

 

Net Income Attributable to Common Stockholders

 

Net Income for the three months ended December 31, 2023 increased 12.9% to $44.1 million, compared to $39.1 million for the comparable period in 2022. Net Income per share for the three months ended December 31st of $0.44 was unchanged compared to the same period in 2022.

 

Net Income for the twelve months ended December 31, 2023 increased 12.1% to $162.5 million, compared to $145.0 million for the comparable period in 2022. Net Income per share for the twelve months ended December 31st decreased 7.0% to $1.70, compared to $1.83 per share for the comparable period in 2022.

 

Core FFO

 

Core FFO for the three months ended December 31, 2023 increased 16.8% to $99.7 million, compared to Core FFO of $85.3 million for the comparable period in 2022. Core FFO per share for the three months ended December 31st increased 3.4% to $0.99, compared to Core FFO per share of $0.96 for the comparable period in 2022.

 

Core FFO for the twelve months ended December 31, 2023 increased 22.3% to $376.5 million, compared to Core FFO of $307.7 million for the comparable period in 2022. Core FFO per share for the twelve months ended December 31st increased 1.6% to $3.93, compared to Core FFO per share of $3.87 for the comparable period in 2022.

 

AFFO

 

AFFO for the three months ended December 31, 2023 increased 18.8% to $100.3 million, compared to AFFO of $84.4 million for the comparable period in 2022. AFFO per share for the three months ended December 31st increased 5.2% to $1.00, compared to AFFO per share of $0.95 for the comparable period in 2022.

 

AFFO for the twelve months ended December 31, 2023 increased 24.2% to $378.7 million, compared to AFFO of $304.9 million for the comparable period in 2022. AFFO per share for the twelve months ended December 31st increased 3.1% to $3.95, compared to AFFO per share of $3.83 for the comparable period in 2022.

 

Dividend

 

In the fourth quarter, the Company declared monthly cash dividends of $0.247 per common share for each of October, November and December 2023. The monthly dividends declared during the fourth quarter reflected an annualized dividend amount of $2.964 per common share, representing a 2.9% increase over the annualized dividend amount of $2.880 per common share from the fourth quarter of 2022. The dividends represent payout ratios of approximately 75% of Core FFO per share and 74% of AFFO per share, respectively.

 

For the twelve months ended December 31, 2023, the Company declared monthly cash dividends totaling $2.919 per common share, a 4.1% increase over the dividends of $2.805 per common share declared for the comparable period in 2022. The dividends represent payout ratios of approximately 74% of both Core FFO per share and AFFO per share.

 

Subsequent to year end, the Company declared a monthly cash dividend of $0.247 per common share for each of January and February 2024. The monthly dividend reflects an annualized dividend amount of $2.964 per common share, representing a 2.9% increase over the annualized dividend amount of $2.880 per common share from the first quarter of 2023. The January dividend is payable on February 14, 2024 to stockholders of record at the close of business on January 31, 2024. The February dividend is payable on March 14, 2024 to stockholders of record at the close of business on February 29, 2024.

 

Additionally, subsequent to year end, the Company declared a monthly cash dividend for each of January and February 2024 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, 2024 and the February dividend is payable on March 1, 2024 to stockholders of record at the close of business on February 20, 2024.

 

2

 

 

CEO Comments

 

“We are pleased with our performance in 2023 as we invested over $1.3 billion for the fourth consecutive year while adhering to our stringent investment criteria and further improving our leading portfolio,” said Joey Agree, President and Chief Executive Officer. “Looking ahead, our balance sheet is well positioned with more than $1 billion of total liquidity including over $235 million of forward equity raised late last year. We remain intently focused on prudently allocating capital to drive sustainable AFFO per share growth above our previously discussed base case of over 3% growth in 2024.”

 

Portfolio Update

 

As of December 31, 2023, the Company’s portfolio consisted of 2,135 properties located in 49 states and contained approximately 44.2 million square feet of gross leasable area.

 

At year end, the portfolio was 99.8% leased, had a weighted-average remaining lease term of approximately 8.4 years, and generated 69.1% of annualized base rents from investment grade retail tenants.

 

Ground Lease Portfolio

 

During the fourth quarter, the Company acquired seven ground leases for an aggregate purchase price of approximately $29.9 million, representing 14.8% of annualized base rents acquired.

 

As of December 31, 2023, the Company’s ground lease portfolio consisted of 224 leases located in 35 states and totaled approximately 6.1 million square feet of gross leasable area. Properties ground leased to tenants represented 11.7% of annualized base rents.

 

At year end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 10.5 years, and generated 88.0% of annualized base rents from investment grade retail tenants.

 

Acquisitions

 

Total acquisition volume for the fourth quarter was approximately $187.2 million and included 50 select properties net leased to leading retailers operating in sectors including home improvement, farm and rural supply, off-price, tire and auto service, and convenience stores. The properties are located in 26 states and leased to tenants operating in 19 sectors.

 

The properties were acquired at a weighted-average capitalization rate of 7.2% and had a weighted-average remaining lease term of approximately 10.1 years. Approximately 70.5% of annualized base rents acquired were generated from investment grade retail tenants.

 

For the twelve months ended December 31, 2023, total acquisition volume was approximately $1.19 billion. The 282 acquired properties are located in 40 states and leased to tenants operating in 26 retail sectors. The properties were acquired at a weighted-average capitalization rate of 6.9% and had a weighted-average remaining lease term of approximately 11.3 years. Approximately 73.7% of annualized base rents were generated from investment grade retail tenants.

 

Dispositions

 

During the fourth quarter, the Company sold three properties for gross proceeds of approximately $6.4 million. The dispositions were completed at a weighted-average capitalization rate of 6.0%. During the twelve months ended December 31, 2023, the Company sold five assets for total gross proceeds of approximately $9.7 million. The weighted-average capitalization rate of the dispositions was 6.1%.

