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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): May 4, 2023

 

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.)

   

70 E. Long Lake Road

Bloomfield Hills, MI

(Address of principal executive offices)

48304

(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 May 4, 2023, Agree Realty Corporation (the “Company”) issued a press release describing its results of operations for the first quarter ended March 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 May 4, 2023, reporting the Company’s results of operations for the first quarter ended March 31, 2023.
99.2 May 2023 Investor Presentation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AGREE REALTY CORPORATION
     
     

 

By: /s/ Peter Coughenour
    Name:  Peter Coughenour
    Title:    Chief Financial Officer and Secretary

 

Date: May 4, 2023

 

 

EX-99.1 2 tm2311829d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 70 E. Long Lake Rd.

Bloomfield Hills, MI 48304

www.agreerealty.com

 

 

FOR IMMEDIATE RELEASE

 

Agree Realty Corporation Reports First Quarter 2023 Results

Increases 2023 Acquisition Guidance to At Least $1.2 Billion

 

Bloomfield Hills, MI, May 4, 2023 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended March 31, 2023. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

 

First Quarter 2023 Financial and Operating Highlights:

 

§ Invested approximately $314 million in 95 retail net lease properties
§ Commenced five development or Partner Capital Solutions (“PCS”) projects representing total committed capital of over $19 million
§ Net Income per share attributable to common stockholders decreased 8.6% to $0.44
§ Core Funds from Operations (“Core FFO”) per share increased 0.6% to $0.98
§ Adjusted Funds from Operations (“AFFO”) per share increased 1.5% to $0.98
§ Declared an April monthly dividend of $0.243 per common share, a 3.8% year-over-year increase
§ Settled 2,945,000 shares of outstanding forward equity for net proceeds of approximately $195 million
§ Balance sheet positioned for growth at 3.7 times proforma net debt to recurring EBITDA; 4.5 times excluding unsettled forward equity

 

Financial Results

 

Net Income Attributable to Common Stockholders

 

Net Income for the three months ended March 31, 2023 increased 16.1% to $39.8 million, compared to $34.3 million for the comparable period in 2022. Net Income per share for the three months ended March 31, 2023 decreased 8.6% to $0.44, compared to $0.48 per share for the comparable period in 2022.

 

Core FFO

 

Core FFO for the three months ended March 31, 2023 increased 27.6% to $89.0 million, compared to Core FFO of $69.7 million for the comparable period in 2022. Core FFO per share for the three months ended March 31, 2023 increased 0.6% to $0.98, compared to Core FFO per share of $0.97 for the comparable period in 2022.

 

AFFO

 

AFFO for the three months ended March 31, 2023 increased 28.7% to $89.1 million, compared to AFFO of $69.2 million for the comparable period in 2022. AFFO per share for the three months ended March 31, 2023 increased 1.5% to $0.98, compared to AFFO per share of $0.97 for the comparable period in 2022.

 

Dividend

 

In the first quarter, the Company declared monthly cash dividends of $0.240 per common share for each of January, February and March 2023. The monthly dividends during the first quarter reflected an annualized dividend amount of $2.880 per common share, representing a 5.7% increase over the annualized dividend amount of $2.724 per common share from the first quarter of 2022. The dividends represent payout ratios of approximately 74% of Core FFO per share and 73% of AFFO per share, respectively.

 

1


 

Subsequent to quarter end, the Company declared a monthly cash dividend of $0.243 per common share for April 2023. The monthly dividend reflects an annualized dividend amount of $2.916 per common share, representing a 3.8% increase over the annualized dividend amount of $2.808 per common share from the second quarter of 2022. The April dividend is payable May 12, 2023 to stockholders of record at the close of business on April 28, 2023.

 

Additionally, subsequent to quarter end, the Company declared a monthly cash dividend on its 4.25% Series A Cumulative Redeemable Preferred Stock of $0.08854 per depositary share, which is equivalent to $1.0625 per annum. The dividend was paid on May 1, 2023 to stockholders of record at the close of business on April 24, 2023.

 

CEO Comments

 

“We are very pleased with our strong start to the year as we stayed disciplined in our investment strategy and now have visibility into at least $1.2 billion acquired for the year,” said Joey Agree, President and Chief Executive Officer. “Our balance sheet remains in a fortified position with more than $360 million of forward equity and over $800 million of capacity on our revolving credit facility at quarter end.”

 

Portfolio Update

 

As of March 31, 2023, the Company’s portfolio consisted of 1,908 properties located in all 48 continental states and contained approximately 40.1 million square feet of gross leasable area.

 

At quarter end, the portfolio was 99.7% leased, had a weighted-average remaining lease term of approximately 8.8 years, and generated 68.0% of annualized base rents from investment grade retail tenants.

 

Ground Lease Portfolio

 

During the first quarter, the Company acquired two ground leases for an aggregate purchase price of approximately $18.9 million, representing 6.5% of annualized base rents acquired.

 

As of March 31, 2023, the Company’s ground lease portfolio consisted of 208 leases located in 32 states and totaled approximately 5.6 million square feet of gross leasable area. Properties ground leased to tenants represented 12.1% of annualized base rents.

 

At quarter end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 11.1 years, and generated 87.0% of annualized base rents from investment grade retail tenants.

 

Acquisitions

 

Total acquisition volume for the first quarter was approximately $302.3 million and included 66 properties net leased to leading retailers operating in sectors including tire and auto service, home improvement, grocery stores, auto parts, dollar stores, and farm and rural supply. The properties are located in 24 states and leased to tenants operating in 16 sectors.

 

The properties were acquired at a weighted-average capitalization rate of 6.7% and had a weighted-average remaining lease term of approximately 13.1 years. Approximately 74.9% of annualized base rents acquired were generated from investment grade retail tenants.

 

The Company’s outlook for acquisition volume for the full-year 2023 has been increased to at least $1.2 billion, from at least $1.0 billion previously.

 

2


 

Development and PCS

 

During the first quarter, the Company commenced five development and PCS projects, with total anticipated costs of approximately $19.3 million. Construction continued during the quarter on 21 projects with anticipated costs totaling approximately $85.9 million. The Company completed three projects during the quarter, which included Gerber Collision developments in Murrieta, California as well as Ocala and Venice, Florida.

 

For the three months ended March 31, 2023, the Company had 29 development or PCS projects completed or under construction. Anticipated total costs are approximately $115.4 million, including $59.1 million of costs incurred as of quarter end.

