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false 0000917251 0000917251 2024-04-23 2024-04-23 0000917251 us-gaap:CommonStockMember 2024-04-23 2024-04-23 0000917251 adc:DepositarySharesMember 2024-04-23 2024-04-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): April 23, 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 April 23, 2024, Agree Realty Corporation (the “Company”) issued a press release describing its results of operations for the first quarter ended March 31, 2024, 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 April 23, 2024, reporting the Company’s results of operations for the first quarter ended March 31, 2024.
99.2 April 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: April 23, 2024

 

 

EX-99.1 2 tm2412472d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

32301 Woodward Ave.

Royal Oak, MI 48073

www.agreerealty.com

 

 

FOR IMMEDIATE RELEASE

 

Agree Realty Corporation Reports First Quarter 2024 Results

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

 

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

 

First Quarter 2024 Financial and Operating Highlights:

 

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

 

Financial Results

 

Net Income Attributable to Common Stockholders

 

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

 

Core FFO

 

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

 

AFFO

 

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

 

1


 

Dividend

 

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

 

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

 

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

 

Earnings Guidance

 

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

 

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

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

 

CEO Comments

 

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

 

Portfolio Update

 

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

 

2


 

Ground Lease Portfolio

 

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

 

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

 

Acquisitions

 

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

 

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

 

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

 

Dispositions

 

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

 

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

 

Development and DFP

 

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

 

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

 

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

 

   

Three Months Ended

March 31, 2024

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

 

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

 

3


 

Leasing Activity and Expirations

 

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

 

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

 

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

Gross

Leasable Area

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

 

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

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

 

4


 

Top Tenants

 

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

 

Tenant   Annualized
Base Rent(1)
   

Percent of

Annualized Base Rent

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

 

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

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

 

5


 

Retail Sectors

 

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

 

Sector   Annualized
Base Rent(1)
   

Percent of
Annualized

Base Rent

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

 

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

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

 

6


 

Geographic Diversification

 

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

 

State   Annualized
Base Rent(1)
   

Percent of

Annualized Base Rent

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

 

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

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

 

7


 

Capital Markets, Liquidity and Balance Sheet

 

Capital Markets

 

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

 

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

 

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

 

Liquidity

 

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

 

Balance Sheet

 

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

 

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

 

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

 

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

 

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

 

8


 

Conference Call/Webcast

 

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

 

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

 

About Agree Realty Corporation

 

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

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including statements about projected financial and operating results, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,”, “can”, “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” “outlook” or other similar words or expressions. Forward-looking statements, including our 2024 guidance, are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company’s best judgment reflecting current information, you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, some of the most significant factors, include the potential adverse effect of ongoing worldwide economic uncertainties and increased inflation and interest rates on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which these conditions will impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission (the “SEC”), as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the macroeconomic environment. Additional important factors, among others, that may cause the Company’s actual results to vary include the general deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other factors discussed in the Company’s reports filed with the SEC. The forward-looking statements included in this press release are made as of the date hereof. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, changes in the Company’s expectations or assumptions or otherwise.

 

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

 

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

 

11


 

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

 

   

Three months ended

March 31,

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

 

12


 

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

 

   

Three months ended

March 31,

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

 

Non-GAAP Financial Measures

 

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

 

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

 

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

 

13


 

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

 

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

 

Non-GAAP Financial Measures

 

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

 

Forward Offerings

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

 

EBITDAre

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

 

Recurring EBITDA

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

 

Annualized Net Income

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

 

14


 

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

 

   

Three months ended

March 31,

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

 

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

 

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

 

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

 

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

 

15

 

 

EX-99.2 3 tm2412472d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

APRIL 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 $ 8.3 billion (1) retail net lease REIT headquartered in Royal Oak, Michigan 2,161 retail properties totaling approximately 44.9 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 April 17, 2024.