 

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Development and DFP

 

During the fourth quarter, the Company commenced four development or DFP projects, with total anticipated costs of approximately $12.6 million. Construction continued during the quarter on 12 projects with anticipated costs totaling approximately $51.1 million. The Company completed four projects during the quarter with total costs of approximately $16.2 million. In total, the Company had 20 projects completed or under construction during the fourth quarter with anticipated total costs of $80.0 million.

 

For the twelve months ended December 31, 2023, the Company had a record 37 development or DFP projects completed or under construction with anticipated total costs of approximately $149.9 million. The projects are leased to leading retailers including Gerber Collision, Sunbelt Rentals, TJX Companies, Five Below and ULTA Beauty.

 

The following table presents estimated costs for the Company's active or completed development or DFP projects for the quarter and year ended December 31, 2023:

 

   Three Months Ended
December 31, 2023
   Twelve Months Ended
December 31, 2023
 
Number of Projects   20    37 
Costs Funded During Q4 2023  $11,619   $11,619 
Costs Funded Prior to Q4 2023   32,772    102,694 
Remaining Funding Costs   35,593    35,593 
Anticipated Total Project Costs  $79,984   $149,906 

 

Development and DFP project costs are in thousands. Any differences are the result of rounding. Costs Funded During Q4 2023 exclude any costs associated with projects that were completed in prior quarters. Remaining Funding Costs exclude any costs associated with projects that were completed in Q4 2023. Costs Funded Prior to Q4 2023 may include adjustments related to completed projects to arrive at the correct Anticipated Total Project Costs.

 

4

 

 

Leasing Activity and Expirations

 

During the fourth quarter, the Company executed new leases, extensions or options on approximately 425,000 square feet of gross leasable area throughout the existing portfolio. Notable new leases, extensions or options included a 25,000-square foot TJ Maxx in New Lenox, Illinois, and a 210,000-square foot Walmart Supercenter in Hazard, Kentucky.

 

For the twelve months ended December 31, 2023, the Company executed new leases, extensions or options on approximately 1,873,000 square feet of gross leasable area throughout the existing portfolio.

 

As of December 31, 2023, the Company’s 2024 lease maturities represented 1.1% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2023, assuming no tenants exercise renewal options:

 

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

Gross
Leasable Area

   Percent of Gross
Leasable Area
 
2024   28    6,106    1.1%   722    1.6%
2025   73    17,153    3.1%   1,684    3.8%
2026   120    26,874    4.8%   2,769    6.3%
2027   155    34,038    6.1%   3,119    7.1%
2028   175    45,925    8.3%   4,155    9.5%
2029   182    55,189    9.9%   5,379    12.2%
2030   265    55,218    9.9%   4,240    9.7%
2031   180    42,434    7.6%   3,119    7.1%
2032   232    48,165    8.7%   3,559    8.1%
2033   193    45,005    8.1%   3,485    7.9%
Thereafter   706    180,258    32.4%   11,691    26.7%
Total Portfolio   2,309   $556,365    100.0%   43,922    100.0%

 

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of December 31, 2023 but that had not yet commenced. Annualized Base Rent and gross leasable area (square feet) are in thousands; any differences are the result of rounding.

 

(1)Annualized Base Rent represents the annualized amount of contractual minimum rent required by tenant lease agreements as of December 31, 2023, computed on a straight-line basis. Annualized Base Rent is not, and is not intended to be, a presentation in accordance with generally accepted accounting principles (“GAAP”). The Company believes annualized contractual minimum rent is useful to management, investors, and other interested parties in analyzing concentrations and leasing activity.

 

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, 2023:

 

Tenant  Annualized
Base Rent(1)
  

Percent of
Annualized Base Rent

 
Walmart  $33,864    6.1%
Tractor Supply   28,155    5.1%
Dollar General   26,831    4.8%
Best Buy   19,515    3.5%
CVS   17,310    3.1%
TJX Companies   17,008    3.1%
Dollar Tree   16,987    3.1%
Kroger   16,315    2.9%
O'Reilly Auto Parts   16,107    2.9%
Hobby Lobby   14,637    2.6%
Lowe's   14,025    2.5%
Burlington   13,770    2.5%
7-Eleven   12,431    2.2%
Sunbelt Rentals   12,374    2.2%
Gerber Collision   11,880    2.1%
Sherwin-Williams   11,423    2.1%
Wawa   10,185    1.8%
Home Depot   8,880    1.6%
BJ's Wholesale Club   8,713    1.6%
Other(2)   245,955    44.2%
Total Portfolio  $556,365    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 the Company’s retail sectors as of December 31, 2023:

 

Sector  Annualized
Base Rent(1)
  

Percent of
Annualized
Base Rent

 
Grocery Stores  $53,240    9.6%
Home Improvement   48,147    8.7%
Tire and Auto Service   47,661    8.6%
Convenience Stores   46,135    8.3%
Dollar Stores   42,310    7.6%
Off-Price Retail   34,920    6.3%
General Merchandise   32,331    5.8%
Auto Parts   31,636    5.7%
Farm and Rural Supply   29,883    5.4%
Pharmacy   23,701    4.3%
Consumer Electronics   21,730    3.9%
Crafts and Novelties   16,915    2.9%
Discount Stores   14,399    2.6%
Warehouse Clubs   13,699    2.5%
Equipment Rental   12,700    2.3%
Health Services   11,085    2.0%
Dealerships   10,276    1.7%
Restaurants - Quick Service   9,215    1.7%
Health and Fitness   8,660    1.6%
Specialty Retail   6,620    1.2%
Sporting Goods   6,208    1.1%
Financial Services   6,030    1.1%
Restaurants - Casual Dining   5,594    1.0%
Home Furnishings   4,001    0.7%
Theaters   3,854    0.7%
Pet Supplies   3,430    0.6%
Beauty and Cosmetics   3,233    0.6%
Shoes   2,875    0.5%
Entertainment Retail   2,323    0.4%
Apparel   1,531    0.3%
Miscellaneous   1,239    0.2%
Office Supplies   784    0.1%
Total Portfolio  $556,365    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.