 

The following table presents the Company's 29 development or PCS projects as of March 31, 2023:

 

Tenant   Location    Lease
Structure
   Lease
Term
   Actual or
Anticipated Rent
Commencement
  Status
Gerber Collision   Murrieta, CA   Build-to-Suit   15 years   Q1 2023   Complete
Gerber Collision   Ocala, FL   Build-to-Suit   15 years   Q1 2023   Complete
Gerber Collision   Venice, FL   Build-to-Suit   15 years   Q1 2023   Complete
Gerber Collision   Fort Wayne, IN   Build-to-Suit   15 years   Q2 2023   Under Construction
Gerber Collision   Johnson City, NY   Build-to-Suit   15 years   Q2 2023   Under Construction
Gerber Collision   Joplin, MO   Build-to-Suit   15 years   Q2 2023   Under Construction
Gerber Collision   Lake Charles, LA   Build-to-Suit   15 years   Q2 2023   Under Construction
Gerber Collision   Lake Park, FL   Build-to-Suit   15 years   Q2 2023   Under Construction
Gerber Collision   Springfield, MO   Build-to-Suit   15 years   Q2 2023   Under Construction
Gerber Collision   Toledo, OH   Build-to-Suit   15 years   Q2 2023   Under Construction
Gerber Collision   Winterville, NC   Build-to-Suit   15 years   Q2 2023   Under Construction
Gerber Collision   Woodstock, IL   Build-to-Suit   15 years   Q2 2023   Under Construction
HomeGoods   South Elgin, IL   Build-to-Suit   10 years   Q2 2023   Under Construction
Old Navy   Searcy, AR   Build-to-Suit   7 years   Q2 2023   Under Construction
Sunbelt Rentals   St. Louis, MO   Build-to-Suit   7 years   Q2 2023   Under Construction
Gerber Collision   Blue Springs, MO   Build-to-Suit   15 years   Q3 2023   Under Construction
Gerber Collision   Huntley, IL   Build-to-Suit   15 years   Q3 2023   Under Construction
Five Below   Onalaska, WI   Build-to-Suit   10 years   Q3 2023   Under Construction
HomeGoods   Onalaska, WI   Build-to-Suit   10 years   Q3 2023   Under Construction
Sierra Trading Post   Onalaska, WI   Build-to-Suit   10 years   Q3 2023   Under Construction
TJ Maxx   Onalaska, WI   Build-to-Suit   10 years   Q3 2023   Under Construction
Ulta Beauty   Onalaska, WI   Build-to-Suit   11 years   Q3 2023   Under Construction
Sunbelt Rentals   Wentzville, MO   Build-to-Suit   12 years   Q3 2023   Under Construction
Burlington   Brenham, TX   Build-to-Suit   10 years   Q4 2023   Under Construction
Ulta Beauty   Brenham, TX   Build-to-Suit   10 years   Q4 2023   Under Construction
Gerber Collision   Lawrence, PA   Build-to-Suit   15 years   Q4 2023   Under Construction
Gerber Collision   McDonough, GA   Build-to-Suit   15 years   Q4 2023   Under Construction
Gerber Collision   Muskegon, MI   Build-to-Suit   15 years   Q4 2023   Under Construction
Gerber Collision   Odessa, FL   Build-to-Suit   15 years   Q4 2023   Under Construction
Gerber Collision   Peachtree, GA   Build-to-Suit   15 years   Q4 2023   Under Construction
Gerber Collision   Warner Robbins, NC   Build-to-Suit   15 years   Q4 2023   Under Construction
Gerber Collision   Yorkville, IL   Build-to-Suit   15 years   Q4 2023   Under Construction
Sunbelt Rentals   Ashwaubenon, WI   Build-to-Suit   12 years   Q4 2023   Under Construction
Sunbelt Rentals   Broken Arrow, OK   Build-to-Suit   12 years   Q4 2023   Under Construction

 

3


 

Leasing Activity and Expirations

 

During the first quarter, the Company executed new leases, extensions or options on approximately 511,000 square feet of gross leasable area throughout the existing portfolio.

 

As of March 31, 2023, the Company’s 2023 lease maturities represented 0.8% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of March 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
 
2023     16       3,722       0.8 %     389       1.0 %
2024     47       12,556       2.6 %     1,485       3.7 %
2025     71       17,584       3.6 %     1,688       4.2 %
2026     115       25,074       5.1 %     2,656       6.6 %
2027     134       31,014       6.3 %     2,906       7.3 %
2028     157       39,842       8.1 %     3,686       9.2 %
2029     164       47,324       9.6 %     4,536       11.3 %
2030     255       52,457       10.7 %     4,001       10.0 %
2031     170       39,571       8.0 %     2,901       7.2 %
2032     205       40,163       8.2 %     3,155       7.9 %
Thereafter     729       182,764       37.0 %     12,638       31.6 %
Total Portfolio     2,063     $ 492,071       100.0 %     40,041       100.0 %

 

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of March 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 March 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.

 

4


 

Top Tenants

 

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

 

Tenant   Annualized
Base Rent(1)
   

Percent of

Annualized Base Rent

 
Walmart   $ 32,638       6.6 %
Dollar General     23,750       4.8 %
Tractor Supply     21,809       4.4 %
Best Buy     19,515       4.0 %
Kroger     16,315       3.3 %
Dollar Tree     15,885       3.2 %
TJX Companies     14,377       2.9 %
O'Reilly Auto Parts     14,315       2.9 %
CVS     14,118       2.9 %
Hobby Lobby     12,495       2.5 %
Lowe's     12,210       2.5 %
Burlington     11,408       2.3 %
Sherwin-Williams     10,850       2.2 %
Sunbelt Rentals     10,492       2.1 %
Wawa     9,668       2.0 %
Home Depot     8,880       1.8 %
TBC Corporation     8,609       1.7 %
Gerber Collision     8,540       1.7 %
AutoZone     7,747       1.6 %
Goodyear     7,522       1.5 %
Other(2)     210,928       43.1 %
Total Portfolio   $ 492,071       100.0 %

 

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

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

 

5


 

Retail Sectors

 

The following table presents annualized base rents for all the Company’s retail sectors as of March 31, 2023:

 

Sector   Annualized
Base Rent(1)
   

Percent of
Annualized Base Rent

 
Grocery Stores   $ 51,743       10.5 %
Home Improvement     45,176       9.2 %
Tire and Auto Service     43,134       8.8 %
Dollar Stores     38,170       7.8 %
Convenience Stores     36,032       7.3 %
General Merchandise     31,092       6.3 %
Off-Price Retail     28,944       5.9 %
Auto Parts     27,992       5.7 %
Farm and Rural Supply     23,537       4.8 %
Consumer Electronics     21,724       4.4 %
Pharmacy     20,853       4.2 %
Crafts and Novelties     14,773       3.0 %
Discount Stores     11,842       2.4 %
Equipment Rental     10,818       2.2 %
Warehouse Clubs     10,197       2.1 %
Health Services     9,659       2.0 %
Health and Fitness     8,083       1.6 %
Restaurants - Quick Service     7,931       1.6 %
Dealerships     6,506       1.3 %
Specialty Retail     6,501       1.3 %
Restaurants - Casual Dining     5,243       1.1 %
Sporting Goods     4,939       1.0 %
Home Furnishings     4,898       1.0 %
Financial Services     4,618       0.9 %
Theaters     3,848       0.8 %
Pet Supplies     3,402       0.7 %
Beauty and Cosmetics     2,338       0.5 %
Entertainment Retail     2,323       0.5 %
Shoes     2,206       0.4 %
Apparel     1,574       0.3 %
Miscellaneous     1,180       0.2 %
Office Supplies     795       0.2 %
Total Portfolio   $ 492,071       100.0 %

