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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Mark One
☒ |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2023, or
☐ |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period fromto
Commission File Number 001-12928
AGREE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland |
|
38-3148187 |
(State or other jurisdiction of incorporation or |
(I.R.S. Employer Identification No.) |
|
Organization) |
|
|
32301 Woodward Avenue, Royal Oak, Michigan |
|
48073 |
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
(248) 737-4190
(Registrant's telephone number, including area code)
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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes |
☒ |
No |
◻ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes |
☒ |
No |
◻ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
|
|
|
Large Accelerated Filer |
☒ |
Accelerated Filer |
◻ |
Non-accelerated Filer |
◻ |
Smaller reporting company |
☐ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes |
☐ |
No |
☒ |
As of July 31, 2023, the Registrant had 96,268,891 shares of common stock issued and outstanding.
AGREE REALTY CORPORATION
Index to Form 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
(Unaudited)
|
|
June 30, |
|
December 31, |
||
|
|
2023 |
|
2022 |
||
ASSETS |
|
|
|
|
|
|
Real Estate Investments |
|
|
|
|
|
|
Land |
|
$ |
2,090,557 |
|
$ |
1,941,599 |
Buildings |
|
|
4,476,493 |
|
|
4,054,679 |
Less accumulated depreciation |
|
|
(374,917) |
|
|
(321,142) |
|
|
|
6,192,133 |
|
|
5,675,136 |
Property under development |
|
|
81,526 |
|
|
65,932 |
Net Real Estate Investments |
|
|
6,273,659 |
|
|
5,741,068 |
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
|
8,068 |
|
|
27,763 |
|
|
|
|
|
|
|
Cash Held in Escrows |
|
|
4,179 |
|
|
1,146 |
|
|
|
|
|
|
|
Accounts Receivable - Tenants, net |
|
|
70,929 |
|
|
65,841 |
|
|
|
|
|
|
|
Lease Intangibles, net of accumulated amortization of |
|
|
|
|
|
|
$310,845 and $263,011 at June 30, 2023 and December 31, 2022, respectively |
|
|
825,998 |
|
|
799,448 |
|
|
|
|
|
|
|
Other Assets, net |
|
|
89,173 |
|
|
77,923 |
|
|
|
|
|
|
|
Total Assets |
|
$ |
7,272,006 |
|
$ |
6,713,189 |
See accompanying notes to Condensed Consolidated Financial Statements.
1
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
(Unaudited)
|
|
June 30, |
|
December 31, |
||
|
|
2023 |
|
2022 |
||
LIABILITIES |
|
|
|
|
|
|
Mortgage Notes Payable, net |
|
$ |
47,701 |
|
$ |
47,971 |
|
|
|
|
|
|
|
Senior Unsecured Notes, net |
|
|
1,793,198 |
|
|
1,792,047 |
|
|
|
|
|
|
|
Unsecured Revolving Credit Facility |
|
|
303,000 |
|
|
100,000 |
|
|
|
|
|
|
|
Dividends and Distributions Payable |
|
|
24,098 |
|
|
22,345 |
|
|
|
|
|
|
|
Accounts Payable, Accrued Expenses, and Other Liabilities |
|
|
87,692 |
|
|
83,722 |
|
|
|
|
|
|
|
Lease Intangibles, net of accumulated amortization of |
|
|
|
|
|
|
$38,945 and $35,992 at June 30, 2023 and December 31, 2022, respectively |
|
|
38,272 |
|
|
36,714 |
|
|
|
|
|
|
|
Total Liabilities |
|
|
2,293,961 |
|
|
2,082,799 |
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
Preferred stock, $.0001 par value per share, 4,000,000 shares authorized, 7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at June 30, 2023 and December 31, 2022 |
|
|
175,000 |
|
|
175,000 |
Common stock, $.0001 par value, 180,000,000 shares authorized, 96,269,336 and 90,173,424 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively |
|
|
10 |
|
|
9 |
Additional paid-in-capital |
|
|
5,060,200 |
|
|
4,658,570 |
Dividends in excess of net income |
|
|
(283,995) |
|
|
(228,132) |
Accumulated other comprehensive income (loss) |
|
|
25,625 |
|
|
23,551 |
|
|
|
|
|
|
|
Total Equity - Agree Realty Corporation |
|
|
4,976,840 |
|
|
4,628,998 |
Non-controlling interest |
|
|
1,205 |
|
|
1,392 |
Total Equity |
|
|
4,978,045 |
|
|
4,630,390 |
|
|
|
|
|
|
|
Total Liabilities and Equity |
|
$ |
7,272,006 |
|
$ |
6,713,189 |
See accompanying notes to Condensed Consolidated Financial Statements.