 

7

 

 

Geographic Diversification

 

The following table presents annualized base rents for all states that represent 1.5% or greater of the Company’s total annualized base rent as of December 31, 2023:

 

State  Annualized
Base Rent(1)
  

Percent of
Annualized Base Rent

 
Texas  $40,096    7.2%
Florida   33,844    6.1%
Illinois   30,816    5.5%
North Carolina   30,778    5.5%
Ohio   29,341    5.3%
Michigan   27,810    5.0%
Pennsylvania   26,126    4.7%
New Jersey   23,122    4.2%
California   22,191    4.0%
New York   21,193    3.8%
Georgia   20,564    3.7%
Wisconsin   15,719    2.8%
Virginia   15,270    2.7%
Missouri   14,908    2.7%
Louisiana   14,033    2.5%
Kansas   13,661    2.5%
Connecticut   12,762    2.3%
South Carolina   12,443    2.2%
Mississippi   12,379    2.2%
Minnesota   11,596    2.1%
Massachusetts   11,274    2.0%
Tennessee   10,308    1.9%
Oklahoma   9,419    1.7%
Alabama   9,308    1.7%
Kentucky   8,448    1.5%
Indiana   8,437    1.5%
Maryland   8,367    1.5%
Other(2)   62,152    11.2%
Total Portfolio  $556,365    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 1.5% of Annualized Base Rent.

 

8

 

 

Capital Markets, Liquidity 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 3,833,871 shares of common stock for net proceeds of approximately $235.6 million. To date, the Company has not received any proceeds from the sale of shares of its common stock by the forward purchasers.

 

The following table presents the Company’s outstanding forward equity offerings as of December 31, 2023:

 

Forward Equity
Offerings
  Shares Sold   Shares
Settled
   Shares
Remaining
   Net
Proceeds
Received
   Anticipated
Net
Proceeds
Remaining
 
Q4 2023 ATM Forward Offerings   3,833,871    -    3,833,871    -   $235,618,977 
Total Forward Equity Offerings   3,833,871    -    3,833,871    -   $235,618,977 

 

Liquidity

 

As of December 31, 2023, the Company had total liquidity of over $1.0 billion, which includes $773.0 million of availability under its revolving credit facility, $235.6 million of outstanding forward equity, and $14.5 million of cash on hand. The Company’s $1.0 billion revolving credit facility includes an accordion option that allows the Company to request additional lender commitments of up to $750 million, or an aggregate of $1.75 billion.

 

Balance Sheet

 

As of December 31, 2023, the Company’s net debt to recurring EBITDA was 4.7 times. The Company’s proforma net debt to recurring EBITDA was 4.3 times when deducting the $235.6 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $2.4 billion as of December 31, 2023. The Company’s fixed charge coverage ratio was 5.0 times at year end.

 

The Company’s total debt to enterprise value was 27.2% as of December 31, 2023. 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, 2023, the Company's fully diluted weighted-average shares outstanding were 100.4 million and 95.4 million, respectively. The basic weighted-average shares outstanding for the three and twelve months ended December 31, 2023 were 100.3 million and 95.2 million, respectively.

 

For the three and twelve months ended December 31, 2023, the Company's fully diluted weighted-average shares and units outstanding were 100.7 million and 95.8 million, respectively. The basic weighted-average shares and units outstanding for the three and twelve months ended December 31, 2023 were 100.6 million and 95.5 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, 2023, there were 347,619 Operating Partnership common units outstanding, and the Company held a 99.7% common interest in the Operating Partnership.

 

Conference Call/Webcast

 

The Company will host its quarterly analyst and investor conference call on Wednesday, February 14, 2024 at 9:00 AM ET. To participate in the conference call, please dial (866) 363-3979 approximately ten minutes before the call begins.

 

9

 

 

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, 2023, the Company owned and operated a portfolio of 2,135 properties, located in 49 states and containing approximately 44.2 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information on the Company and RETHINKING RETAIL, please visit www.agreerealty.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including statements about projected financial and operating results, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” “outlook” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company’s best judgment reflecting current information, you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, some of the most significant factors, include the potential adverse effect of ongoing worldwide economic uncertainties and increased inflation and interest rates on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which these conditions will impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission (the “SEC”), as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the macroeconomic environment. Additional important factors, among others, that may cause the Company’s actual results to vary include the general deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other factors discussed in the Company’s reports filed with the SEC. The forward-looking statements included in this press release are made as of the date hereof. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, changes in the Company’s expectations or assumptions or otherwise.

 

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

 

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

 

10

 

 

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

 

###

 

Contact:

 

Peter Coughenour

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190

 

11

 

 

Agree Realty Corporation
Consolidated Balance Sheet
($ in thousands, except share and per-share data)
(Unaudited)
   December 31, 2023   December 31, 2022 
Assets:        
Real Estate Investments:          
Land  $2,282,354   $1,941,599 
Buildings   4,861,692    4,054,679 
Accumulated depreciation   (433,958)   (321,142)
Property under development   33,232    65,932 
Net real estate investments   6,743,320    5,741,068 
Real estate held for sale, net   3,642    - 
Cash and cash equivalents   10,907    27,763 
Cash held in escrows   3,617    1,146 
Accounts receivable - tenants, net   82,954    65,841 
Lease Intangibles, net of accumulated amortization of $360,061 and $263,011 at December 31, 2023 and December 31, 2022, respectively   854,088    799,448 
Other assets, net   76,308    77,923 
Total Assets  $7,774,836   $6,713,189 
           
Liabilities:          
Mortgage notes payable, net   42,811    47,971 
Unsecured term loans, net   346,798    - 
Senior unsecured notes, net   1,794,312    1,792,047 
Unsecured revolving credit facility   227,000    100,000 
Dividends and distributions payable   25,534    22,345 
Accounts payable, accrued expenses and other liabilities   101,401    83,722 
Lease intangibles, net of accumulated amortization of $42,813 and $35,992 at December 31, 2023 and December 31, 2022, respectively   36,827    36,714 
Total Liabilities  $2,574,683   $2,082,799 
           