 


2 © 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 ]

 


3 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of March 31, 2024, unless otherwise noted. (1) Reflects full - year 2024 guidance provided by the Company on April 23, 2024. Re fer to slide 36 for a more detailed review of the Company’s 2024 earnings guidance. (2) Includes capital committed to acquisitions, development and Developer Funding Platform projects comple ted or under construction during the three months ended March 31, 2024. (3) Proforma for the settlement of the Company’s outstanding forward equity as of March 31, 2024. (4) Declare d b y the Company on April 8, 2024. (5) As of April 4, 2024. This presentation includes non - GAAP financial measures, and a reconciliation of these non - GAAP financial measures to the most directl y comparable GAAP measures is included in the Appendix herewith. Recent Highlights Announced 2024 acquisition guidance of approximately $600 million of high - quality retail net lease assets (1) Announced disposition guidance of approximately $50 - $100 million for full - year 2024 (1) Introduced 2024 AFFO per share guidance of $4.10 to $4.13, representing 4.2% growth at the midpoint (1) Over $385 million of hedged capital including $237 million of outstanding forward equity as of March 31, 2024 Fortress - like balance sheet with over $920 million of total liquidity as of March 31 st(3) Received Green Lease Leader Gold Recognition for the second consecutive year (5) 4.3x Proforma Net Debt to Recurring EBITDA as of March 31 st(3 ) 20 development or DFP projects completed or under construction for approximately $82 million as of March 31 st(2) Sold six assets during Q1 2024 for approximately $22.3 million at a weighted - average cap rate of 6.2% Increased monthly cash dividend to $ 0.25 per common share for April , representing a 2.9 % year - over - year increase (4) Acquired approximately $124 million of high - quality retail net lease assets in Q1 2024 at a weighted - average cap rate of 7.7% 4 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. ADC’s Retail Thought Leadership x Launched acquisition platform in 2010 with a focus on e - commerce resistance x Launched RE THINK RETAIL campaign to challenge misperceptions about the future of brick & mortar x Published proprietary ADC White Papers highlighting omnichannel retail trends x Avoided or actively disposed of troubled retail sectors including theaters, health & fitness and entertainment retail pre - pandemic x Early identification of promising retailers:

 


 


5 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Omni - Channel Vision IDENTIFIED CRITICAL ROLE OF NET LEASE IN DRIVING OMNI - CHANNEL STRATEGY “The strongest and most resilient retailers in today’s omni - channel world have embraced a comprehensive approach that blurs the historical lines between e - commerce distribution and brick & mortar operations.” - Agree Knowledge Base: Omni - Channel 101 “E very retailer in the country is going to [have to ] have billions of dollars, national retailers, to experiment, to test and eventually effectuate a true omni - channel experience because you can't be an e - commerce - based retailer or just a brick - and - mortar - based retailer today, it doesn't work.” - Joey Agree “So, I think as retailers look forward in 2016 and beyond and they're looking in the omni - channel world, how is their e - commerce presence, online ordering, physical pick up , more and more retailers are going to realize the benefit of net leased retail.” - Joey Agree Q1 2016 Earnings Call “ COVID reaffirmed our belief that, one, we're heading toward a world where all retailers are omni - channel. Brick - and - mortar is an integral part of that omnichannel overall experience.

 


” - Joey Agree 2022 Citi Conference 6 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. October 2020 Rated BBB by S&P Rated Baa1 by Moody’s Q 2 2016 “While neither Tractor Supply Company nor Hobby Lobby maintains a public credit rating, both possess investment - grade quality financials with very strong balance sheets .” Q1 2017 “…it's a great company, it's got a fantastic balance sheet. …and we have a great relationship and respect for them.” Q3 2018 “ We have a fantastic relationship with their real estate team. The business is really thriving. They have no national competition. They also have the highest - rated e - commerce website of any retailer.” Investment Foresight A DEEPER DIVE ON ADC’S THOUGHT LEADERSHIP & TRACK RECORD OF EXECUTION As of March 31, 2024. Exposure measured as a percentage of ABR. The quotes above reflect statements made by ADC management on the Company’s quarterly earnings calls. The chart reflects Trac tor Supply’s market capitalization from 12/31/2012 to 3/31/2024. ADC has acquired over 100 locations since 2013 and today TSCO is our 2 nd largest tenant.

 


Q3 2013 Acquired first Tractor Supply 7 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Investment Foresight A DEEPER DIVE ON ADC’S THOUGHT LEADERSHIP & TRACK RECORD OF EXECUTION Q3 2017 Acquired first Gerber Collision Q4 2018 “…We think they're the premier auto collision operator in the United States… We'll continue to work with them on all types of opportunities through all 3 external growth platforms …” Q1 2022 “…identifying early on a retailer that we thought was in a tremendous position to access a fragmented space and had the balance sheet capabilities to do so .” ADC built preferred development relationship with Gerber Collision, developing over 20 locations to help spearhead organic growth. They are now our 15 th largest tenant with over 70 locations. As of March 31, 2024. Exposure measured as a percentage of ABR. The quotes above reflect statements made by ADC management on the Company’s quarterly earnings calls. The chart reflects The Boy d Group’s market capitalization from 12/31/2013 to 3/31/2024. Q1 2018 “Now you see Gerber Collision in the collision space.