2
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except share and per-share data)
(Unaudited)
|
|
Three Months Ended |
|
Six Months Ended |
|
|
||||||||
|
|
June 30, 2023 |
|
June 30, 2022 |
|
June 30, 2023 |
|
June 30, 2022 |
|
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
129,876 |
|
$ |
104,793 |
|
$ |
256,485 |
|
$ |
203,105 |
|
|
Other |
|
|
24 |
|
|
83 |
|
|
33 |
|
|
113 |
|
|
Total Revenues |
|
|
129,900 |
|
|
104,876 |
|
|
256,518 |
|
|
203,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes |
|
|
9,874 |
|
|
7,979 |
|
|
19,305 |
|
|
15,591 |
|
|
Property operating expenses |
|
|
5,821 |
|
|
4,541 |
|
|
12,602 |
|
|
9,018 |
|
|
Land lease expense |
|
|
410 |
|
|
407 |
|
|
840 |
|
|
809 |
|
|
General and administrative |
|
|
8,420 |
|
|
7,651 |
|
|
17,244 |
|
|
15,272 |
|
|
Depreciation and amortization |
|
|
42,750 |
|
|
31,950 |
|
|
83,396 |
|
|
60,510 |
|
|
Provision for impairment |
|
|
1,315 |
|
|
— |
|
|
1,315 |
|
|
1,015 |
|
|
Total Operating Expenses |
|
|
68,590 |
|
|
52,528 |
|
|
134,702 |
|
|
102,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on sale of assets, net |
|
|
319 |
|
|
17 |
|
|
319 |
|
|
2,326 |
|
|
Gain (loss) on involuntary conversion, net |
|
|
— |
|
|
(25) |
|
|
— |
|
|
(50) |
|
|
Income from Operations |
|
|
61,629 |
|
|
52,340 |
|
|
122,135 |
|
|
103,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (Expense) Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(19,948) |
|
|
(15,512) |
|
|
(37,945) |
|
|
(29,442) |
|
|
Income tax (expense) benefit |
|
|
(709) |
|
|
(698) |
|
|
(1,492) |
|
|
(1,418) |
|
|
Other (expense) income |
|
|
43 |
|
|
— |
|
|
91 |
|
|
— |
|
|
Net Income |
|
|
41,015 |
|
|
36,130 |
|
|
82,789 |
|
|
72,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less net income attributable to non-controlling interest |
|
|
147 |
|
|
157 |
|
|
307 |
|
|
333 |
|
|
Net income attributable to Agree Realty Corporation |
|
|
40,868 |
|
|
35,973 |
|
|
82,482 |
|
|
72,086 |
|
|
Less Series A preferred stock dividends |
|
|
1,859 |
|
|
1,859 |
|
|
3,718 |
|
|
3,718 |
|
|
Net Income Attributable to Common Stockholders |
|
$ |
39,009 |
|
$ |
34,114 |
|
$ |
78,764 |
|
$ |
68,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Per Share Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.42 |
|
$ |
0.45 |
|
$ |
0.86 |
|
$ |
0.93 |
|
|
Diluted |
|
$ |
0.42 |
|
$ |
0.45 |
|
$ |
0.86 |
|
$ |
0.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
41,015 |
|
$ |
36,130 |
|
$ |
82,789 |
|
$ |
72,419 |
|
|
Amortization of interest rate swaps |
|
|
(630) |
|
|
82 |
|
|
(1,259) |
|
|
164 |
|
|
Change in fair value and settlement of interest rate swaps |
|
|
3,341 |
|
|
16,481 |
|
|
3,341 |
|
|
37,062 |
|
|
Total comprehensive income (loss) |
|
|
43,726 |
|
|
52,693 |
|
|
84,871 |
|
|
109,645 |
|
|
Less comprehensive income (loss) attributable to non-controlling interest |
|
|
157 |
|
|
233 |
|
|
315 |
|
|
509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss) Attributable to Agree Realty Corporation |
|
$ |
43,569 |
|
$ |
52,460 |
|
$ |
84,556 |
|
$ |
109,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding - Basic |
|
|
93,053,870 |
|
|
75,037,920 |
|
|
91,549,390 |
|
|
73,145,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding - Diluted |
|
|
93,134,385 |
|
|
75,570,089 |
|
|
91,862,290 |
|
|
73,474,930 |
|
|
See accompanying notes to Condensed Consolidated Financial Statements.
3
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(In thousands, except share and per-share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends in |
|
Other |
|
|
|
|
|
|
||
|
|
Preferred Stock |
|
Common Stock |
|
Additional |
|
excess of net |
|
Comprehensive |
|
Non-Controlling |
|
Total |
|||||||||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Paid-In Capital |
|
income |
|
Income (Loss) |
|
Interest |
|
Equity |
|||||||
Balance, December 31, 2022 |
|
7,000 |
|
$ |
175,000 |
|
90,173,424 |
|
$ |
9 |
|
$ |
4,658,570 |
|
$ |
(228,132) |
|
$ |
23,551 |
|
$ |
1,392 |
|
$ |
4,630,390 |
Issuance of common stock, net of issuance costs |
|
— |
|
|
— |
|
2,945,000 |
|
|
— |
|
|
195,133 |
|
|
— |
|
|
— |
|
|
— |
|
|
195,133 |
Repurchase of common shares |
|
— |
|
|
— |
|
(35,578) |
|
|
— |
|
|
(2,607) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,607) |
Issuance of stock under the 2020 Omnibus Incentive Plan |
|
— |
|
|
— |
|
128,993 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Forfeiture of restricted stock |
|
— |
|
|
— |
|
(13,760) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Stock-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
1,831 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,831 |
Series A preferred dividends declared for the period |
|
— |
|
|
(1,859) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,859) |
Dividends and distributions declared for the period |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(65,939) |
|
|
— |
|
|
(250) |
|
|
(66,189) |
Amortization, changes in fair value, and settlement of interest rate swaps |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(627) |
|
|
(2) |
|
|
(629) |
Net income |
|
— |
|
|
1,859 |
|
— |
|
|
— |
|
|
— |
|
|
39,755 |
|
|
— |
|
|
160 |
|
|
41,774 |
Balance, March 31, 2023 |
|
7,000 |
|
$ |
175,000 |
|
93,198,079 |
|
$ |
9 |
|
$ |
4,852,927 |
|
$ |
(254,316) |
|
$ |
22,924 |
|
$ |
1,300 |
|
$ |
4,797,844 |
Issuance of common stock, net of issuance costs |
|
— |
|
|
— |
|
3,070,997 |
|
|
1 |
|
|
205,104 |
|
|
— |
|
|
— |
|
|
— |
|
|
205,105 |
Repurchase of common shares |
|
— |
|
|
— |
|
(101) |
|
|
— |
|
|
(8) |
|
|
— |
|
|
— |
|
|
— |
|
|
(8) |
Issuance of stock under the 2020 Omnibus Incentive Plan |
|
— |
|
|
— |
|
373 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Forfeiture of restricted stock |
|
— |
|
|
— |
|
(12) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Stock-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
2,177 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,177 |
Series A preferred dividends declared for the period |
|
— |
|
|
(1,859) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,859) |
Dividends and distributions declared for the period |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(68,688) |
|
|
— |
|
|
(252) |
|
|
(68,940) |
Amortization, changes in fair value, and settlement of interest rate swaps |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,701 |
|
|
10 |
|
|
2,711 |
Net income |
|
— |
|
|
1,859 |
|
— |
|
|
— |
|
|
— |
|
|
39,009 |
|
|
— |
|
|
147 |
|
|
41,015 |
Balance, June 30, 2023 |
|
7,000 |
|
$ |
175,000 |
|
96,269,336 |
|
$ |
10 |
|
$ |
5,060,200 |
|
$ |
(283,995) |
|
$ |
25,625 |
|
$ |
1,205 |
|
$ |
4,978,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per depositary share of Series A preferred stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2023 |
|
|
|
$ |
0.266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2023 |
|
|
|
$ |
0.266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2023 |
|
|
|
|
|
|
|
|
$ |
0.720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2023 |
|
|
|
|
|
|
|
|
$ |
0.729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Condensed Consolidated Financial Statements.