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, 2023 and December 31, 2022   175,000    175,000 
Common stock, $.0001 par value, 180,000,000 shares authorized, 100,519,355 and 90,173,424 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively   10    9 
Additional paid-in-capital   5,354,120    4,658,570 
Dividends in excess of net income   (346,473)   (228,132)
Accumulated other comprehensive income (loss)   16,554    23,551 
Total Equity - Agree Realty Corporation  $5,199,211   $4,628,998 
Non-controlling interest   942    1,392 
Total Equity  $5,200,153   $4,630,390 
Total Liabilities and Equity  $7,774,836   $6,713,189 

 

12

 

 

Agree Realty Corporation

Consolidated Statements of Operations and Comprehensive Income

($ in thousands, except share and per share-data)

(Unaudited)

 

  

Three months ended
December 31,

  

Twelve months ended
December 31,

 
   2023   2022   2023   2022 
Revenues                    
Rental Income  $144,144   $116,496   $537,403   $429,632 
Other   21    35    92    182 
Total Revenues  $144,165   $116,531   $537,495   $429,814 
                     
Operating Expenses                    
Real estate taxes  $10,663   $7,962   $40,092   $32,079 
Property operating expenses   6,841    5,010    24,961    18,585 
Land lease expense   412    404    1,664    1,617 
General and administrative   8,701    7,856    34,788    30,121 
Depreciation and amortization   47,257    37,904    176,277    133,570 
Provision for impairment   2,665    -    7,175    1,015 
Total Operating Expenses  $76,539   $59,136   $284,957   $216,987 
                     
Gain (loss) on sale of assets, net   1,550    15    1,849    5,341 
Gain (loss) on involuntary conversion, net   -    82    -    (83)
                     
Income from Operations  $69,176   $57,492   $254,387   $218,085 
                     
Other (Expense) Income                    
Interest expense, net  $(22,371)  $(16,843)  $(81,119)  $(63,435)
Income tax (expense) benefit   (709)   (723)   (2,910)   (2,860)
Other (expense) income   5    1,113    189    1,245 
                     
Net Income  $46,101   $41,039   $170,547   $153,035 
                     
Less net income attributable to non-controlling interest   146    113    588    598 
                     
Net Income Attributable to Agree Realty Corporation  $45,955   $40,926   $169,959   $152,437 
                     
Less Series A Preferred Stock Dividends   1,859    1,859    7,437    7,437 
                     
Net Income Attributable to Common Stockholders  $44,096   $39,067   $162,522   $145,000 
                     
Net Income Per Share Attributable to Common Stockholders                    
Basic  $0.44   $0.44   $1.70   $1.84 
Diluted  $0.44   $0.44   $1.70   $1.83 
                     
                     
Other Comprehensive Income                    
Net Income  $46,101   $41,039   $170,547   $153,035 
Amortization of interest rate swaps   (630)   (575)   (2,519)   (684)
Change in fair value and settlement of interest rate swaps   (16,165)   -    (4,501)   29,881 
Total Comprehensive Income (Loss)   29,306    40,464    163,527    182,232 
Less comprehensive income attributable to non-controlling interest   88    111    565    741 
Comprehensive Income Attributable to Agree Realty Corporation  $29,218   $40,353   $162,962   $181,491 
                     
Weighted Average Number of Common Shares Outstanding - Basic   100,279,279    88,434,580    95,191,409    78,659,333 
Weighted Average Number of Common Shares Outstanding - Diluted   100,397,096    88,812,510    95,437,412    79,164,386 

 

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
December 31,

  

Twelve months ended
December 31,

 
   2023   2022   2023   2022 
Net Income  $46,101   $41,039   $170,547   $153,035 
Less Series A Preferred Stock Dividends   1,859    1,859    7,437    7,437 
Net Income attributable to OP Common Unitholders   44,242    39,180    163,110    145,598 
Depreciation of rental real estate assets   31,119    24,843    115,617    88,685 
Amortization of lease intangibles - in-place leases and leasing costs   15,611    12,800    58,967    44,107 
Provision for impairment   2,665    -    7,175    1,015 
(Gain) loss on sale or involuntary conversion of assets, net   (1,550)   (97)   (1,849)   (5,258)
Funds from Operations - OP Common Unitholders  $92,087   $76,726   $343,020   $274,147 
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net   7,564    8,556    33,430    33,563 
Core Funds from Operations - OP Common Unitholders  $99,651   $85,282   $376,450   $307,710 
Straight-line accrued rent   (3,200)   (3,757)   (12,142)   (13,176)
Stock based compensation expense   2,158    1,572    8,338    6,464 
Amortization of financing costs and original issue discounts   1,186    1,071    4,403    3,141 
Non-real estate depreciation   527    261    1,693    778 
Adjusted Funds from Operations - OP Common Unitholders  $100,322   $84,429   $378,742   $304,917 
                     
Funds from Operations Per Common Share and OP Unit - Basic  $0.92   $0.86   $3.59   $3.47 
Funds from Operations Per Common Share and OP Unit - Diluted  $0.91   $0.86   $3.58   $3.45 
                     
Core Funds from Operations Per Common Share and OP Unit - Basic  $0.99   $0.96   $3.94   $3.89 
Core Funds from Operations Per Common Share and OP Unit - Diluted  $0.99   $0.96   $3.93   $3.87 
                     
Adjusted Funds from Operations Per Common Share and OP Unit - Basic  $1.00   $0.95   $3.96   $3.86 
Adjusted Funds from Operations Per Common Share and OP Unit - Diluted  $1.00   $0.95   $3.95   $3.83 
                     
Weighted Average Number of Common Shares and OP Units Outstanding - Basic   100,626,898    88,782,199    95,539,028    79,006,952 
Weighted Average Number of Common Shares and OP Units Outstanding - Diluted   100,744,715    89,160,129    95,785,031    79,512,005 
                     
Additional supplemental disclosure                    
Scheduled principal repayments  $232   $217   $905   $850 
Capitalized interest   288    445    1,957    1,261 
Capitalized building improvements   3,122    968    9,819    7,945 

 

Non-GAAP Financial Measures

 

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

FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

 

Core Funds from Operations (“Core FFO”)