 


Again, a company that's owned by Boyd Group of Canada, conservative, disciplined leaders in the collision space .” 2014 Identified and met with The Boyd Group for the first time 8 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Investment Foresight A DEEPER DIVE ON ADC’S THOUGHT LEADERSHIP & TRACK RECORD OF EXECUTION Leveraged all three external growth platforms to make Sunbelt Rentals our 13 th largest tenant today with over 50 locations. As of March 31, 2024. Exposure measured as a percentage of ABR. The quotes above reflect statements made by ADC management on the Company’s quarterly earnings calls. The chart reflects Asht ead Group’s market capitalization from 12/31/2014 to 3/31/2024. Q4 2015 Acquired first Sunbelt Rentals Q4 2019 “… the only investment - grade operator in the country . If you look at the equipment ownership versus rental in this country…. it is very, very low relative to Western Europe. And so, there's a big opportunity in this country for equipment rental rather than ownership.” April 2019 Rated BBB - by S&P August 2018 Rated Baa3 by Moody’s Q1 2022 “Our decision to invest in Sunbelt Rentals was recently reinforced by their upgraded BBB rating by Fitch.”

 


9 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Investment Foresight A DEEPER DIVE ON ADC’S THOUGHT LEADERSHIP & TRACK RECORD OF EXECUTION Since 2012, ADC has acquired or developed over 50 TJX locations, and TJX is now our 8 th largest tenant. As of March 31, 2024. Exposure measured as a percentage of ABR. The quotes above reflect statements made by ADC management on the Company’s quarterly earnings calls. The chart reflects The TJX Companies’ market capitalization from 12/30/2011 to 3/31/2024. Q3 2012 Developed first TJ Maxx Q4 2023 “the off - price retailers, it's all the TJX concepts… These operators have the desire to continue to expand across all of their different flags .” August 2015 Upgraded to A2 by Moody’s Q2 2017 “At the same time, in terms of women's apparel, you look at T.J. Maxx…the off - price retailers have thrived. ” Q4 2017 “the TJX Companies …is now our #5 tenant. We have a strong bias towards off - price retail and the experience and value proposition that it provides for consumers . We enjoy a strong working relationship with TJX.. .

 


” January 2015 Jerry Rossi, former Group President of The TJX Companies, joined Agree Realty’s Board of Directors 10 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Investment Foresight A DEEPER DIVE ON ADC’S THOUGHT LEADERSHIP & TRACK RECORD OF EXECUTION 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 30% 27% 22% 17% 12% 8% 5% 3% 2% 1% 1% 1% 1% Q2 2017 “our Walgreens concentration was down to 8.8% at quarter end, below our goal of sub - 10% by year - end..” Q1 2021 “With this transaction, CVS has surpassed Walgreens as our largest pharmacy tenant… we continue to favor CVS as the sector leader, given their innovation and adaptation to consumer preferences and overall market dynamics in the pharmacy space.” Q1 2019 “ I think the pharmacy space, in general, really has some work to do on the front end predominantly of those stores. And we'd like to see some ingenuity and creativity driving traffic into those stores and driving margin as well as top line revenue to the front end of those stores.” ADC reduced Walgreens exposure from 30% in 2012 to approximately 1% and reduced overall Pharmacy exposure to ~4%. As of March 31, 2024. Exposure is as of year - end 2012 through March 31, 2024 and is measured as a percentage of ABR. The quotes above reflect statements made by ADC management on the Company’s quarterly earnings calls. 2023 Downgraded to Baa3 by Moody’s in January. Downgraded to BBB - by S&P in October. Downgraded to Ba2 by Moody’s in December.

 


11 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Restaurants Convenience & Gas Dollar Stores Manufacturing Convenience Stores Retail Stores Car Washes Grocery Grocery Auto Service Car Wash Grocery Distribution & Warehouse Automotive Services Consumer Services Early Childhood Education Convenience Stores Home Improvement Medical Retail Legacy Gas & Repair Drug Stores & Pharmacy Food Processing Restaurants - Full Service Beverage & Food Quick Service Dollar Stores Tire & Auto Service FCPT GTY NTST BNL NNN WPC EPRT O ADC Maintaining Our Discipline LEADING PORTFOLIO WITH DIVERSE SECTORS ADC data is as of March 31, 2024. Peer data is as of December 31, 2023. Peer data is from S&P Capital IQ and company filings. Top 3 Sector Concentration shown as a percentage of annualized base rent.