4
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(In thousands, except share and per-share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends in |
|
Other |
|
|
|
|
|
|
||
|
|
Preferred Stock |
|
Common Stock |
|
Additional |
|
excess of net |
|
Comprehensive |
|
Non-Controlling |
|
Total |
|||||||||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Paid-In Capital |
|
income |
|
Income (Loss) |
|
Interest |
|
Equity |
|||||||
Balance, December 31, 2021 |
|
7,000 |
|
$ |
175,000 |
|
71,285,311 |
|
$ |
7 |
|
$ |
3,395,549 |
|
$ |
(147,366) |
|
$ |
(5,503) |
|
$ |
1,629 |
|
$ |
3,419,316 |
Issuance of common stock, net of issuance costs |
|
— |
|
|
— |
|
3,791,964 |
|
|
1 |
|
|
250,683 |
|
|
— |
|
|
— |
|
|
— |
|
|
250,684 |
Repurchase of common shares |
|
— |
|
|
— |
|
(28,117) |
|
|
— |
|
|
(1,745) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,745) |
Issuance of restricted stock under the 2020 Omnibus Incentive Plan |
|
— |
|
|
— |
|
125,422 |
|
|
— |
|
|
648 |
|
|
— |
|
|
— |
|
|
— |
|
|
648 |
Stock-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
1,635 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,635 |
Series A preferred dividends declared for the period |
|
— |
|
|
(1,859) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,859) |
Dividends and distributions declared for the period |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(49,653) |
|
|
— |
|
|
(237) |
|
|
(49,890) |
Amortization, changes in fair value, and settlement of interest rate swaps |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
20,563 |
|
|
100 |
|
|
20,663 |
Net income |
|
— |
|
|
1,859 |
|
— |
|
|
— |
|
|
— |
|
|
34,254 |
|
|
— |
|
|
176 |
|
|
36,289 |
Balance, March 31, 2022 |
|
7,000 |
|
$ |
175,000 |
|
75,174,580 |
|
$ |
8 |
|
$ |
3,646,770 |
|
$ |
(162,765) |
|
$ |
15,060 |
|
$ |
1,668 |
|
$ |
3,675,741 |
Issuance of common stock, net of issuance costs |
|
— |
|
|
— |
|
4,667,850 |
|
|
— |
|
|
300,110 |
|
|
— |
|
|
— |
|
|
— |
|
|
300,110 |
Repurchase of common shares |
|
— |
|
|
— |
|
(1,052) |
|
|
— |
|
|
(76) |
|
|
— |
|
|
— |
|
|
— |
|
|
(76) |
Issuance of stock under the 2020 Omnibus Incentive Plan |
|
— |
|
|
— |
|
1,493 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Forfeiture of restricted stock |
|
— |
|
|
— |
|
(128) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Stock-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
1,743 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,743 |
Series A preferred dividends declared for the period |
|
— |
|
|
(1,859) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,859) |
Dividends and distributions declared for the period |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(53,867) |
|
|
— |
|
|
(245) |
|
|
(54,112) |
Amortization, changes in fair value, and settlement of interest rate swaps |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
16,487 |
|
|
76 |
|
|
16,563 |
Net income |
|
— |
|
|
1,859 |
|
— |
|
|
— |
|
|
— |
|
|
34,114 |
|
|
— |
|
|
157 |
|
|
36,130 |
Balance, June 30, 2022 |
|
7,000 |
|
$ |
175,000 |
|
79,842,743 |
|
$ |
8 |
|
$ |
3,948,547 |
|
$ |
(182,518) |
|
$ |
31,547 |
|
$ |
1,656 |
|
$ |
3,974,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per depositary share of Series A preferred stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2022 |
|
|
|
$ |
0.266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2022 |
|
|
|
$ |
0.266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2022 |
|
|
|
|
|
|
|
|
$ |
0.681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2022 |
|
|
|
|
|
|
|
|
$ |
0.702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Condensed Consolidated Financial Statements.