The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of acquisition purchase price related to above- and below- market lease intangibles and discount on assumed debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles.  Unlike many of its peers, the Company has acquired the substantial majority of its net-leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties. Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

 

Adjusted Funds from Operations (“AFFO”)

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

 

14

 

 

Agree Realty Corporation

Reconciliation of Net Debt to Recurring EBITDA

($ in thousands, except share and per-share data)

(Unaudited)

 

   Three months ended
December 31,
 
   2023 
Net Income  $46,101 
Interest expense, net   22,371 
Income tax expense   709 
Depreciation of rental real estate assets   31,119 
Amortization of lease intangibles - in-place leases and leasing costs   15,611 
Non-real estate depreciation   527 
Provision for impairment   2,665 
(Gain) loss on sale or involuntary conversion of assets, net   (1,550)
EBITDAre  $117,553 
      
Run-Rate Impact of Investment, Disposition and Leasing Activity  $2,344 
Amortization of above (below) market lease intangibles, net   7,481 
Recurring EBITDA  $127,378 
      
Annualized Recurring EBITDA  $509,512 
      
Total Debt  $2,431,868 
Cash, cash equivalents and cash held in escrows   (14,524)
Net Debt  $2,417,344 
      
Net Debt to Recurring EBITDA   4.7x
      
Net Debt  $2,417,344 
Anticipated Net Proceeds from ATM Forward Offerings   (235,619)
Proforma Net Debt  $2,181,725 
      
Proforma Net Debt to Recurring EBITDA   4.3x

 

Non-GAAP Financial 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 principal outstanding 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

The Company has 3,833,871 shares remaining to be settled under the ATM Forward Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $235.6 million based on the applicable forward sale price as of December 31, 2023. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the offerings by January 2025.

 

15

 

 

Agree Realty Corporation

Rental Income

($ in thousands, except share and per share-data)

(Unaudited)

 

  

Three months ended
December 31,

  

Twelve months ended
December 31,

 
   2023   2022   2023   2022 
Rental Income Source(1)                    
Minimum rents(2)  $133,274   $109,227   $497,736   $402,117 
Percentage rents(2)   -    -    1,314    723 
Operating cost reimbursement(2)   15,151    11,986    59,307    46,953 
Straight-line rental adjustments(3)   3,200    3,757    12,142    13,176 
Amortization of (above) below market lease intangibles(4)   (7,481)   (8,474)   (33,096)   (33,337)
Total Rental Income  $144,144   $116,496   $537,403   $429,632 

 

(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 2024

 

1 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Agree Realty Overview (NYSE: ADC) OUR COMPANY NET LEASE REIT FOCUSED ON THE ACQUISITION & DEVELOPMENT OF HIGH - QUALITY RETAIL PROPERTIES Founded in 1971 by Executive Chairman, Richard Agree Public on the NYSE since 1994 $ 8.5 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,135 retail properties totaling over 44 million square feet in 49 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 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, 2023 , unless otherwise noted. (1) As of February 7, 2024

 

2 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. RE THINKING RETAIL

 

3 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. consistency noun steadfast adherence to the same principles, course, or form [ kuh   n - sis - tuh   n - see ]

 

© 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of December 31, 2023, unless otherwise noted. (1) Includes capital committed to acquisitions, development and Developer Fu ndi ng Platform projects completed or under construction during the twelve months ended December 31, 2023. (2) As of February 9, 2024. (3) Refer to footnote 1 on slide 7 for the Company’s defin iti on of Investment Grade. (4) Proforma for the settlement of the Company’s outstanding forward equity as of December 31, 2023. (5) Declared by the Company on February 8, 2024. (6) Ms. He joined the Co mpa ny’s Board of Directors effective January 1, 2024. Recent Highlights Ground lease portfolio represents 11.7% of annualized base rents as of December 31 st Declared a monthly cash dividend of $ 0.247 per common share for February , representing a 2.9 % year - over - year increase (5) 37 development or DFP projects completed or under construction as of December 31 st for a record of approximately $150 million Acquired over $187 million of high - quality retail net lease assets in Q4 2023 at a weighted average cap rate of 7.2% Approximately 70.5% of base rents acquired in Q4 2023 derived from investment grade retailers (3) Announced 2023 investment activity of $1.34 billion of high - quality retail net lease assets (1) Fortified balance sheet with approximately $236 million of forward equity raised during Q4 2023 Fortress - like balance sheet with over $1.0 billion of total liquidity as of December 31 st(4) Announced the appointment of Linglong He to the Company’s Board of Directors (6) 4.3x Proforma Net Debt to Recurring EBITDA as of December 31 st(4 ) Outlook for BBB credit rating revised to Positive by S&P Global Ratings (2) 4 BH0

 

The Country’s Leading Retail Portfolio

 

6 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TENANT / CONCEPT ​ ANNUALIZED ​ BASE RENT ​ % OF TOTAL ​ ​ $33.9 ​ 6.1% ​ ​ 28.2 ​ 5.1% ​ ​ 26.8 ​ 4.8% ​ ​ 19.5 ​ 3.5% ​ ​ 17.3 ​ 3.1% ​ ​ 17.0 ​ 3.1% ​ ​ 17.0 ​ 3.1% ​ ​ 16.3 ​ 2.9% ​ ​ 16.1 ​ 2.9% ​ ​ 14.6 ​ 2.6% ​ ​ 14.0 ​ 2.5% ​ ​ 13.8 ​ 2.5% ​ ​ 12.4 ​ 2.2% ​ ​ 12.4 ​ 2.2% ​ ​ 11.9 ​ 2.1% ​ ​ 11.4 ​ 2.1% ​ ​ 10.2 ​ 1.8% ​ ​ 8.9 ​ 1.6% ​ ​ 8.7 ​ 1.6% ​ Other ​ 246.0 ​ 44.2% ​ Total ​ $556.4 ​ 100.0% ​ Agree Realty Snapshot TENANT SECTOR ANNUALIZED BASE RENT % OF TOTAL Grocery Stores $53.2 9.6% Home Improvement 48.1 8.7% Tire & Auto Service 47.7 8.6% Convenience Stores 46.1 8.3% Dollar Stores 42.3 7.6% Off - Price Retail 34.9 6.3% General Merchandise 32.3 5.8% Auto Parts 31.6 5.7% Farm & Rural Supply 29.9 5.4% Pharmacy 23.7 4.3% Other 166.6 29.7% Total $556.4 100.0% Share Price (1) $58.13 Equity Market Capitalization (1)(2) $5.9 Billion Property Count 2,135 properties Net Debt to EBITDA 4.7x / 4.3x (3) Investment Grade % (4) 69.1% Company Overview Top Tenants ($ in millions) Top Retail Sectors ($ in millions) As of December 31, 2023, unless otherwise noted. Any differences are a result of rounding. (1) As of February 7, 2024. (2) Re fle cts common shares and OP units outstanding multiplied by the closing price as of February 7, 2024. (3) Proforma for the settlement of the Company’s outstanding forward equity as of December 31, 2023. (4) Re fer to footnote 1 on slide 7 for the Company’s definition of Investment Grade.