 

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

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

 

6


 

Geographic Diversification

 

The following table presents annualized base rents for all states that represent 2.5% or greater of the Company’s total annualized base rent as of March 31, 2023:

 

State   Annualized
Base Rent(1)
   

Percent of

Annualized Base Rent

 
Texas   $ 36,244       7.4 %
Florida     27,743       5.6 %
Ohio     27,705       5.6 %
Michigan     27,173       5.5 %
Illinois     26,435       5.4 %
North Carolina     25,100       5.1 %
Pennsylvania     23,909       4.9 %
New Jersey     22,203       4.5 %
California     21,371       4.3 %
New York     19,231       3.9 %
Georgia     17,837       3.6 %
Wisconsin     14,871       3.0 %
Virginia     14,565       3.0 %
Missouri     12,770       2.6 %
Connecticut     12,618       2.6 %
Other(2)     162,296       33.0 %
Total Portfolio   $ 492,071       100.0 %

 

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

(1) Refer to footnote 1 on page 4 for the Company’s definition of Annualized Base Rent.
(2) Includes states generating less than 2.5% of Annualized Base Rent.

 

7


 

Capital Markets, Liquidity and Balance Sheet

 

Capital Markets

 

During the first quarter, the Company settled approximately 2.9 million shares under existing forward sale agreements for net proceeds of $195.2 million. At quarter end, the Company had approximately 5.3 million shares remaining to be settled under existing forward sale agreements, which are anticipated to raise net proceeds of $362.1 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.

 

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

 

Forward Equity

Offerings

  Shares Sold     Shares
Settled
    Shares
Remaining
    Net
Proceeds
Received
    Anticipated
Net
Proceeds
Remaining
 
September 2022 Forward Offering     5,750,000       4,545,000       1,205,000     $ 301,350,417     $ 79,582,056  
Q4 2022 ATM Forward Offerings     4,104,641       -       4,104,641     $ -     $ 282,543,245  
Total Forward Equity Offerings     9,854,641       4,545,000       5,309,641     $ 301,350,417     $ 362,125,301  

 

Liquidity

 

As of March 31, 2023, the Company had total liquidity of approximately $1.2 billion, which includes $804.0 million of availability under its revolving credit facility, $362.1 million of outstanding forward equity, and $12.9 million of cash on hand.

 

Balance Sheet

 

As of March 31, 2023, the Company’s net debt to recurring EBITDA was 4.5 times. The Company’s proforma net debt to recurring EBITDA was 3.7 times when deducting the $362.1 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $2.0 billion as of March 31, 2023. The Company’s fixed charge coverage ratio was 5.1 times as of the end of the first quarter.

 

The Company’s total debt to enterprise value was 23.8% as of March 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 months ended March 31, 2023, the Company's fully diluted weighted-average shares outstanding were 90.5 million. The basic weighted-average shares outstanding for the three months ended March 31, 2023 were 90.0 million.

 

For the three months ended March 31, 2023, the Company's fully diluted weighted-average shares and units outstanding were 90.9 million. The basic weighted-average shares and units outstanding for the three months ended March 31, 2023 were 90.4 million.

 

The Company’s assets are held by, and its operations are conducted through, the Operating Partnership, of which the Company is the sole general partner. As of March 31, 2023, there were 347,619 Operating Partnership common units outstanding and the Company held a 99.6% common interest in the Operating Partnership.

 

8


 

Conference Call/Webcast

 

The Company will host its quarterly analyst and investor conference call on Friday, May 5, 2023 at 9:00 AM ET. To participate in the conference call, please dial (866) 363-3979 approximately ten minutes before the call begins.

 

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

 

About Agree Realty Corporation

 

Agree Realty Corporation is a publicly traded real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants. As of March 31, 2023, the Company owned and operated a portfolio of 1,908 properties, located in all 48 continental states and containing approximately 40.1 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information on the Company and 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, the current pandemic of the novel coronavirus, or COVID-19, 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 and COVID-19. 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.

  

9


 

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

 

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

 

###

 

Contact:

 

Peter Coughenour

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190

 

10


 

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

 

    March 31, 2023     December 31, 2022  
Assets:                
Real Estate Investments:                
Land   $ 2,005,606     $ 1,941,599  
Buildings     4,281,164       4,054,679  
Accumulated depreciation     (347,778 )     (321,142 )
Property under development     73,123       65,932  
Net real estate investments     6,012,115       5,741,068  
Cash and cash equivalents     11,809       27,763  
Cash held in escrows     1,131       1,146  
Accounts receivable - tenants, net     71,089       65,841  
Lease Intangibles, net of accumulated amortization of $286,748 and $263,011 at March 31, 2023 and December 31, 2022, respectively     803,654       799,448  
Other assets, net     86,629       77,923  
Total Assets   $ 6,986,427     $ 6,713,189  
                 
Liabilities:                
Mortgage notes payable, net   $ 47,842     $ 47,971  
Senior unsecured notes, net     1,792,611       1,792,047  
Unsecured revolving credit facility     196,000       100,000  
Dividends and distributions payable     23,071       22,345  
Accounts payable, accrued expenses and other liabilities     92,733       83,722  
Lease intangibles, net of accumulated amortization of $37,494 and $35,992 at March 31, 2023 and December 31, 2022, respectively     36,326       36,714  
Total Liabilities   $ 2,188,583     $ 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 March 31, 2022 and December 31, 2021     175,000       175,000  
Common stock, $.0001 par value, 180,000,000 shares authorized, 93,198,079 and 90,173,424 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively     9       9  
Additional paid-in-capital     4,852,927       4,658,570  
Dividends in excess of net income     (254,316 )     (228,132 )
Accumulated other comprehensive income (loss)     22,924       23,551  
Total Equity - Agree Realty Corporation   $ 4,796,544     $ 4,628,998  
Non-controlling interest     1,300       1,392  
Total Equity   $ 4,797,844     $ 4,630,390  
Total Liabilities and Equity   $ 6,986,427     $ 6,713,189  

 

11


 

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

 

    Three months ended
March 31,
 
    2023     2022  
Revenues            
Rental Income   $ 126,609     $ 98,312  
Other     9       30  
Total Revenues   $ 126,618     $ 98,342  
                 
Operating Expenses                
Real estate taxes   $ 9,432     $ 7,611  
Property operating expenses     6,782       4,477  
Land lease expense     430       402  
General and administrative     8,821       7,622  
Depreciation and amortization     40,646       28,561  
Provision for impairment     -       1,015  
Total Operating Expenses   $ 66,111     $ 49,688  
                 
Gain (loss) on sale of assets, net     -       2,310  
Gain (loss) on involuntary conversion, net     -       (25 )
                 
Income from Operations   $ 60,507     $ 50,939  
                 
Other (Expense) Income                
Interest expense, net   $ (17,998 )   $ (13,931 )
Income tax (expense) benefit     (783 )     (719 )
Other (expense) income     48       -  
                 