5
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Six Months Ended |
||||
|
|
June 30, 2023 |
|
June 30, 2022 |
||
Cash Flows from Operating Activities |
|
|
|
|
|
|
Net income |
|
$ |
82,789 |
|
$ |
72,419 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
83,396 |
|
|
60,510 |
Amortization from above (below) market lease intangibles, net |
|
|
17,322 |
|
|
16,489 |
Amortization from financing costs, credit facility costs and debt discount |
|
|
2,225 |
|
|
1,884 |
Stock-based compensation |
|
|
4,008 |
|
|
3,378 |
Straight-line accrued rent |
|
|
(6,147) |
|
|
(6,230) |
Provision for impairment |
|
|
1,315 |
|
|
1,015 |
(Gain) loss on sale of assets |
|
|
(319) |
|
|
(2,326) |
(Increase) decrease in accounts receivable |
|
|
945 |
|
|
(1,564) |
(Increase) decrease in other assets |
|
|
(10,366) |
|
|
(951) |
Increase (decrease) in accounts payable, accrued expenses, and other liabilities |
|
|
8,560 |
|
|
5,465 |
Net Cash Provided by Operating Activities |
|
|
183,728 |
|
|
150,089 |
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
Acquisition of real estate investments and other assets |
|
|
(610,593) |
|
|
(799,166) |
Development of real estate investments and other assets, net of reimbursements |
|
|
|
|
|
|
(including capitalized interest of $1,203 in 2023 and $262 in 2022) |
|
|
(55,813) |
|
|
(46,105) |
Payment of leasing costs |
|
|
(36) |
|
|
(203) |
Net proceeds from sale of assets |
|
|
3,069 |
|
|
23,924 |
Net Cash Used in Investing Activities |
|
|
(663,373) |
|
|
(821,550) |
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
Proceeds from common stock offerings, net |
|
|
400,237 |
|
|
550,794 |
Repurchase of common shares |
|
|
(2,615) |
|
|
(1,821) |
Unsecured revolving credit facility borrowings |
|
|
636,000 |
|
|
680,000 |
Unsecured revolving credit facility repayments |
|
|
(433,000) |
|
|
(470,000) |
Payments of mortgage notes payable |
|
|
(445) |
|
|
(418) |
Payment of Series A preferred dividends |
|
|
(3,718) |
|
|
(3,718) |
Payment of common stock dividends |
|
|
(133,112) |
|
|
(101,018) |
Distributions to non-controlling interest |
|
|
(266) |
|
|
(478) |
Payments for financing costs |
|
|
(98) |
|
|
(23) |
Net Cash Provided by Financing Activities |
|
|
462,983 |
|
|
653,318 |
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow |
|
|
(16,662) |
|
|
(18,143) |
Cash and cash equivalents and cash held in escrow, beginning of period |
|
|
28,909 |
|
|
45,250 |
Cash and cash equivalents and cash held in escrow, end of period |
|
$ |
12,247 |
|
$ |
27,107 |
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
Cash paid for interest (net of amounts capitalized) |
|
$ |
47,048 |
|
$ |
28,502 |
Cash paid for income tax |
|
$ |
3,019 |
|
$ |
2,335 |
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities |
|
|
|
|
|
|
Mortgage note payable assumed, net of $2,548 mortgage debt discount |
|
$ |
— |
|
$ |
39,702 |
Series A preferred dividends declared and unpaid |
|
$ |
620 |
|
$ |
620 |
Common stock dividends and limited partners' distributions declared and unpaid |
|
$ |
23,478 |
|
$ |
18,765 |
Change in accrual of development, construction and other real estate investment costs |
|
$ |
(4,589) |
|
$ |
(341) |
See accompanying notes to Condensed Consolidated Financial Statements.
6
AGREE REALTY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
Note 1 – Organization
Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange in 1994.
The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.6% common equity interest as of June 30, 2023. There is a one-for-one relationship between the limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) owned by the Company and shares of Company common stock outstanding. The Company also owns a Series A preferred equity interest in the Operating Partnership. This preferred equity interest corresponds on a one-for-one basis to the Company’s Series A Preferred Stock (see Note 6 – Common and Preferred Stock), providing income and distributions to the Company equal to the dividends payable on that stock. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
The terms “Agree Realty,” the “Company,” “Management,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting and Principles of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. The unaudited Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three and six months ended June 30, 2023 may not be indicative of the results that may be expected for the year ending December 31, 2023. Amounts as of December 31, 2022 included in the Condensed Consolidated Financial Statements have been derived from the audited Consolidated Financial Statements as of that date. The unaudited Condensed Consolidated Financial Statements, included herein, should be read in conjunction with the audited Consolidated Financial Statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Form 10-K for the year ended December 31, 2022.
The unaudited Condensed Consolidated Financial Statements include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. The Company, as the sole general partner, held 99.6% of the Operating Partnership’s common equity as of June 30, 2023 and December 31, 2022, as well as 100% of the Series A preferred equity interest. All material intercompany accounts and transactions are eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.
7
At June 30, 2023 and December 31, 2022, the non-controlling interest in the Operating Partnership consisted of a 0.4% common ownership interest in the Operating Partnership held by the Company’s founder and Executive Chairman. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of its shares. Assuming the exchange of all non-controlling Operating Partnership Common Units, there would have been 96,616,955 shares of common stock outstanding at June 30, 2023.
Real Estate Investments
The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed.
Assets Held for Sale
Assets are classified as real estate held for sale based on specific criteria as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant & Equipment. Properties classified as real estate held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as real estate held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year.
Acquisitions of Real Estate
The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in-place leases and above- or below-market leases. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.
In allocating the fair value of the identified tangible and intangible assets and liabilities of an acquired property, land is valued based upon comparable market data or independent appraisals. Buildings are valued on an as-if vacant basis based on a cost approach utilizing estimates of cost and the economic age of the building or an income approach utilizing various market data. In-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. 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. In the case of sale-leaseback transactions, it is typically assumed that the lease is not in-place prior to the close of the transaction.
Depreciation and Amortization
Land, buildings and improvements are recorded and stated at cost. The Company’s properties are depreciated using the straight-line method over the estimated remaining useful life of the assets, which are generally 40 years for buildings and 10 to 20 years for improvements. Properties classified as held for sale and properties under development or redevelopment are not depreciated. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
8
In-place lease intangible assets and the capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease as well as any option periods included in the estimated fair value. In-place lease intangible assets are amortized to amortization expense and above- and below-market lease intangibles are amortized as a net adjustment to rental income. In the event of early lease termination, the remaining net book value of any above- or below-market lease intangible is recognized as an adjustment to rental income.
The following schedule summarizes the Company’s amortization of lease intangibles for the three and six months ended June 30, 2023 and 2022 (presented in thousands):
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
June 30, 2023 |
|
June 30, 2022 |
|
June 30, 2023 |
|
June 30, 2022 |
|
||||
Lease intangibles (in-place) |
|
$ |
14,183 |
|
$ |
10,407 |
|
$ |
27,807 |
|
$ |
19,203 |
|
Lease intangibles (above-market) |
|
|
10,162 |
|
|
9,846 |
|
|
20,275 |
|
|
19,483 |
|
Lease intangibles (below-market) |
|
|
(1,451) |
|
|
(1,535) |
|
|
(2,953) |
|
|
(2,994) |
|
Total |
|
$ |
22,894 |
|
$ |
18,718 |
|
$ |
45,129 |
|
$ |
35,692 |
|
The following schedule represents estimated future amortization of lease intangibles as of June 30, 2023 (presented in thousands):
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ending December 31, |
|
(remaining) |
|
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Thereafter |
|
Total |
|||||||
Lease intangibles (in-place) |
|
$ |
28,957 |
|
|
$ |
55,311 |
|
$ |
52,268 |
|
$ |
48,933 |
|
$ |
43,799 |
|
$ |
203,934 |
|
$ |
433,202 |
Lease intangibles (above-market) |
|
|
19,329 |
|
|
|
36,050 |
|
|
33,716 |
|
|
31,987 |
|
|
29,588 |
|
|
242,126 |
|
|
392,796 |
Lease intangibles (below-market) |
|
|
(2,868) |
|
|
|
(5,237) |
|
|
(4,801) |
|
|
(4,448) |
|
|
(4,034) |
|
|
(16,884) |
|
|
(38,272) |
Total |
|
$ |
45,418 |
|
|
$ |
86,124 |
|
$ |
81,183 |
|
$ |
76,472 |
|
$ |
69,353 |
|
$ |
429,176 |
|
$ |
787,726 |
Impairments
The Company reviews real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, the Company’s ability or expectation to re-lease properties that are vacant or become vacant or a change in the anticipated holding period for a property.
Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, to the carrying cost of the individual asset.
Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.
The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.
Cash and Cash Equivalents and Cash Held in Escrows
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of deposit, checking, and money market accounts. The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Cash held in escrows primarily relates to proposed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and funds restricted through a mortgage agreement.
9
The Company had $10.4 million and $27.1 million in cash and cash equivalents and cash held in escrow as of June 30, 2023 and December 31, 2022, respectively, in excess of the FDIC insured limit.
Per the requirements of Accounting Standards Update (“ASU”) 2016-18 (Topic 230, Statement of Cash Flows) the following table provides a reconciliation of cash and cash equivalents and cash held in escrow, both as reported within the Condensed Consolidated Balance Sheets, to the total of the cash and cash equivalents and cash held in escrow as reported within the Condensed Consolidated Statements of Cash Flows (presented in thousands):
|
|
June 30, 2023 |
|
December 31, 2022 |
||
Cash and cash equivalents |
|
$ |
8,068 |
|
$ |
27,763 |
Cash held in escrow |
|
|
4,179 |
|
|
1,146 |
Total of cash and cash equivalents and cash held in escrow |
|
$ |
12,247 |
|
$ |
28,909 |
|
|
|
|
|
|
|
Revenue Recognition and Accounts Receivable
The Company leases real estate to its tenants under long-term net leases which are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Rental increases based upon changes in the consumer price indexes, or other variable factors, are recognized only after changes in such factors have occurred and are then applied according to the lease agreements. Certain leases also provide for additional rent based on tenants’ sales volumes. These rents are recognized when determinable after the tenant exceeds a sales breakpoint.
Recognizing rent escalations on a straight-line method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the accounts receivable - tenants line item in the Condensed Consolidated Balance Sheets. The balance of straight-line rent receivables at June 30, 2023 and December 31, 2022 was $59.9 million and $53.9 million, respectively. To the extent any of the tenants under these leases become unable to pay their contractual cash rents, the Company may be required to write down the straight-line rent receivable from those tenants, which would reduce rental income.
The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental revenue. The Company’s review of collectability of charges under its operating leases also includes any accrued rental revenue related to the straight-line method of reporting rental revenue.
As of June 30, 2023, the Company has nine leases across seven tenants where collection is no longer considered probable. For these tenants, the Company is recording rental income on a cash basis and has written off any outstanding receivables, including straight-line rent receivables. Adjustments to rental revenue related to potentially uncollectible charges under these tenant leases resulted in a reduction to rental income of less than $0.1 million for the three and six months ended June 30, 2023, respectively.
In addition to the tenant-specific collectability assessment performed, the Company may also recognize a general allowance, as a reduction to rental revenue, for its operating lease receivables which are not expected to be fully collectible based on the potential for settlement of arrears. As of June 30, 2023, the Company recognized a general allowance of less than $0.1 million and had no general allowance at December 31, 2022.
The Company’s leases provide for reimbursement from tenants for common area maintenance, insurance, real estate taxes and other operating expenses. A portion of the Company’s operating cost reimbursement revenue is estimated each period and is recognized as rental revenue in the period the recoverable costs are incurred and accrued, and the related revenue is earned. The balance of unbilled operating cost reimbursement receivable at June 30, 2023 and December 31, 2022 was $9.2 million and $11.1 million, respectively. Unbilled operating cost reimbursement receivable is reflected in accounts receivable – tenants, net in the Condensed Consolidated Balance Sheets.
10
The Company has adopted the practical expedient in FASB ASC Topic 842, Leases (“ASC 842”) that allows lessors to combine non-lease components with the lease components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is classified as an operating lease. As a result, all rentals and reimbursements pursuant to tenant leases are reflected as one line, rental income, in the Condensed Consolidated Statement of Operations and Comprehensive Income.
Earnings per Share
Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common shares (“restricted shares”), which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per share of common stock. In accordance with the two-class method, earnings per share has been computed by dividing net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income less net income attributable to unvested restricted shares by the weighted average shares of common shares and potentially dilutive securities in accordance with the treasury stock method.
The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net earnings per share of common stock for each of the periods presented (presented in thousands, except for share data):
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
June 30, 2023 |
|
June 30, 2022 |
|
June 30, 2023 |
|
June 30, 2022 |
|
||||
Net income attributable to Agree Realty Corporation |
|
$ |
40,868 |
|
$ |
35,973 |
|
$ |
82,482 |
|
$ |
72,086 |
|
Less: Series A preferred stock dividends |
|
|
(1,859) |
|
|
(1,859) |
|
|
(3,718) |
|
|
(3,718) |
|
Net income attributable to common stockholders |
|
|
39,009 |
|
|
34,114 |
|
|
78,764 |
|
|
68,368 |
|
Less: Income attributable to unvested restricted shares |
|
|
(100) |
|
|
(103) |
|
|
(204) |
|
|
(207) |
|
Net income used in basic and diluted earnings per share |
|
$ |
38,909 |
|
$ |
34,011 |
|
$ |
78,560 |
|
$ |
68,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
93,299,541 |
|
|
75,277,924 |
|
|
91,795,061 |
|
|
73,385,101 |
|
Less: Unvested restricted shares |
|
|
(245,671) |
|
|
(240,004) |
|
|
(245,671) |
|
|
(240,004) |
|
Weighted average number of common shares outstanding used in basic earnings per share |
|
|
93,053,870 |
|
|
75,037,920 |
|
|
91,549,390 |
|
|
73,145,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding used in basic earnings per share |
|
|
93,053,870 |
|
|
75,037,920 |
|
|
91,549,390 |
|
|
73,145,097 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
79,914 |
|
|
92,177 |
|
|
88,603 |
|
|
85,345 |
|
ATM Forward Equity Offerings |
|
|
601 |
|
|
40,752 |
|
|
73,853 |
|
|
20,867 |
|
December 2021 Forward Equity Offering |
|
|
— |
|
|
311,848 |
|
|
— |
|
|
179,925 |
|
May 2022 Forward Equity Offering |
|
|
— |
|
|
87,392 |
|
|
— |
|
|
43,696 |
|
September 2022 Forward Equity Offering |
|
|
— |
|
|
— |
|
|
150,444 |
|
|
— |
|
Weighted average number of common shares outstanding used in diluted earnings per share |
|
|
93,134,385 |
|
|
75,570,089 |
|
|
91,862,290 |
|
|
73,474,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Partnership Units ("OP Units") |
|
|
347,619 |
|
|
347,619 |
|
|
347,619 |
|
|
347,619 |
|
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share |
|
|
93,482,004 |
|
|
75,917,708 |
|
|
92,209,909 |
|
|
73,822,549 |
|
For the three months ended June 30, 2023, 41 restricted shares granted in 2020 and 3,715 performance units granted in 2023 were anti-dilutive and were not included in the computation of diluted earnings per share.