 


Top 3 Sector Concentration 96% 94% 46% 42% 41% 41% 37% 29% 27% 12 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Capital Markets Leader INNOVATIVE BALANCE SHEET MANAGEMENT “ We view the forward equity offering as a prudent way to further fortify our balance sheet and lock in an accretive cost of capital while mitigating external risks and market volatility. ” - JOEY AGREE Q3 2018 EARNINGS CALL x A x A x A x A ADC was the first net lease REIT to issue forward equity in March 2018 Since 2018, $27B of forward equity has been raised in the net lease space Lowest cost preferred equity issuance in net lease REIT history at 4.25% Closed market - leading 5.5 - year term loan at a fixed rate of 4.52% inclusive of prior hedging activity Forward equity accounted for ~87% of all net lease issuance since 2022 As of March 31, 2024.

 


13 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Disciplined Capital Allocator CONSERVATIVE WACC CALCULATION DRIVES CONSISTENT & SUPERIOR EARNINGS GROWTH ADC WACC CALCULATION WEIGHTING FORM OF CAPITAL COST 75% Equity (1) 6.7% 25% Long - Term Debt (2) 5.8% WACC 6.4% PEER WACC CALCULATION WEIGHTING FORM OF CAPITAL COST 60% Equity (1) 6.7% 20% Five - Year Term Loan 5.3% 20% (3) Free Cash Flow After Dividend 0.0% WACC 5.1% 150+ bps – Pedal to the Metal! 100 - 150 bps – Investments Generate Healthy Accretion 75 - 100 bps – Investments Generate Sufficient Accretion <75 bps – Investments Not Sufficiently Accretive As of April 17, 2024. (1) The cost of equity is calculated using the net forward price of the Company’s outstanding forward equity as of March 31 , 2024, compared to consensus forward 12 - month AFFO per share. (2) Long - term debt reflects anticipated rate for 10 - year unsecured bond offering. (3) Assumes approximately $100 million of free cash flow after the dividend and $600 million of investment activity. Any differences are the result of rounding.

 


x Cost of equity is based on forward 12 - month consensus AFFO per share x Cost of debt reflects anticipated rate for 10 - year unsecured bond offering WACC CALCULATION COMPARISON NET LEASE INVESTMENT SPREADS x Using short - term debt and adding unburdened free cash flow artificially improves cost of capital by ~130 bps  14 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 5.0x 5.2x 4.3x 5.3x 52% 38% 69% 31% Driving Results ADC data is as of March 31, 2024. Peer data is as of December 31, 2023. Data is from S&P Capital IQ and company filings. For Inv estment Grade Tenant Exposure, the peer average includes: BNL, FCPT, NNN, O, and WPC. For Net Debt to EBITDA, the peer average includes: BNL, EPR, FCPT, GTY, NNN, O, and WPC. Net Debt to E BIT DA is as reported by each company. If the company reported Net Debt to EBITDA proforma for the settlement of outstanding forward equity, the proforma metric was used. Net Debt to EBITDA Investment Grade Exposure Peer Average Peer Average 1Q19 1Q24 4Q18 4Q23 1Q19 1Q24 4Q18 4Q23 Five - Year AFFO Per Share Growth CAGR PEER LEADING AFFO PER SHARE GROWTH WHILE STRENGTHENING PORTFOLIO & BALANCE SHEET 7% 6% 5% 4% 4% (0%) (1%) (3%)

 


 