Net Income   $ 41,774     $ 36,289  
                 
Less net income attributable to non-controlling interest     160       176  
                 
Net Income Attributable to Agree Realty Corporation   $ 41,614     $ 36,113  
                 
Less Series A Preferred Stock Dividends     1,859       1,859  
                 
Net Income Attributable to Common Stockholders   $ 39,755     $ 34,254  
                 
Net Income Per Share Attributable to Common Stockholders                
Basic   $ 0.44     $ 0.48  
Diluted   $ 0.44     $ 0.48  
                 
Other Comprehensive Income                
Net Income   $ 41,774     $ 36,289  
Amortization of interest rate swaps     (629 )     82  
Change in fair value and settlement of interest rate swaps     -       20,581  
Total Comprehensive Income (Loss)     41,145       56,952  
Less comprehensive income attributable to non-controlling interest     158       276  
Comprehensive Income Attributable to Agree Realty Corporation   $ 40,987     $ 56,676  
                 
Weighted Average Number of Common Shares Outstanding - Basic     90,028,255       71,228,930  
Weighted Average Number of Common Shares Outstanding - Diluted     90,548,172       71,336,103  

 

12


 

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

 

    Three months ended March 31,  
    2023     2022  
Net Income   $ 41,774     $ 36,289  
Less Series A Preferred Stock Dividends     1,859       1,859  
Net Income attributable to OP Common Unitholders     39,915       34,430  
Depreciation of rental real estate assets     26,584       19,470  
Amortization of lease intangibles - in-place leases and leasing costs     13,770       8,924  
Provision for impairment     -       1,015  
(Gain) loss on sale or involuntary conversion of assets, net     -       (2,285 )
Funds from Operations - OP Common Unitholders   $ 80,269     $ 61,554  
Amortization of above (below) market lease
intangibles, net and assumed mortgage debt discount, net
    8,695       8,178  
Core Funds from Operations - OP Common Unitholders   $ 88,964     $ 69,732  
Straight-line accrued rent     (3,039 )     (3,135 )
Stock based compensation expense     1,831       1,635  
Amortization of financing costs and original issue discounts     1,029       788  
Non-real estate depreciation     292       167  
Adjusted Funds from Operations - OP Common Unitholders   $ 89,077     $ 69,187  
                 
Funds from Operations Per Common Share and OP Unit - Basic   $ 0.89     $ 0.86  
Funds from Operations Per Common Share and OP Unit - Diluted   $ 0.88     $ 0.86  
                 
Core Funds from Operations Per Common Share and OP Unit - Basic   $ 0.98     $ 0.97  
Core Funds from Operations Per Common Share and OP Unit - Diluted   $ 0.98     $ 0.97  
                 
Adjusted Funds from Operations Per Common Share and OP Unit - Basic   $ 0.99     $ 0.97  
Adjusted Funds from Operations Per Common Share and OP Unit - Diluted   $ 0.98     $ 0.97  
                 
Weighted Average Number of Common Shares and OP Units Outstanding - Basic     90,375,874       71,576,549  
Weighted Average Number of Common Shares and OP Units Outstanding - Diluted     90,895,791       71,683,722  
                 
Additional supplemental disclosure                
Scheduled principal repayments   $ 221     $ 208  
Capitalized interest     539       112  
Capitalized building improvements     702       1,100  

 

Non-GAAP Financial Measures

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

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

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

 

13


 

Agree Realty Corporation
Reconciliation of Net Debt to Recurring EBITDA
($ in thousands, except share and per-share data)
(Unaudited)

 

    Three months ended
March 31,
 
    2023  
Net Income   $ 41,774  
Interest expense, net     17,998  
Income tax expense     783  
Depreciation of rental real estate assets     26,584  
Amortization of lease intangibles - in-place leases and leasing costs     13,770  
Non-real estate depreciation     292  
EBITDAre   $ 101,201  
         
Run-Rate Impact of Investment, Disposition and Leasing Activity   $ 4,147  
Amortization of above (below) market lease intangibles, net     8,611  
Recurring EBITDA   $ 113,959  
         
Annualized Recurring EBITDA   $ 455,836  
         
Total Debt   $ 2,056,173  
Cash, cash equivalents and cash held in escrows     (12,940 )
Net Debt   $ 2,043,233  
         
Net Debt to Recurring EBITDA     4.5 x
         
Net Debt   $ 2,043,233  
Anticipated Net Proceeds from September 2022 Forward Offering     (79,582 )
Anticipated Net Proceeds from ATM Forward Offerings     (282,543 )
Proforma Net Debt   $ 1,681,108  
         
Proforma Net Debt to Recurring EBITDA     3.7 x

 

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 less cash, cash equivalents and cash held in escrows. The Company considers the non-GAAP measure of Net Debt to be a key supplemental measure of the Company's overall liquidity, capital structure and leverage. The Company considers Net Debt a key supplemental measure because it provides industry analysts, lenders and investors useful information in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by other REITs that interpret the definition differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the net proceeds of the Forward Offerings (see below) are used to pay down debt. The Company believes the proforma measure may be useful to investors in understanding the potential effect of the Forward Offerings on the Company’s capital structure, its future borrowing capacity, and its ability to service its debt.

Forward Offerings
In September 2022, the Company commenced an underwritten public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase additional shares, in connection with forward sale agreements. To date, the Company has settled 4,545,000 shares and received net proceeds of approximately $301.4 million. The 1,205,000 shares remaining under the September 2022 Forward Offering are anticipated to raise net proceeds of approximately $79.6 million based on the applicable forward sale price as of March 31, 2023. The Company is contractually obligated to settle the offering by September 2023. In addition, the Company has 4,104,641 shares remaining to be settled under the ATM Forward Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $282.5 million based on the applicable forward sale prices as of March 31, 2023. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the ATM Forward Offerings by certain dates between November 2023 and December 2023.

 

14


 

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

 

    Three months ended March 31,  
    2023     2022  
Rental Income Source(1)                
Minimum rents(2)   $ 115,790     $ 91,441  
Percentage rents(2)     1,246       635  
Operating cost reimbursement(2)     15,145       11,279  
Straight-line rental adjustments(3)     3,039       3,135  
Amortization of (above) below market lease intangibles(4)     (8,611 )     (8,178 )
Total Rental Income   $ 126,609     $ 98,312  

 

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

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

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

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

 

15

 

EX-99.2 3 tm2311829d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

MAY 2023

 


1 © 20 23 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 $ 8.6 billion (1) retail net lease REIT headquartered in Bloomfield Hills, Michigan 1,908 retail properties totaling approximately 40 million square feet in all 48 continental states Investment grade issuer ratings of Baa1 from Moody’s and BBB from S&P RE THINK RETAIL Capitalize on distinct market positioning in the retail net lease space Focus on 21 st century industry - leading retailers through our three unique external growth platforms Leverage our real estate acumen and relationships to identify superior risk - adjusted opportunities Maintain a conservative and flexible capital structure that enables our growth trajectory Provide consistent, high - quality earnings growth and a well - covered, growing dividend As of March 31, 2023 , unless otherwise noted. (1) As of May 1, 2023 .