11
For the six months ended June 30, 2023, 1,794 performance units granted in 2023 were anti-dilutive and were not included in the computation of diluted earnings per share.
For the three months ended June 30, 2022, four shares of common stock related to at-the-market (“ATM”) forward equity offerings and 483 restricted shares granted in 2020 and 2021 were anti-dilutive and were not included in the computation of diluted earnings per share.
For the six months ended June 30, 2022, 38,316 shares of common stock related to ATM forward equity offerings and 1,305 restricted shares granted in 2020 and 2021were anti-dilutive and were not included in the computation of diluted earnings per share.
Forward Equity Sales
The Company occasionally sells shares of common stock through forward sale agreements to enable 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.
To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock.
The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from forward sale agreements during the period of time prior to settlement.
Equity Offering Costs
Underwriting commissions and offering costs of equity offerings have been reflected as a reduction of additional paid-in-capital in the Company’s Condensed Consolidated Balance Sheets.
Income Taxes
The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For the periods covered in the Condensed Consolidated Financial Statements, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes. Notwithstanding its qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.
Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.
The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes.
12
All provisions for federal income taxes in the accompanying Condensed Consolidated Financial Statements are attributable to the Company’s TRS.
The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in its financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in the Condensed Consolidated Financial Statements.
Management’s Responsibility to Evaluate Its Ability to Continue as a Going Concern
When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its evaluation, the Company considers, among other things, any risks and/or uncertainties to its results of operations, contractual obligations in the form of near-term debt maturities, dividend requirements, or other factors impacting the Company’s liquidity and capital resources. No conditions or events that raised substantial doubt about the ability to continue as a going concern within one year were identified as of the issuance date of the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.
Reclassifications
Certain reclassifications of prior period amounts have been made in the consolidated financial statements and footnotes in order to conform to the current presentation.
Segment Reporting
The Company is primarily in the business of acquiring, developing and managing retail real estate. The Company’s chief operating decision maker, which is its Chief Executive Officer, does not distinguish or group operations on a geographic or other basis when assessing the financial performance of the Company’s portfolio of properties. Accordingly, the Company has a single reportable segment for disclosure purposes.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Values of Financial Instruments
The Company’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance, ASC Topic 820 Fair Value Measurement (“ASC 820”). The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 – Valuation is based upon inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
13
Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.
Recent Accounting Pronouncements
In March 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)” (“ASU 2022-03”). ASU 2022-03 clarifies that contractual sale restrictions on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, are not considered in measuring the fair value of equity securities. In addition, the amendment requires the disclosure of: (1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, (2) the nature and remaining duration of the restrictions, and (3) any circumstances that could cause a lapse in the restrictions. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The amendment is applied prospectively and early adoption is permitted. The Company continues to evaluate the potential impact of the guidance.
Note 3 – Leases
Tenant Leases
The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants. As of June 30, 2023, the Company’s portfolio was approximately 99.7% leased and had a weighted average remaining lease term (excluding extension options) of approximately 8.6 years. A significant majority of its properties are leased to national tenants and approximately 67.9% of its annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.
Substantially all of the Company’s tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, the Company’s tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. Certain of the Company’s properties are subject to leases under which it retains responsibility for specific costs and expenses of the property.
The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.
The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended. The Company maintains a proactive leasing program that, combined with the quality and locations of its properties, has made its properties attractive to tenants. The Company intends to continue to hold its properties for long-term investment and, accordingly, places a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance.
The Company has elected the practical expedient in ASC 842 on not separating non-lease components from associated lease components. The lease and non-lease components combined as a result of this election largely include tenant rentals and maintenance charges, respectively. The Company applies the accounting requirements of ASC 842 to the combined component.
14
The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the three and six months ended June 30, 2023 and 2022 (presented in thousands):
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
June 30, 2023 |
|
June 30, 2022 |
|
June 30, 2023 |
|
June 30, 2022 |
|
||||
Total lease payments |
|
$ |
135,691 |
|
$ |
110,062 |
|
$ |
267,842 |
|
$ |
213,424 |
|
Less: Operating cost reimbursements and percentage rents |
|
|
14,731 |
|
|
11,770 |
|
|
31,122 |
|
|
23,684 |
|
Total non-variable lease payments |
|
$ |
120,960 |
|
$ |
98,292 |
|
$ |
236,720 |
|
$ |
189,740 |
|
At June 30, 2023, future non-variable lease payments to be received from the Company’s operating leases for the remainder of 2023, the following four years, and thereafter are as follows (presented in thousands):
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31, |
|
(remaining) |
|
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Thereafter |
|
Total |
|||||||
Future non-variable lease payments |
|
$ |
256,759 |
|
|
$ |
510,508 |
|
$ |
500,458 |
|
$ |
481,143 |
|
$ |
455,808 |
|
$ |
2,449,906 |
|
$ |
4,654,582 |
Deferred Revenue
As of June 30, 2023 and December 31, 2022, there was $20.8 million and $18.1 million, respectively, in deferred revenues resulting from rents paid in advance. Deferred revenues are recognized within accounts payable, accrued expenses, and other liabilities on the Condensed Consolidated Balance Sheets as of these dates.