The Country’s Leading Retail Portfolio 16 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. TENANT / CONCEPT ANNUALIZED BASE RENT % OF TOTAL $33.9 6.0% 28.2 5.0% 26.8 4.7% 19.6 3.5% 17.8 3.2% 17.6 3.1% 16.8 3.0% 16.8 3.0% 16.4 2.9% 14.7 2.6% 14.0 2.5% 13.1 2.3% 12.8 2.3% 12.4 2.2% 11.7 2.1% 11.4 2.0% 9.9 1.8% 9.6 1.7% 8.7 1.5% Other 252.8 44.6% Total $565.0 100.0% Agree Realty Snapshot TENANT SECTOR ANNUALIZED BASE RENT % OF TOTAL Grocery Stores $54.9 9.7% Home Improvement 49.3 8.7% Tire & Auto Service 47.4 8.4% Convenience Stores 46.1 8.2% Dollar Stores 42.9 7.6% Off - Price Retail 34.0 6.0% General Merchandise 32.3 5.7% Auto Parts 32.3 5.7% Farm & Rural Supply 29.9 5.3% Pharmacy 24.2 4.3% Other 171.7 30.4% Total $565.0 100.0% Share Price (1) $55.18 Equity Market Capitalization (1)(2) $5.6 Billion Property Count 2,161 properties Net Debt to EBITDA 4.8x / 4.3x (3) Investment Grade % (4) 68.8% Company Overview Top Tenants ($ in millions) Top Retail Sectors ($ in millions) As of March 31, 2024, unless otherwise noted. Any differences are a result of rounding. (1) As of April 17, 2024. (2) Reflect s c ommon shares and OP units outstanding multiplied by the closing price as of April 17, 2024. (3) Proforma for the settlement of the Company’s outstanding forward equity as of March 31, 2024. (4) Refer t o f ootnote 1 on slide 17 for the Company’s definition of Investment Grade.

 


17 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. BEST - IN - CLASS RETAILERS WITH CONSERVATIVE BALANCE SHEETS Strong Investment Grade Portfolio 15% SUB - INVESTMENT GRADE 16% NOT RATED 69% INVESTMENT GRADE (1) As of March 31, 2024. 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)

 


18 © 20 24 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, 2024. Any differences are a result of rounding. Retail Tenant Type (%ABR)

 


19 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. 14% 12% 12% 6% 6% 6% 3% 3% 3% 2% As of March 31, 2024. (1) Refer to footnote 1 on slide 17 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 11.6% of total portfolio ABR 10.3 years weighted - average lease term Top Ground Lease Tenants (% ABR)

 


20 © 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 22 © 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 23 © 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 24 © 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 $84 billion of opportunities since 2018 $6.9 BILLION acquired since 2018 As of March 31, 2024.

 


 


25 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. As of April 15, 2024. Store counts include both leased and owned locations and were obtained from company filings and third - part y sources including CS News, CSP Daily News, CT Insider, and Progressive Grocer. Table is representative and does not include all retailers. 165,000+ 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 8,700+ 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 7,200+ Dollar Stores 36,700+ General Merchandise Stores 7,000+ 26 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. E $336.8 $607.0 $701.4 $1.31B $1.39B $1.59B $1.19B ~$600 $62.7 $74.4 $32.4 $43.2 $40.0 $118.5 $149.9 $81.9 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2017 2018 2019 2020 2021 2022 2023 2024 ADC HAS INVESTED $8.9 BILLION IN HIGH - QUALITY RETAIL NET LEASE PROPERTIES SINCE 2010 Track Record of Execution DEVELOPMENT & DFP (2) ACQUISITIONS Investment Activity ($ in millions) As of March 31, 2024. (1) Reflects acquisition guidance provided by the Company on April 23, 2024. (2) Represents development & Developer Funding Platform (“DFP”) activity, completed or commenced. $ (1)

 


 


27 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $45.8M $67.6M $67.2M $49.4M $58.0M $45.8M $9.7M $22.3M 2017 2018 2019 2020 2021 2022 2023 2024 BERLIN, NJ HOUSTON, TX PORTAGE, MI CANTON, MI FOCUSED ON NON - CORE ASSET SALES & CAPITAL RECYCLING Active Portfolio Management As of March 31, 2024. Graph is representative and does not include all dispositions. Total Dispositions 2010 - 2024: $481 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.

 


Fortified Balance Sheet

 