 


2 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. RE THINKING RETAIL 3 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. consistency noun steadfast adherence to the same principles, course, or form [ kuh   n - sis - tuh   n - see ]

 


 


4 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Approximately 5.3 million shares of outstanding forward equity available at quarter end for net proceeds of over $362 million As of March 31, 2023, unless otherwise noted. (1) Reflects increased full - year 2023 acquisition guidance provided by the Company on May 4, 2023. (2) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade. (3) Proforma for the settlement of the Company’s outstanding forward equity as of March 31, 2 023 . (4) Declared by the Company on April 13, 2023. Recent Highlights Declared a monthly cash dividend of $ 0.243 per common share for April , representing a 3.8 % year - over - year increase (4) Acquired $302 million of high - quality retail net lease assets in Q1 2023 at a weighted - average cap rate of 6.7% Fortress - like balance sheet with approximately $1.2 billion of total liquidity as of March 31 st (3) Ground lease portfolio represents 12.1% of annualized base rents as of March 31 st Settled approximately 2.9 million shares of outstanding forward equity during Q1 2023 for net proceeds of approximately $195 million 29 development or PCS projects completed or under construction for more than $115 million as of March 31 st 74.9% of base rents acquired in Q1 2023 derived from investment grade retailers (2) 3.7x Proforma Net Debt to Recurring EBITDA as of March 31 st(3) Properties acquired in Q1 2023 had a weighted - average lease term of approximately 13.1 years, the highest in five years Increased full - year 2023 acquisition guidance to at least $1.2 billion of high - quality retail net lease assets (1)

 


 


The Country’s Leading Retail Portfolio 6 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TENANT / CONCEPT ANNUALIZED BASE RENT % OF TOTAL $32.6 6.6% 23.8 4.8% 21.8 4.4% 19.5 4.0% 16.3 3.3% 15.9 3.2% 14.4 2.9% 14.3 2.9% 14.1 2.9% 12.5 2.5% 12.2 2.5% 11.4 2.3% 10.9 2.2% 10.5 2.1% 9.7 2.0% 8.9 1.8% 8.6 1.7% 8.5 1.7% 7.7 1.6% 7.5 1.5% Other 210.9 43.1% Total $492.1 100.0% Agree Realty Snapshot TENANT SECTOR ANNUALIZED BASE RENT % OF TOTAL Grocery Stores $51.7 10.5% Home Improvement 45.2 9.2% Tire & Auto Service 43.1 8.8% Dollar Stores 38.2 7.8% Convenience Stores 36.0 7.3% General Merchandise 31.1 6.3% Off - Price Retail 28.9 5.9% Auto Parts 28.0 5.7% Farm & Rural Supply 23.5 4.8% Consumer Electronics 21.7 4.4% Other 144.7 29.3% Total $492.1 100.0% Share Price (1) $67.41 Equity Market Capitalization (1)(2) $6.3 Billion Property Count 1,908 properties Net Debt to EBITDA 4.5x / 3.7x (3) Investment Grade % (4) 68.0% Company Overview Tenants ($ in millions) Retail Sectors ($ in millions) As of March 31, 2023, unless otherwise noted. Any differences are a result of rounding. (1) As of May 1, 2023. (2) Reflects c omm on shares and OP units outstanding multiplied by the closing price as of May 1, 2023. (3) Proforma for the settlement of the Company’s outstanding forward equity as of March 31, 2023. (4) Refer to footnote 1 on slide 7 for the Company’s definition of Investment Grade.

 


7 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. BEST - IN - CLASS RETAILERS WITH CONSERVATIVE BALANCE SHEETS Strong Investment Grade Portfolio 16% SUB - INVESTMENT GRADE 16% NOT RATED 68% INVESTMENT GRADE (1) As of March 31, 2023. Any differences are a result of rounding. (1) Based on ABR derived from tenants, or parent entities the reo f, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings, or the National Association of Insurance Commissioners. Retail Credit Type (%ABR)

 


8 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. INDUSTRY - LEADERS OPERATING IN E - COMMERCE RESISTANT SECTORS National and Super - Regional Retailers 1% FRANCHISE 12% SUPER - REGIONAL 87% NATIONAL As of March 31, 2023. Any differences are a result of rounding. Retail Tenant Type (%ABR)

 


9 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 13% 13% 12% 7% 7% 6% 4% 3% 2% As of March 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) 87% INVESTMENT GRADE (1) 9% NOT RATED 4% SUB - INVESTMENT GRADE Ground Lease Portfolio Overview 208 Leases 12.1% of total portfolio ABR 11.1 years weighted - average lease term Top Ground Lease Tenants (% ABR) 2% 10 © 20 23 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 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL.

 


Engage in consistent dialogue to understand store performance and tenant sustainability Leverage relationships to identify the best risk - adjusted opportunities Our Investment Strategy Agree leverages its three distinct investment platforms to target industry - leading retailers in e - commerce and recession resistant sectors THREE - PRONGED GROWTH STRATEGY COMPREHENSIVE REAL ESTATE SOLUTIONS FOR LEADING RETAILERS ACQUISITIONS DEVELOPMENT PARTNER CAPITAL SOLUTIONS RETAILER RELATIONSHIPS 13 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. What Has ADC Been Investing In? The retail landscape continues to dynamically evolve as market forces cause disruption and change. To mitigate risk in a period of continued disruption, the Company adheres to a number of investment criteria, with a focus on four core principles : Focus on leading operators that have matured in omni - channel structure or those in e - commerce resistant sectors OMNI - CHANNEL CRITICAL (E - COMMERCE RESISTANCE) Emphasize a balanced portfolio with exposure to counter - cyclical sectors and retailers with strong credit profiles RECESSION RESISTANCE Strong emphasis on leading operators with strong balance sheets and avoidance of private equity sponsored retailers AVOIDANCE OF PRIVATE EQUITY SPONSORSHIP Protects against unforeseen changes to our top - down investment philosophy STRONG REAL ESTATE FUNDAMENTALS & FUNGIBLE BUILDINGS 14 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TOP - DOWN FOCUS ON LEADING RETAILERS IN THE U.S. PAIRED WITH A BOTTOMS - UP REAL ESTATE ANALYSIS Large & Fragmented Opportunity Set REAL ESTATE FUNDAMENTALS • Rents ≤ market • Fungibility of building MARKET RENTS • Limited competition • Strong market presence COMPETITION • Access • Visibility • Demographics • Major retail corridor • Strong traffic drivers RETAIL SYNERGY ADC reviewed $60 billion of opportunities since 2018 $5.9 BILLION acquired since 2018 As of March 31, 2023.