Land Lease Obligations
The Company is the lessee under land lease agreements for certain of its properties. ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases, whether qualifying as operating or finance. As of June 30, 2023 and December 31, 2022, the Company had $60.5 million and $60.9 million, respectively, of right of use assets, net, recognized within other assets in the Condensed Consolidated Balance Sheets, while the corresponding lease obligations, net, of $23.3 million and $23.6 million, respectively, were recognized within accounts payable, accrued expenses, and other liabilities on the Condensed Consolidated Balance Sheets as of these dates.
The Company’s land leases do not include any variable lease payments. These leases typically provide multi-year renewal options to extend their term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. Certain of the Company’s land leases qualify as finance leases as a result of purchase options that are reasonably certain of being exercised or automatic transfer of title to the Company at the end of the lease term.
Amortization of right of use assets for operating land leases is classified as land lease expense and was $0.4 million for the three months ended June 30, 2023 and 2022 and $0.8 million for the six months ended June 30, 2023 and 2022. There was no amortization of right of use assets for finance land leases, as the underlying leased asset (land) has an infinite life. Interest expense on finance land leases was less than $0.1 million during the three months ended June 30, 2023 and 2022 and $0.1 million for the six months ended June 30, 2023 and 2022.
In calculating its lease obligations under ground leases, the Company uses discount rates estimated to be equal to what it would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.
15
The following tables include information on the Company’s land leases for which it is the lessee, for the three and six months ended June 30, 2023 and 2022. (presented in thousands)
|
|
Three Months Ended |
|
|
|
Six Months Ended |
|||||||||||
|
|
June 30, 2023 |
|
|
June 30, 2022 |
|
|
|
June 30, 2023 |
|
|
June 30, 2022 |
|
||||
Operating leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash outflows |
|
$ |
299 |
|
|
$ |
301 |
|
|
|
$ |
598 |
|
|
$ |
598 |
|
Weighted-average remaining lease term - operating leases (years) |
|
|
33.4 |
|
|
|
33.7 |
|
|
|
|
33.4 |
|
|
|
33.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash outflows |
|
$ |
63 |
|
|
$ |
64 |
|
|
|
$ |
126 |
|
|
$ |
128 |
|
Financing cash outflows |
|
$ |
21 |
|
|
$ |
20 |
|
|
|
$ |
42 |
|
|
$ |
40 |
|
Weighted-average remaining lease term - finance leases (years) |
|
|
1.3 |
|
|
|
2.3 |
|
|
|
|
1.3 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average discount rate used in computing operating and finance lease obligations approximated 4% at June 30, 2023 and 2022.
The following is a maturity analysis of lease liabilities for operating land leases as of June 30, 2023 for the remainder of 2023 and the following four years. (presented in thousands)
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31, |
|
(remaining) |
|
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Thereafter |
|
Total |
|||||||
Lease payments |
|
$ |
598 |
|
|
$ |
1,197 |
|
$ |
1,197 |
|
$ |
1,195 |
|
$ |
1,042 |
|
$ |
28,809 |
|
$ |
34,038 |
Imputed interest |
|
|
(353) |
|
|
|
(690) |
|
|
(669) |
|
|
(647) |
|
|
(627) |
|
|
(13,864) |
|
|
(16,850) |
Total lease liabilities |
|
$ |
245 |
|
|
$ |
507 |
|
$ |
528 |
|
$ |
548 |
|
$ |
415 |
|
$ |
14,945 |
|
$ |
17,188 |
The following is a maturity analysis of lease liabilities for finance land leases as of June 30, 2023 for the remainder of 2023 and the following four years. (presented in thousands)
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31, |
|
(remaining) |
|
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Thereafter |
|
Total |
|||||||
Lease payments |
|
$ |
168 |
|
|
$ |
6,252 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
6,420 |
Imputed interest |
|
|
(125) |
|
|
|
(207) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(332) |
Total lease liabilities |
|
$ |
43 |
|
|
$ |
6,045 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
6,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 4 – Real Estate Investments
Real Estate Portfolio
As of June 30, 2023, the Company owned 2,004 properties, with a total gross leasable area (“GLA”) of approximately 41.7 million square feet. Net Real Estate Investments totaled $6.3 billion as of June 30, 2023. As of December 31, 2022, the Company owned 1,839 properties, with a total GLA of approximately 38.1 million square feet. Net Real Estate Investments totaled $5.7 billion as of December 31, 2022.
Acquisitions
During the three months ended June 30, 2023, the Company purchased 92 retail net lease assets for approximately $307.0 million, which includes acquisition and closing costs. These properties are located in 31 states and had a weighted average lease term of approximately 9.9 years.
16
During the six months ended June 30, 2023, the Company purchased 158 retail net lease assets for approximately $610.8 million, which includes acquisition and closing costs. These properties are located in 35 states and had a weighted average lease term of approximately 11.5 years.
The aggregate acquisitions for the six months ended June 30, 2023 were allocated $144.2 million to land, $395.4 million to buildings and improvements and $71.3 million to lease intangibles, net.
During the three months ended June 30, 2022, the Company purchased 99 retail net lease assets for approximately $423.7 million, which includes acquisition costs, closing costs and the assumption of a $42.3 million mortgage note. These properties are located in 33 states and are leased for a weighted average lease term of approximately 10.0 years.
During the six months ended June 30, 2022, the Company purchased 205 retail net lease assets for approximately $833.5 million, which includes acquisition costs, closing costs and the assumption of a $42.3 million mortgage note. These properties are located in 40 states and are leased for a weighted average lease term of approximately 9.6 years.
The aggregate acquisitions for the six months ended June 30, 2022 were allocated $205.7 million to land, $523.1 million to buildings and improvements, $102.2 million to lease intangibles, net and $2.5 million to assumed mortgage debt discount.
The acquisitions were primarily funded as cash purchases. In connection with the acquisitions completed during the six months ended June 30, 2022, the Company assumed a mortgage note payable with a principal balance of $42.3 million.