 

7 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. BEST - IN - CLASS RETAILERS WITH CONSERVATIVE BALANCE SHEETS Strong Investment Grade Portfolio 16% SUB - INVESTMENT GRADE 15% NOT RATED 69% INVESTMENT GRADE (1) As of December 31, 2023. 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 24 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, 2023. Any differences are a result of rounding. Retail Tenant Type (%ABR)

 

9 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 14% 12% 12% 6% 6% 6% 3% 3% 3% 2% As of December 31, 2023. (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) 88% INVESTMENT GRADE (1) 8% NOT RATED 4% SUB - INVESTMENT GRADE Ground Lease Portfolio Overview 224 Leases 11.7% of total portfolio ABR 10.5 years weighted - average lease term Top Ground Lease Tenants (% ABR)

 

10 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. FIRST EXPIRATION HIGHLIGHTS EMBEDDED VALUE WITH 159% RECAPTURE RATE Ground Lease Value Creation Chase Bank - Stockbridge, GA New Lease Rent Per Square Foot $46.54 New Lease Term 15 Years Rental Increases 10% Every 5 Years Options 3 x 5 Years x 10% Annualized Base Rent $193,083 Prior Lease Rent Per Square Foot $29.26 Remaining Lease Term (1) 0.1 years Rental Increases None Remaining Options None Remaining Annualized Base Rent $110,007 Note: Recapture rate reflects current rent per square foot vs. prior rent per square foot. (1) Reflects remaining lease term at the time the lease extension was executed.

 

Disciplined Investment Strategy & Active Portfolio Management

 

12 © 20 24 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 DEVELOPER FUNDING PLATFORM RETAILER RELATIONSHIPS

 

13 © 20 24 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

 

14 © 20 24 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 over $82 billion of opportunities since 2018 $6.8 BILLION acquired since 2018 As of December 31, 2023.

 

15 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of February 8, 2023. Store counts include both leased and owned locations and were obtained from company filings and third - pa rty sources including CS News, CSP Daily News, CT Insider, and Progressive Grocer. Table is representative and does not include all retailers. 164,000+ NET LEASE OPPORTUNITIES AND GROWING WITH BEST - IN - CLASS RETAILERS Sandbox Offers Runway for Growth Auto Parts Stores 23,500+ Farm & Rural Supply Stores 2,400+ Crafts & Novelties Stores 1,000+ Quick - Service Restaurants 32,900+ Equipment Rental Stores 1,100+ Warehouse Clubs 1,400+ Home Improvement Stores 8,600+ Consumer Electronics Stores 1,200+ Grocery Stores 10,800+ Dealerships 400+ Convenience Stores 24,000+ Off - Price Retail Stores 6,300+ Tire & Auto Service Stores 7,100+ Dollar Stores 36,300+ General Merchandise Stores 7,000+

 

16 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. ADC HAS INVESTED $8.7 BILLION IN HIGH - QUALITY RETAIL NET LEASE PROPERTIES SINCE 2010 Robust Investment Activity DEVELOPMENT & DFP (1) ACQUISITIONS Investment Activity ($ in millions) As of December 31, 2023. (1) Represents development & Developer Funding Platform (“DFP”) activity, completed or commenced. $ $295.8 $336.8 $607.0 $701.4 $1.31B $1.39B $1.59B $1.19B $38.0 $62.7 $74.4 $32.4 $43.2 $40.0 $118.5 $149.9 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2016 2017 2018 2019 2020 2021 2022 2023

 

17 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $29.7M $45.8M $67.6M $67.2M $49.4M $58.0M $45.8M $9.7M 2016 2017 2018 2019 2020 2021 2022 2023 BERLIN, NJ HOUSTON, TX PORTAGE, MI CANTON, MI FOCUSED ON NON - CORE ASSET SALES & CAPITAL RECYCLING Active Portfolio Management As of December 31, 2023. Graph is representative and does not include all dispositions. Total Dispositions 2010 - 2023: $459 million STALLINGS, NC 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 PORT ST. JOHN, FL RANCHO CORDOVA, CA MACOMB TOWNSHIP, MI OCALA, FL WYLIE, TX

 

Fortified Balance Sheet

 

© 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Leading With Our “Fortress” Balance Sheet CAPITALIZATION STATISTICS Equity Market Capitalization (2) $5.9 Billion Enterprise Value (2)(3) $8.5 Billion Total Debt to Enterprise Value 27.2% CREDIT METRICS Fixed Charge Coverage Ratio 5.0x Net Debt to Recurring EBITDA (4) 4.7x / 4.3x (5) Issuer Ratings Baa1 / BBB Ratings Outlooks Stable / Positive (6) As of December 31, 2023, unless otherwise noted. (1) Excludes $227.0 million of outstanding borrowings on the Company’s $1.0 bil lion Revolving Credit Facility as of December 31, 2023; assumes two 6 - month extension options are exercised. (2) As of February 7, 2024. (3) Enterprise value is calculated as the sum of net debt, the liquidation value of preferred equity and equity market capitalization. (4) Reflects net debt to annualized Q4 2023 recurring EBITDA. (5) Proforma for the settlement of the Company's outstanding fo rwa rd equity as of December 31, 2023. (6) As of February 9, 2024. Debt Maturities ($ in millions) SECURED UNSECURED 1 c NO MATERIAL DEBT MATURITIES UNTIL 2028 & WEIGHTED - AVERAGE DEBT MATURITY OF ALMOST 7 YEARS (1) $3 $42 $0 $50 $0 $50 $410 $450 $475 $125 $300 $300 $0 $100 $200 $300 $400 $500 $600 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 19 BH0