GEORGE, UT SC (2) & TX (1) AUSTIN, TX JACKSONVILLE, FL SC (1) & MN (1) AURORA, CO WYLIE, TX FL (2) ORLANDO, FL OKLAHOMA CITY, OK SEBRING, FL 29 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. $2 $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 Leading With Our “Fortress” Balance Sheet CAPITALIZATION STATISTICS Equity Market Capitalization (2) $5.6 Billion Enterprise Value (2)(3) $8.3 Billion Total Debt to Enterprise Value 30.0% CREDIT METRICS Fixed Charge Coverage Ratio 4.9x Net Debt to Recurring EBITDA (4) 4.8x / 4.3x (5) Issuer Ratings Baa1 / BBB Ratings Outlooks Stable / Positive As of March 31, 2024, unless otherwise noted. (1) Excludes $330.0 million of outstanding borrowings on the Company’s $1.0 bil lio n Revolving Credit Facility as of March 31, 2024; assumes two 6 - month extension options are exercised. (2) As of April 17, 2024. (3) Enterprise value is calculated as the sum of net debt, the liq uid ation value of preferred equity and equity market capitalization. (4) Reflects net debt to annualized Q1 2024 recurring EBITDA. (5) Proforma for the settlement of the Company's outstanding forward equity as of March 31, 2024. Debt Maturities ($ in millions) SECURED UNSECURED 1 c NO MATERIAL DEBT MATURITIES UNTIL 2028 (1)

 


30 © 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 March 31, 2024, excluding approximately $1.3 million of for ward equity raised in Q1 2024. Forward equity offerings are shown in the year they were raised, rather than settled.

 


Capital Markets Activity ($ in millions) COMMON EQUITY UNSECURED DEBT SECURED DEBT PREFERRED EQUITY $22 31 © 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 March 31, 2024. 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 2023 Q4 2023 Q1 2024 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q1 2021 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 4.8x 4.3x 32 © 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 146 CONSECUTIVE COMMON DIVIDENDS PAID; AVERAGE AFFO PAYOUT RATIO OF 76% OVER PAST 10 YEARS Growing, Well - Covered Monthly Dividend As of April 15, 2024. Reflects common dividends per share declared in each year, rounded to two decimals.

 


 


33 © 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 multiple green leases with tenants, resulting in Gold recognition from Green Lease Leaders for the second consecutive year 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 April 4, 2024.

 


34 © 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 35 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. APPENDIX

 


 


36 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Earnings Guidance 2024 Guidance AFFO per share (1) $4.10 to $4.13 General and administrative expense (% of adjusted revenue) (2) 5.7% to 6.0% Non - reimbursable real estate expenses (% of adjusted revenue) (2) 1.0% to 1.5% Income and other tax expense $4 to $5 million Acquisition volume Approximately $600 million Disposition volume $50 to $100 million Reflects full - year 2024 guidance provided by the Company on April 23 , 2024 . The Company’s 2024 guidance is subject to risks and uncertainties more fully described in this presentation and in the Company’s filings with the Securities and Exchange Commission . ( 1 ) The Company does not provide guidance with respect to the most directly comparable GAAP financial measure or provide reconciliations to GAAP from its forward - looking non - GAAP financial measure of AFFO per share guidance due to the inherent difficulty of forecasting the effect, timing and significance of certain amounts in the reconciliation that would be required by Item 10 (e)( 1 )( i )(B) of Regulation S - K . Examples of these amounts include impairments of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions or developments . In addition, certain non - recurring items may also significantly affect net income but are generally adjusted for in AFFO . Based on our historical experience, the dollar amounts of these items could be significant, and could have a material impact on the Company’s GAAP results for the guidance period . ( 2 ) Adjusted revenue excludes the impact of the amortization of above and below market lease intangibles .

 


37 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Debt Summary All - in Interest Rate Maturity Total Debt Outstanding as of March 31, 2024 Senior Unsecured Revolving Credit Facility Revolving Credit Facility (1) 6.19% January 2026 $330,000 Total Credit Facility 6.19% $330,000 Unsecured Term Loans 2029 Unsecured Term Loan (2) 4.52% January 2029 $350,000 Total Unsecured Term Loan 4.52% $350,000 Senior Unsecured Notes (3) 2025 Senior Unsecured Notes 4.16% May 2025 $50,000 2027 Senior Unsecured Notes 4.26% May 2027 50,000 2028 Senior Unsecured Public Notes (4) 2.11% June 2028 350,000 2028 Senior Unsecured Notes 4.42% July 2028 60,000 2029 Senior Unsecured Notes 4.19% September 2029 100,000 2030 Senior Unsecured Notes 4.32% September 2030 125,000 2030 Senior Unsecured Public Notes (4) 3.49% October 2030 350,000 2031 Senior Unsecured Notes 4.42% October 2031 125,000 2032 Senior Unsecured Public Notes (4) 3.96% October 2032 300,000 2033 Senior Unsecured Public Notes (4) 2.13% June 2033 300,000 Total Senior Unsecured Notes 3.31% $1,810,000 Mortgage Notes Payable Portfolio Credit Tenant Lease 6.27% July 2006 2,382 Four Asset Mortgage Loan 3.63% December 2029 42,250 Total Mortgage Notes Payable 3.77% $44,632 Total Fixed Rate Debt (5) 3.51% $2,204,632 Total Debt 3.86% $2,534,632 As of March 31, 2024. Dollars are in thousands. (1) The interest rate of the Revolving Credit Facility assumes SOFR as of Ma rch 31, 2024 of 5.32%. (2) The interest rate of the Unsecured Term Loan reflects the credit spread of 85 basis points, plus a 10 - basis point SOFR adjustment and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixe d interest rate of 3.57%. (3) All - in interest rate for Senior Unsecured Notes reflects the straight - line amortization of the terminated swap agreements, as applicable. (4) Th e principal amounts outstanding are presented excluding their original issue discounts. (5) Excludes Revolving Credit Facility.