 


 


15 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of May 1, 2023. Store counts obtained from company filings and third - party sources including Chain Storeage , Convenience Store News, Deseret News, Insider, National Retail News, and Progressive Grocer. 162,000 NET LEASE OPPORTUNITIES AND GROWING WITH BEST - IN - CLASS RETAILERS Sandbox Offers Runway for Growth Auto Parts Stores 23,200+ Farm & Rural Supply Stores 2,300+ Crafts & Novelties Stores 900+ Quick - Service Restaurants 32,100+ Equipment Rental Stores 1,000+ Warehouse Clubs 1,400+ Home Improvement Stores 9,200+ Consumer Electronics Stores 1,200+ Grocery Stores 10,700+ Dealerships 200+ Convenience Stores 24,100+ Off - Price Retail Stores 6,100+ Tire & Auto Service Stores 7,000+ Dollar Stores 35,400+ General Merchandise Stores 7,100+ 16 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $220.1 $295.8 $336.8 $607.0 $701.4 $1.31B $1.39B $1.59B $14.9 $38.0 $62.7 $74.4 $32.4 $43.2 $40.0 $118.5 0 100 200 300 400 500 600 700 800 900 1,000 1,100 1,200 1,300 1,400 1,500 1,600 1,700 1,800 1,900 2015 2016 2017 2018 2019 2020 2021 2022 ADC HAS INVESTED $7.6 BILLION IN HIGH - QUALITY RETAIL NET LEASE PROPERTIES SINCE 2010 Robust Investment Activity DEVELOPMENT & PCS (1) ACQUISITIONS Investment Activity ($ in millions) As of March 31, 2023. (1) Represents development & PCS activity, completed or commenced. $

 


 


17 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $29.7M $45.8M $67.6M $67.2M $49.4M $58.0M $45.8M 2016 2017 2018 2019 2020 2021 2022 FOCUSED ON NON - CORE ASSET SALES & CAPITAL RECYCLING Active Portfolio Management As of March 31, 2023. Graph is representative and does not include all dispositions. Total Dispositions 2010 - 2022: $449 million PORT ST. JOHN, FL RANCHO CORDOVA, CA MACOMB TOWNSHIP, MI OCALA, FL MICHIGAN (3) OSCODA, MI FLORIDA (2) NORTH DAKOTA (3) MINNESOTA (3) ATLANTIC BEACH, FL MT (1) & VA (1) WICHITA FALLS, TX SPRINGFIELD, IL UPLAND, CA APOPKA, FL LA (1) & PA (1) MN (2) & ND (2) MICHIGAN (3) FORT WORTH, TX OH (2) & PA (2) FLOWOOD, MS MAPLEWOOD, MN TYLER, TX BELTON, MO MI (2), NY & FL VA (3) MIDLAND, MI UT (2), ND & MT PENSACOLA, FL OH (3), WV, & VA TOPEKA, KS INDIANAPOLIS, IN KIRKLAND, WA JACKSONVILLE BEACH, FL IL (1), ND (1) & OH (1) MICHIGAN (2) ST.

 


Fortified Balance Sheet

 


GEORGE, UT SC (2) & TX (1) AUSTIN, TX JACKSONVILLE, FL SC (1) & MN (1) AURORA, CO BERLIN, NJ HOUSTON, TX PORTAGE, MI CANTON, MI 19 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $5 $4 $42 $0 $50 $0 $50 $410 $100 $475 $125 $300 $300 $0 $100 $200 $300 $400 $500 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Leading With Our “Fortress” Balance Sheet CAPITALIZATION STATISTICS Equity Market Capitalization (2) $6.3 Billion Enterprise Value (2)(3) $8.6 Billion Total Debt to Enterprise Value 23.8% CREDIT METRICS Fixed Charge Coverage Ratio 5.1x Net Debt to Recurring EBITDA (4) 4.5x / 3.7x (5) Issuer Ratings Baa1 / BBB Ratings Outlooks Stable / Stable As of March 31, 2023, unless otherwise noted. (1) Excludes $196.0 million of borrowings outstanding under the Company’s $1.0 bil lion Revolving Credit Facility as of March 31, 2023; assumes two 6 - month extension options are exercised. (2) As of May 1, 2023. (3) Enterprise value is calculated as the sum of net debt, the liq uidation value of preferred equity and equity market capitalization. (4) Reflects net debt to annualized Q1 2023 recurring EBITDA. (5) Proforma for the settlement of the Company’s outstanding forwar d e quity as of March 31, 2023. Debt Maturities ($ in millions) SECURED UNSECURED 1 c WEIGHTED - AVERAGE DEBT MATURITY OF APPROXIMATELY 8 YEARS & NO MATERIAL DEBT MATURITIES UNITL 2028 (1)

 


20 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. STRONG CAPITAL MARKETS EXECUTION HAS PROVIDED AMPLE LIQUIDITY; $7.5 BILLION OF ACTIVITY SINCE 2010 Capital Markets Track Record Reflects gross proceeds for equity and long - term debt raised through March 31, 2023. Forward equity offerings are shown in the y ear they were raised, rather than settled.

 


Capital Markets Activity ($ in millions) COMMON EQUITY UNSECURED DEBT SECURED DEBT PREFERRED EQUITY $100 $100 $100 $225 ( 30% ) $125 (22%) $350 (26%) $650 ( 34% ) $300 (18%) $40 $237 $229 $531 (70%) $433 (78%) $988 (74%) $1,095 (57%) $1,322 (79%) $42 (3%) $175 (9%) $0 $250 $500 $750 $1,000 $1,250 $1,500 $1,750 $2,000 2015 2016 2017 2018 2019 2020 2021 2022 21 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. (includes outstanding forward equity offerings) ADC HAS BEEN AT OR BELOW 4.3X PROFORMA NET DEBT TO RECURRING EBITDA SINCE 2018 Low Leverage = Strong Positioning As of March 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 Q3 2022 Q4 2022 Q1 2023 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q1 2020 4.8x 2.5x 3.5x 1.6x 4.7x 3.2x 4.8x 4.0x 4.9x 4.2x 4.5x 3.6x 4.4x 3.7x 4.9x 3.4x 5.0x 4.3x 5.0x 3.8x 4.0x 3.1x 4.4x 3.1x 4.5x 3.7x 22 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $1.60 $1.64 $1.74 $1.85 $1.92 $2.03 $2.16 $2.28 $2.41 $2.60 $2.81 $1.50 $1.70 $1.90 $2.10 $2.30 $2.50 $2.70 $2.90 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Annual Dividends Declared Per Common Share 134 CONSECUTIVE COMMON DIVIDENDS PAID; AVERAGE AFFO PAYOUT RATIO OF 76% OVER PAST 10 YEARS Growing, Well - Covered Monthly Dividend As of May 1, 2023. Reflects common dividends per share declared in each year, rounded to two decimals.