 

20 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $100 $100 $225 $125 $350 $650 $300 $350 $237 $229 $531 $433 $988 $1,095 $1,322 $371 $42 $175 $0 $250 $500 $750 $1,000 $1,250 $1,500 $1,750 $2,000 2016 2017 2018 2019 2020 2021 2022 2023 STRONG CAPITAL MARKETS EXECUTION HAS PROVIDED AMPLE LIQUIDITY; $8.2 BILLION OF ACTIVITY SINCE 2010 Capital Markets Track Record Reflects gross proceeds for equity and long - term debt raised through December 31, 2023. Forward equity offerings are shown in th e year they were raised, rather than settled. Capital Markets Activity ($ in millions) COMMON EQUITY UNSECURED DEBT SECURED DEBT PREFERRED EQUITY

 

21 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. (includes outstanding forward equity offerings) ADC HAS BEEN AT OR BELOW 4.5X PROFORMA NET DEBT TO RECURRING EBITDA SINCE 2018 Low Leverage = Strong Positioning As of December 31, 2023. 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 2023 Q3 2023 Q4 2023 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q4 2020 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 4.5x 3.7x 4.5x 4.1x 4.5x 4.5x 4.7x 4.3x

 

© 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $1.50 $1.70 $1.90 $2.10 $2.30 $2.50 $2.70 $2.90 $3.10 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Annual Dividends Declared Per Share 143 CONSECUTIVE COMMON DIVIDENDS PAID; AVERAGE AFFO PAYOUT RATIO OF 76% OVER PAST 10 YEARS Growing, Well - Covered Monthly Dividend As of February 7, 2024. Reflects common dividends per share declared in each year, rounded to two decimals. 22 BH0 BH1

 

23 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 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 CARE House of Oakland County, Michigan Veteran's Foundation and Leader Dogs for the Blind 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 DEDICATED TO SUSTAINABILITY AND GOOD CORPORATE CITIZENSHIP Agree Realty’s ESG Practices 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 anticipates its new headquarters will achieve LEED certification, with features including EV charging stations, motion activated lighting and high - quality building materials Executed several green leases with tenants, resulting in the achievement of Gold Level recognition from the Green Lease Leaders organization ENVIRONMENTAL PRACTICES ADC’s Board has 10 directors, eight of whom are independent; six new independent directors added since 2018 The Board recently added a third female Director, appointing Linglong He effective January 1 st 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 As of January 1, 2024.

 

24 © 20 24 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

 

25 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. APPENDIX

 

26 © 20 24 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, disruptions in the banking system and financial markets, and increased inflation 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 , 2023 , 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 .

 

27 © 20 24 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 follo wing pages. 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 impairme nt charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company conside rs 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 Recurrin g EBITDA to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alter nat ive 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 per iod presented and because it is widely followed by industry analysts, lenders and investors. Our Recurring EBITDA may not be com par able to Recurring EBITDA reported by other companies that have a different interpretation of the definition of Recurring EBITDA. Our rat io 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 Rec urr ing 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 inf orm ation in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by ot her REITs that interpret the definition differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the Anticipated Net Proceeds from Outstanding Forwards are used to pay down debt. The Company believes the proforma measure may be useful to investors in understanding the potential effect of the Anticipated Net Proceeds from Outstanding For war ds on the Company’s capital structure, 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 suc h s hares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company. 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, capit al structure and leverage. The Company defines Anticipated Net Proceeds from Outstanding Forwards as the number of shares outsta ndi ng under forward sale agreements at the end of each quarter, multiplied by the applicable forward sale price for each agreement, respectively.

 

28 © 20 24 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 FFO”), Core Funds From Operations (“Core FFO”) and Adjusted Funds From Operations (“AFFO”). ABR represents the annualized amount of contractual minimum rent required by tenant lease agreements, computed on a straight - line basis. ABR is not, and is not intended to be, a presentation in accordance with GAAP. The Company believes annualized contractual minimum rent is useful to management, inves tor s, and other interested parties in analyzing concentrations and leasing activity. FFO, Core FFO and AFFO are reconciled to the m ost directly comparable 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 control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, an d after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordan ce with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead ha ve historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real e sta te company’s operations. FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating per for mance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition. Core Funds from Operations (“Core FFO”) The Company defines Core FFO as Nareit FFO with the addback of ( i ) noncash amortization of acquisition purchase price related to above - and below - market lease intangibles and discount on assumed debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale - leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acqu ire d the substantial majority of its net - leased properties through acquisitions of properties from third parties or in connection with th e 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 presenta tio n of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use th e 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 considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or abi lit y to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity RE ITs , and therefore may not be comparable to such other REITs.