 


38 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Reconciliation of Non - GAAP Financial Measures Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Mortgage notes payable, net $32,953 $32,782 $32,607 $32,429 $32,249 $71,824 $71,721 $47,971 $47,842 $47,701 $42,952 $42,811 $42,666 Unsecured term loan, net 237,955 - - - - - - - - - 346,639 346,798 346,947 Senior unsecured notes, net 855,454 1,494,399 1,494,747 1,495,200 1,495,650 1,496,101 1,791,492 1,792,047 1,792,611 1,793,198 1,793,777 1,794,312 1,794,874 Unsecured revolving credit facility 238,000 - - 160,000 320,000 370,000 - 100,000 196,000 303,000 49,000 227,000 330,000 Total Debt per the Consolidated Balance Sheet $1,364,362 $1,527,181 $1,527,354 $1,687,629 $1,847,899 $1,937,925 $1,863,213 $1,940,018 $2,036,453 $2,143,899 $2,232,368 $2,410,921 $2,514,487 Unamortized debt issuance costs and discounts, net 6,876 15,859 15,485 15,006 14,529 16,542 21,040 20,377 19,720 19,050 21,731 20,947 20,145 Total Debt $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 $2,534,632 Cash and cash equivalents ($7,369) ($177,046) ($91,881) ($43,252) ($24,888) ($26,267) ($250,487) ($27,763) ($11,809) ($8,068) ($6,384) ($10,907) ($6,314) Cash held in escrows - (11,335) (10,927) (1,998) (878) (840) (1,027) (1,146) (1,131) (4,179) (3) (3,617) (9,120) Net Debt $1,363,869 $1,354,659 $1,440,031 $1,657,385 $1,836,662 $1,927,360 $1,632,739 $1,931,486 $2,043,233 $2,150,702 $2,247,712 $2,417,344 $2,519,198 Anticipated Net Proceeds from ATM Forward Offerings (189,577) (258,749) (226,455) (519,183) (262,940) (475,768) (381,708) (557,364) (362,125) (202,026) 0 (235,619) (236,769) Proforma Net Debt $1,174,291 $1,095,909 $1,213,576 $1,138,202 $1,573,722 $1,451,592 $1,251,031 $1,374,122 $1,681,108 $1,948,676 $2,247,712 $2,181,725 $2,282,429 Net Income $30,278 $22,461 $36,830 $33,306 $36,289 $36,130 $39,577 $41,039 $41,774 $41,015 $41,657 $46,101 $45,014 Interest expense, net 11,653 12,549 13,066 13,111 13,931 15,512 17,149 16,843 17,998 19,948 20,803 22,371 24,451 Income and other tax expense 1,009 485 390 517 719 698 720 723 783 709 709 709 1,149 Depreciation of rental real estate assets 15,292 16,127 17,019 18,293 19,470 21,299 23,073 24,843 26,584 28,145 29,769 31,119 31,966 Amortization of lease intangibles - in - place leases and leasing costs 6,050 6,905 7,310 8,116 8,924 10,550 11,836 12,800 13,770 14,328 15,258 15,611 15,996 Non - real estate depreciation 147 156 159 156 167 101 248 261 292 277 598 527 501 Provision for impairment 0 0 0 1,919 1,015 0 0 0 0 1,315 3,195 2,665 4,530 (Gain) loss on sale or involuntary conversion of assets, net (3,062) (6,753) (3,470) (1,826) (2,285) 8 (2,885) (97) 0 (319) 20 (1,550) (2,041) EBITDAre $61,367 $51,930 $71,304 $73,592 $78,230 $84,298 $89,718 $96,412 $101,201 $105,418 $112,009 $117,553 $121,566 Run - Rate Impact of Investment, Disposition & Leasing Activity $4,175 $3,939 $3,491 $3,372 $4,654 $4,104 $4,217 $4,742 $4,147 $4,276 $5,207 $2,344 $1,376 Amortization of above (below) market lease intangibles, net 4,756 5,260 6,615 7,654 8,178 8,311 8,374 8,474 8,611 8,711 8,293 7,481 8,295 Other expense (income) 0 14,614 0 0 0 0 0 0 0 0 0 0 0 Recurring EBITDA $70,298 $75,743 $81,410 $84,618 $91,062 $96,713 $102,309 $109,628 $113,959 $118,405 $125,509 $127,378 $131,237 Annualized Recurring EBITDA $281,192 $302,972 $325,640 $338,472 $364,248 $386,852 $409,236 $438,512 $455,836 $473,620 $502,036 $509,512 $524,948 Total Debt per the Consolidated Balance Sheet to Annualized Net Income 11.3x 17.0x 10.4x 12.7x 12.7x 13.4x 11.8x 11.8x 12.2x 13.1x 13.4x 13.1x 14.0x Net Debt to Recurring EBITDA 4.9x 4.5x 4.4x 4.9x 5.0x 5.0x 4.0x 4.4x 4.5x 4.5x 4.5x 4.7x 4.8x Proforma Net Debt to Recurring EBITDA 4.2x 3.6x 3.7X 3.4X 4.3X 3.8x 3.1x 3.1x 3.7x 4.1x 4.5x 4.3x 4.3x 39 © 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.