 


23 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. DEDICATED TO SUSTAINABILITY AND GOOD CORPORATE CITIZENSHIP Agree Realty’s ESG Practices Embraces responsibility to be a good steward of the environment and to use natural resources carefully Focus on industry leading, national & super - regional retailers provides for a relationship with some of the most environmentally conscientious retailers in the world The Company anticipates its new headquarters will be LEED certified upon completion, with features including EV charging stations, motion activated lighting and high - quality building materials ENVIRONMENTAL PRACTICES The Agree Wellness program focuses on Health Wellness & Financial Wellness to enhance employee well - being Ongoing professional development is offered to help all team members advance their careers The Company has recently sponsored charities including Michigan Veteran's Foundation, Leader Dogs for the Blind and Kids Kicking Cancer ADC has received awards from Globe St, Crain’s Detroit Business, and Best and Brightest in Wellness recognizing its outstanding corporate culture and wellness initiatives SOCIAL RESPONSIBILITY ADC’s Board has nine directors, seven of whom are independent; five new independent directors added since 2018 The Board has committed to adding a third female Director within the next two years 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 24 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Investment Summary Highlights FORTIFIED BALANCE SHEET HIGHEST - QUALITY RETAIL REAL ESTATE INVESTMENT GRADE ISSUER RATINGS Robust growth trajectory MULTI - YEAR TRACK RECORD OF EXECUTION Well - covered & consistent dividend

 


 


25 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL.

 


APPENDIX 26 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward - looking statements to be covered by the safe harbor provisions for forward - looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward - looking statements are generally identifiable by use of forward - looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions. Forward - looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward - looking information and estimates. These forward - looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. Certain factors could occur that might cause actual results to vary, including the potential adverse effect of ongoing worldwide economic uncertainties, disruptions in the banking system and financial markets, lingering effects from the pandemic of the novel coronavirus, or COVID - 19, increased inflation and interest rates on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets, the general deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other risks and uncertainties as described in greater detail in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10 - K and subsequent quarterly reports. Except as required by law, the Company disclaims any obligation to update any forward - looking statements, whether as a result of new information, future events or otherwise. For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10 - K and Quarterly Reports on Form 10 - Q, copies of which may be obtained at the Investors section of the Company’s website at www.agreerealty.com . All information in this presentation is as of March 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 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Non - GAAP Financial Measures This presentation includes a non - GAAP financial measure, Net Debt to Recurring EBITDA, which is presented on an actual and profo rma basis. A reconciliation of this non - GAAP financial measure to the most directly comparable GAAP measure is included in the following page s. The components of this ratio and their use and utility to management are described further in the section below. Components of Net Debt to Recurring EBITDA EBITDAre is defined by Nareit to mean net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization, any gains (or losses) from sales of real estate assets and/or changes in control, any impairment charges on de preciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company considers the non - GAAP meas ure of EBITDAre to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to , net income or loss as a measure of the Company's operating performance. The Company considers EBITDAre a key supplemental measure of the Company's operating performance because it provides an additional supplemental measure of the Company's performance and opera tin g cash flow that is widely known by industry analysts, lenders and investors. The Company’s calculation of EBITDAre may not be comparable to EBITDAre reported by other REITs that interpret the Nareit definition differently than the Company. Recurring EBITDA The Company defines Recurring EBITDA as EBITDAre with the addback of noncash amortization of above - and below - market lease intangibles, and after adjustments for the run - rate impact of the Company's investment and disposition activity for the pe riod presented, as well as adjustments for non - recurring benefits or expenses. The Company considers the non - GAAP measure of Recurring EBITDA to be a key supplemental measure of the Company's performance and should be considered along with, but not as an alternative to, net inco me or loss as a measure of the Company's operating performance. The Company considers Recurring EBITDA a key supplemental measure of the Comp any 's operating performance because it represents the Company's earnings run rate for the period presented and because it is widely fo llowed by industry analysts, lenders and investors. Our Recurring EBITDA may not be comparable to Recurring EBITDA reported by other c omp anies that have a different interpretation of the definition of Recurring EBITDA. Our ratio of net debt to Recurring EBITDA is used by m ana gement as a measure of leverage and may be useful to investors in understanding the Company’s ability to service its debt, as well as ass ess the borrowing capacity of the Company. Our ratio of net debt to Recurring EBITDA is calculated by taking annualized Recurring EBITDA and d ivi ding it by our net debt per the consolidated balance sheet. Net Debt The Company defines Net Debt as total debt less cash, cash equivalents and cash held in escrows. The Company considers the no n - GAAP measure of Net Debt to be a key supplemental measure of the Company's overall liquidity, capital structure and leverage. Th e Company considers Net Debt a key supplemental measure because it provides industry analysts, lenders and investors useful information in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by other REITs that in terpret the definition differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the Antic ipated Net Proceeds from Outstanding Forwards are used to pay down debt. The Company believes the proforma measure may be useful to inve sto rs in understanding the potential effect of the Anticipated Net Proceeds from Outstanding Forwards on the Company’s capital structu re, its future borrowing capacity, and its ability to service its debt. Anticipated Net Proceeds from Outstanding Forwards Since the first quarter of 2018, the Company has utilized forward sale agreements to sell shares of common stock. Selling common stock through forward sale agreements enables the Company to set the price of such sha res upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net p roc eeds by the Company. Given the Company’s frequent use of forward sale agreements, the Company considers the non - GAAP measure of Anticipated Net Proceeds from Outstanding Forwards to be a key supplemental measure of the Company's overall liquidity, capital structure and le verage. The Company defines Anticipated Net Proceeds from Outstanding Forwards as the number of shares outstanding under forward sale agr eem ents at the end of each quarter, multiplied by the applicable forward sale price for each agreement, respectively.

 


28 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Non - GAAP Financial Measures This presentation also includes the non - GAAP measures of Annualized Base Rent (“ABR”), Funds From Operations (“FFO” or “Nareit F FO”), Core Funds From Operations (“Core FFO”) and Adjusted Funds From Operations (“AFFO”). ABR represents the annualized amount of contr act ual minimum rent required by tenant lease agreements, computed on a straight - line basis. ABR is not, and is not intended to be, a pr esentation in accordance with GAAP. The Company believes annualized contractual minimum rent is useful to management, investors, and other int erested parties in analyzing concentrations and leasing activity. FFO, Core FFO and AFFO are reconciled to the most directly comparab le GAAP measure in the following pages and are described in further detail below. Components of Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations Funds from Operations (“FFO” or “Nareit FFO”) is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in contr ol, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for un consolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes th at the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with marke t c onditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. FFO should not be cons ide red an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to sim ilarly titled measures of other REITs due to the fact that all REITs may not use the same definition. Core Funds from Operations (“Core FFO”) The Company defines Core FFO as Nareit FFO with the addback of ( i ) noncash amortization of acquisition purchase price related to above - and below - market lease intangibles and discount on assumed debt and (ii) certain i nfrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO fac ilitates useful comparison of performance to its peers who predominantly transact in sale - leaseback transactions and are thereby not requ ired by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net - leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from th ird parties. Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similar ly titled measures of other REITs due to the fact that all REITs may not use the same definition. Adjusted Funds from Operations (“AFFO”) is a non - GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non - cash items that reduce or increase net income computed in accord ance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be consi der ed an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to mak e d istributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs.