 

29 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Reconciliation of Net Debt to Recurring EBITDA Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Net Income $23,760 $30,278 $22,461 $36,830 $33,306 $36,289 $36,130 $39,577 $41,039 $41,774 $41,015 $41,657 $46,101 Interest expense, net 11,791 11,653 12,549 13,066 13,111 13,931 15,512 17,149 16,843 17,998 19,948 20,803 22,371 Income tax expense 260 1,009 485 390 517 719 698 720 723 783 709 709 709 Depreciation of rental real estate assets 13,980 15,292 16,127 17,019 18,293 19,470 21,299 23,073 24,843 26,584 28,145 29,769 31,119 Amortization of lease intangibles - in - place leases and leasing costs 5,567 6,050 6,905 7,310 8,116 8,924 10,550 11,836 12,800 13,770 14,328 15,258 15,611 Non - real estate depreciation 144 147 156 159 156 167 101 248 261 292 277 598 527 Provision for impairment 141 0 0 0 1,919 1,015 0 0 0 0 1,315 3,195 2,665 (Gain) loss on sale of assets, net (437) (3,062) (6,753) (3,470) (1,826) (2,285) 8 (2,885) (97) 0 (319) 20 (1,550) EBITDAre $55,206 $61,367 $51,930 $71,304 $73,592 $78,230 $84,298 $89,718 $96,412 $101,201 $105,418 $112,009 $117,553 Run - Rate Impact of Investment, Disposition & Leasing Activity $3,973 $4,175 $3,939 $3,491 $3,372 $4,654 $4,104 $4,217 $4,742 $4,147 $4,259 $5,207 $2,344 Amortization of above (below) market lease intangibles, net 4,333 4,756 5,260 6,615 7,654 8,178 8,311 8,374 8,474 8,611 8,711 8,293 7,481 Other expense (income) 0 0 14,614 0 0 0 0 0 0 0 0 0 0 Recurring EBITDA $63,512 $70,298 75,743 $81,410 $84,618 $91,062 $96,713 $102,309 $109,628 $113,959 $118,388 $125,509 $127,378 Annualized Recurring EBITDA $254,048 $281,192 302,972 $325,640 $338,472 $364,248 $386,852 $409,236 $438,512 $455,836 $473,552 $502,036 $509,512 Total Debt $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 $2,056,173 $2,162,949 $2,254,099 $2,431,868 Cash, cash equivalents and cash held in escrows (7,955) (7,369) (188,381) (102,808) (45,250) (25,766) (27,107) (251,514) (28,909) (12,940) (12,247) (6,387) (14,524) Net Debt $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 $2,043,233 $2,150,702 $2,247,712 $2,417,344 Net Debt to Recurring EBITDA 4.8x 4.9x 4.5x 4.4X 4.9X 5.0X 5.0x 4.0x 4.4x 4.5x 4.5x 4.5x 4.7x Anticipated Net Proceeds from Outstanding Forwards $203,211 $189,577 $258,749 $226,455 $519,183 $262,940 $475,768 $381,708 $557,364 $362,125 $202,026 $0 $235,619 Proforma Net Debt $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 $1,681,108 $1,948,676 $2,247,712 $2,181,725 Proforma Net Debt to Recurring EBITDA 4.0x 4.2x 3.6x 3.7X 3.4X 4.3X 3.8x 3.1x 3.1x 3.7x 4.1x 4.5x 4.3x

 

30 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Net Income $20,190 $18,913 $39,762 $45,797 $58,790 $58,798 $80,763 $91,972 $122,876 $153,035 $170,547 Series A Preferred Stock Dividends 0 0 0 0 0 0 0 0 (2,148) (7,437) (7,437) Net Income attributable to OP Common Unitholders $20,190 $18,913 $39,762 $45,797 $58,790 $58,798 $80,763 $91,972 $120,728 $145,598 $163,110 Depreciation of rental real estate assets $6,930 $8,362 $11,466 $15,200 $19,507 $24,553 $34,349 $48,367 $66,732 $88,685 $115,617 Amortization of lease intangibles - in - place leases and leasing costs 1,747 2,616 4,957 8,135 7,076 8,271 11,071 17,882 28,379 44,107 58,967 Provision for impairment 450 3,020 0 0 0 2,319 1,609 4,137 1,919 1,015 7,175 (Gain) loss on sale or involuntary conversion of assets, net (946) 405 (12,135) (9,964) (14,193) (11,180) (13,306) (8,004) (15,111) (5,258) (1,849) Funds from Operations - OP Common Unitholders $28,370 $33,316 $44,050 $59,168 $71,180 $82,761 $114,486 $154,354 $202,647 $274,147 $343,020 Loss on extinguishment of debt & settlement of related hedges $0 $0 $0 $0 $0 $0 $0 $0 $14,614 $0 $0 Amortization of above (below) market lease intangibles 0 0 0 0 5,091 10,668 13,501 15,885 24,284 33,563 33,430 Core Funds from Operations - OP Common Unitholders $28,370 $33,316 $44,050 $59,168 $76,271 $93,429 $127,987 $170,239 $241,545 $307,710 $376,450 Straight - line accrued rent ($1,148) ($1,416) ($2,450) ($3,582) ($3,548) ($4,648) ($7,093) ($7,818) ($11,857) ($13,176) ($12,142) Stock based compensation expense 1,813 1,987 1,992 2,441 2,589 3,227 4,106 4,995 5,467 6,464 8,338 Amortization of financing costs 326 398 494 516 574 578 706 826 1,197 3,141 4,403 Loss on extinguishment of debt 0 0 180 333 0 0 0 0 0 0 0 Non - real estate depreciation 67 123 62 72 78 146 283 509 618 778 1,693 Other (463) (463) (463) (541) (230) 0 (475) 0 0 0 0 Adjusted Funds from Operations - OP Common Unitholders $28,964 $33,945 $43,865 $58,407 $75,734 $92,732 $125,514 $168,751 $236,970 $304,917 $378,742 FFO Per Common Share and OP Unit - Diluted $2.10 $2.18 $2.39 $2.54 $2.54 $2.53 $2.75 $2.93 $3.00 $3.45 $3.58 Core FFO Per Common Share and OP Unit - Diluted $2.10 $2.18 $2.39 $2.54 $2.72 $2.85 $3.08 $3.23 $3.58 $3.87 $3.93 Adjusted FFO Per Common Share and OP Unit - Diluted $2.14 $2.22 $2.38 $2.51 $2.70 $2.83 $3.02 $3.20 $3.51 $3.83 $3.95 Weighted Average Number of Common Shares and OP Units Outstanding - Diluted 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 95,785,031 Reconciliation of Net Income to FFO, Core FFO and AFFO Note: The Company began reporting Core FFO in 2018.

 

31 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. CONTACT PETER COUGHENOUR Chief Financial Officer (248) 737 - 4190 [email protected]