 


 


40 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended (the “Securities Act”) and Section 21 E of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . The Company intends such forward - looking statements to be covered by the safe harbor provisions for forward - looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions . Forward - looking statements are generally identifiable by use of forward - looking terminology such as “may,” “ can ,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions . Forward - looking statements, including statements regarding our 2024 guidance, are based on certain assumptions and can include future expectations, future economic, competitive and market conditions, 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, tenant financial health, property acquisitions and the timing of these investments and acquisitions, 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 , 2024 , 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 .

 


41 © 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 proforma basis . A reconciliation of this non - GAAP financial measure to the most directly comparable GAAP measure is included in the following 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 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 . Total Debt and Net Debt The Company defines Total Debt as debt per the consolidated balance sheet excluding unamortized debt issuance costs, original issue discounts and debt discounts . Net Debt is defined as Total Debt less cash, cash equivalents and cash held in escrows . The Company considers the non - GAAP measures of Total Debt and Net Debt to be key supplemental measures of the Company's overall liquidity, capital structure and leverage because they provide industry analysts, lenders and investors useful information in understanding our financial condition . The Company's calculation of Total Debt and Net Debt may not be comparable to Total Debt and Net Debt reported by other REITs that interpret the definitions differently than the Company . The Company presents Net Debt on both an actual and proforma basis, assuming the net proceeds of the Forward Offerings (see below) are used to pay down debt . The Company believes the proforma measure may be useful to investors in understanding the potential effect of the Forward Offerings on the Company's capital structure, its future borrowing capacity, and its ability to service its debt . 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 shares 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, capital structure and leverage . The Company defines Anticipated Net Proceeds from Outstanding Forwards as the number of shares outstanding under forward sale agreements at the end of each quarter, multiplied by the applicable forward sale price for each agreement, respectively .

 


42 © 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”), Annualized Net Income, Weighted - Average Capitalization Rate, Funds From Operations (“FFO” or “ Nareit FFO”), Core Funds From Operations (“Core FFO”) and Adjusted Funds From Operations (“AFFO”) . FFO, Core FFO and AFFO are reconciled to the most directly comparable GAAP measure in the following pages . Annualized Base Rent (“ABR”) 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, investors, and other interested parties in analyzing concentrations and leasing activity . Annualized Net Income represents Net Income for the respective quarter, on an annualized basis . Weighted - Average Capitalization Rate 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 . 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, 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”) 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 .

 


43 © 20 24 AGREE REALTY CORPORATION . ALL RIGHTS RESERVED. CONFIDENTIAL. CONTACT PETER COUGHENOUR Chief Financial Officer (248) 737 - 4190 investors@agreerealty.com