 


29 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Reconciliation of Net Debt to Recurring EBITDA Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Net Income $21,370 $25,424 $21,416 $23,760 $30,278 $22,461 $36,830 $33,306 $36,289 $36,130 $39,577 $41,039 $41,774 Interest expense, net 9,670 8,479 10,158 11,791 11,653 12,549 13,066 13,111 13,931 15,512 17,149 16,843 17,998 Income tax expense 259 260 306 260 1,009 485 390 517 719 698 720 723 783 Depreciation of rental real estate assets 10,402 11,316 12,669 13,980 15,292 16,127 17,019 18,293 19,470 21,299 23,073 24,843 26,584 Amortization of lease intangibles - in - place leases and leasing costs 3,621 4,170 4,523 5,567 6,050 6,905 7,310 8,116 8,924 10,550 11,836 12,800 13,770 Non - real estate depreciation 109 121 135 144 147 156 159 156 167 101 248 261 292 Provision for impairment 0 1,128 2,868 141 0 0 0 1,919 1,015 0 0 0 0 (Gain) loss on sale of assets, net (1,645) (4,952) (970) (437) (3,062) (6,753) (3,470) (1,826) (2,285) 8 (2,885) (97) 0 EBITDAre $43,786 $45,947 $51,105 $55,206 $61,367 $51,930 $71,304 $73,592 $78,230 $84,298 $89,718 $96,412 $101,201 Run - Rate Impact of Investment, Disposition & Leasing Activity $1,160 $3,015 $5,093 $3,973 $4,175 $3,939 $3,491 $3,372 $4,654 $4,104 $4,217 4,742 4,147 Amortization of above (below) market lease intangibles, net 3,809 3,779 3,964 4,333 4,756 5,260 6,615 7,654 8,178 8,311 8,374 8,474 8,611 Other expense (income) 0 (23) 0 0 0 14,614 0 0 0 0 0 0 0 Recurring EBITDA $48,755 $52,717 $60,162 $63,512 $70,298 75,743 $81,410 $84,618 $91,062 $96,713 $102,309 $109,628 $113,959 Annualized Recurring EBITDA $195,020 $210,868 $240,648 $254,048 $281,192 302,972 $325,640 $338,472 $364,248 $386,852 $409,236 $438,512 $455,836 Total Debt $1,026,11 1 $783,878 $1,153,6 42 $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 Cash, cash equivalents and cash held in escrows (92,140) (36,384) (16,230) (7,955) (7,369) (188,381) (102,808) (45,250) (25,766) (27,107) (251,514) (28,909) (12,940) Net Debt $933,971 $747,494 $1,137,412 $1,217,478 $1,363,869 $1,354,659 $1,440,031 $1,657,385 $1,836,662 $1,927,360 $1,632,738 $1,931,486 $2,043,233 Net Debt to Recurring EBITDA 4.8x 3.5x 4.7x 4.8x 4.9x 4.5x 4.4X 4.9X 5.0X 5.0x 4.0x 4.4x 4.5x Anticipated Net Proceeds from Outstanding Forwards $437,765 $411,062 $376,396 $203,211 $189,577 $258,749 $226,455 $519,183 $262,940 $475,768 $381,708 $557,364 $362,125 Proforma Net Debt 496,206 336,432 $761,016 $1,014,267 $1,174,291 $1,095,909 $1,213,576 $1,138,202 $1,573,722 $1,451,592 1,251,030 $1,374,122 $1,681,108 Proforma Net Debt to Recurring EBITDA 2.5x 1.6x 3.2x 4.0x 4.2x 3.6x 3.7X 3.4X 4.3X 3.8x 3.1x 3.1x 3.7x 30 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Net Income $18,604 $20,190 $18,913 $39,762 $45,797 $58,790 $58,798 $80,763 $91,972 $122,876 $153,035 Series A Preferred Stock Dividends 0 0 0 0 0 0 0 0 0 (2,148) (7,437) Net Income attributable to OP Common Unitholders $18,604 $20,190 $18,913 $39,762 $45,797 $58,790 $58,798 $80,763 $91,972 $120,728 $145,598 Depreciation of rental real estate assets $5,726 $6,930 $8,362 $11,466 $15,200 $19,507 $24,553 $34,349 $48,367 $66,732 $88,685 Amortization of lease intangibles - in - place leases and leasing costs 1,131 1,747 2,616 4,957 8,135 7,076 8,271 11,071 17,882 28,379 44,107 Provision for impairment 0 450 3,020 0 0 0 2,319 1,609 4,137 1,919 1,015 (Gain) loss on sale or involuntary conversion of assets, net (2,097) (946) 405 (12,135) (9,964) (14,193) (11,180) (13,306) (8,004) (15,111) (5,258) Funds from Operations - OP Common Unitholders $23,364 $28,370 $33,316 $44,050 $59,168 $71,180 $82,761 $114,486 $154,354 $202,647 $274,147 Loss on extinguishment of debt & settlement of related hedges $0 $0 $0 $0 $0 $0 $0 $0 $0 $14,614 $0 Amortization of above (below) market lease intangibles 0 0 0 0 0 5,091 10,668 13,501 15,885 24,284 33,563 Core Funds from Operations - OP Common Unitholders $23,364 $28,370 $33,316 $44,050 $59,168 $76,271 $93,429 $127,987 $170,239 $241,545 $307,710 Straight - line accrued rent ($738) ($1,148) ($1,416) ($2,450) ($3,582) ($3,548) ($4,648) ($7,093) ($7,818) ($11,857) ($13,176) Stock based compensation expense 1,657 1,813 1,987 1,992 2,441 2,589 3,227 4,106 4,995 5,467 6,464 Amortization of financing costs 285 326 398 494 516 574 578 706 826 1,197 3,141 Loss on extinguishment of debt 0 0 0 180 333 0 0 0 0 0 0 Non - real estate depreciation 66 67 123 62 72 78 146 283 509 618 778 Other (463) (463) (463) (463) (541) (230) 0 (475) 0 0 0 Adjusted Funds from Operations - OP Common Unitholders $24,171 $28,964 $33,945 $43,865 $58,407 $75,734 $92,732 $125,514 $168,751 $236,970 $304,917 FFO Per Common Share and OP Unit - Diluted $2.03 $2.10 $2.18 $2.39 $2.54 $2.54 $2.53 $2.75 $2.93 $3.00 $3.45 Core FFO Per Common Share and OP Unit - Diluted $2.03 $2.10 $2.18 $2.39 $2.54 $2.72 $2.85 $3.08 $3.23 $3.58 $3.87 Adjusted FFO Per Common Share and OP Unit - Diluted $2.10 $2.14 $2.22 $2.38 $2.51 $2.70 $2.83 $3.02 $3.20 $3.51 $3.83 Weighted Average Number of Common Shares and OP Units Outstanding - Diluted 11,484,529 13,505,124 15,314,514 18,413,034 23,307,418 28,047,966 32,748,741 41,571,233 52,744,353 67,486,698 79,512,005 Reconciliation of Net Income to FFO, Core FFO and AFFO Note: Core FFO reporting began in 2018.

 


 


31 © 20 23 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. CONTACT PETER COUGHENOUR Chief Financial Officer (248) 737 - 4190 peter@agreerealty.com