There was no material contingent consideration associated with these acquisitions. None of the Company’s acquisitions during the first six months of 2023 or 2022 caused any new or existing tenant to comprise 10% or more of its total assets or generate 10% or more of its total annualized contractual base rent.
Developments
During the three months ended June 30, 2023, the Company commenced two and completed six development or Partner Capital Solutions projects. During the six months ended June 30, 2023, the Company commenced seven and completed nine development or Partner Capital Solutions projects. At June 30, 2023, the Company had 22 development or Partner Capital Solutions projects under construction.
During the three months ended June 30, 2022, the Company commenced five development or Partner Capital Solutions projects. During the six months ended June 30, 2022, the Company commenced 20 development or Partner Capital Solutions projects. At June 30, 2022, the Company had 21 development or Partner Capital Solutions projects under construction.
Dispositions
The Company sold one property during the three and six months ended June 30, 2023 for net proceeds of $3.1 million and recorded a net gain of $0.3 million.
During the three months ended June 30, 2022, the Company sold four properties for net proceeds of $16.3 million and recorded a net gain of less than $0.1 million. During the six months ended June 30, 2022, the Company sold five properties for net proceeds of $23.9 million and recorded a net gain of $2.3 million.
Assets Held for Sale
The Company did not classify any operating properties as real estate held for sale at June 30, 2023 or December 31, 2022.
17
Provisions for Impairment
As a result of the Company’s review of real estate investments, it recognized $1.3 million and no provisions for impairment for the three months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized a $1.3 million and $1.0 million provision for impairment, respectively. The estimated fair value of the impaired real estate assets at their time of impairment was $0.5 million in 2023 and $1.8 million in 2022.
Note 5 – Debt
As of June 30, 2023, the Company had total gross indebtedness of $2.16 billion, including (i) $49.9 million of mortgage notes payable; (ii) $1.81 billion of senior unsecured notes; and (iii) $303.0 million outstanding under the Revolving Credit Facility (defined below).
Mortgage Notes Payable
As of June 30, 2023, the Company had total gross mortgage indebtedness of $49.9 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $85.0 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.92% as of June 30, 2023 and 3.94% as of December 31, 2022.
Mortgage notes payable consisted of the following (presented in thousands):
|
|
June 30, 2023 |
|
December 31, 2022 |
||
Note payable in monthly installments of interest only at 5.01% per annum, with a balloon payment due September 2023 |
|
$ |
4,622 |
|
$ |
4,622 |
|
|
|
|
|
|
|
Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026 |
|
|
3,077 |
|
|
3,523 |
|
|
|
|
|
|
|
Note payable in monthly installments of interest only at 3.63% per annum, with a balloon payment due December 2029 |
|
|
42,250 |
|
|
42,250 |
|
|
|
|
|
|
|
Total principal |
|
|
49,949 |
|
|
50,395 |
Unamortized debt issuance costs and assumed debt discount, net |
|
|
(2,248) |
|
|
(2,424) |
Total |
|
$ |
47,701 |
|
$ |
47,971 |
In connection with a four-property acquisition during the three months ended June 30, 2022, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million and stated interest rate of 3.63% maturing December 2029. In connection with the purchase price allocation, the mortgage debt was recorded at fair value as of the date of acquisition resulting in a $2.5 million debt discount that will be amortized over the term of the mortgage note payable into interest expense in the Condensed Consolidated Statements of Operations and Comprehensive Income.
The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At June 30, 2023, there were no mortgage loans with partial recourse to the Company.
The Company has entered into mortgage loans that are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
18
Senior Unsecured Notes
The following table presents the senior unsecured notes principal balances net of unamortized debt issuance costs and original issue discounts for the Company’s private placement and public offerings as of June 30, 2023 and December 31, 2022 (presented in thousands):
|
All-in |
|
|
|
|
|
|
|
|
|
|
Interest Rate (1) |
|
Maturity |
|
June 30, 2023 |
|
December 31, 2022 |
|||
2025 Senior Unsecured Notes |
4.16 |
% |
|
May 2025 |
|
$ |
50,000 |
|
$ |
50,000 |
2027 Senior Unsecured Notes |
4.26 |
% |
|
May 2027 |
|
|
50,000 |
|
|
50,000 |
2028 Senior Unsecured Public Notes (2) |
2.11 |
% |
|
June 2028 |
|
|
350,000 |
|
|
350,000 |
2028 Senior Unsecured Notes |
4.42 |
% |
|
July 2028 |
|
|
60,000 |
|
|
60,000 |
2029 Senior Unsecured Notes |
4.19 |
% |
|
September 2029 |
|
|
100,000 |
|
|
100,000 |
2030 Senior Unsecured Notes |
4.32 |
% |
|
September 2030 |
|
|
125,000 |
|
|
125,000 |
2030 Senior Unsecured Public Notes (3) |
3.49 |
% |
|
October 2030 |
|
|
350,000 |
|
|
350,000 |
2031 Senior Unsecured Notes (4) |
4.42 |
% |
|
October 2031 |
|
|
125,000 |
|
|
125,000 |
2032 Senior Unsecured Public Notes (5) |
3.96 |
% |
|
October 2032 |
|
|
300,000 |
|
|
300,000 |
2033 Senior Unsecured Public Notes (6) |
2.13 |
% |
|
June 2033 |
|
|
300,000 |
|
|
300,000 |
Total Principal |
|
|
|
|
|
|
1,810,000 |
|
|
1,810,000 |
Unamortized debt issuance costs and original issue discounts, net |
|
|
|
|
|
|
(16,802) |
|
|
(17,953) |
Total |
|
|
|
|
|
$ |
1,793,198 |
|
$ |
1,792,047 |
(1) The all-in interest rate reflects the straight-line amortization of the terminated swap agreements, as applicable.
(2) The 2028 Senior Unsecured Public Notes’ stated coupon rate is 2.00%.
(3) The 2030 Senior Unsecured Public Notes’ stated coupon rate is 2.90%.
(4) The 2031 Senior Unsecured Notes’ stated coupon rate is 4.47%.
(5) The 2032 Senior Unsecured Public Notes’ stated coupon rate is 4.80%.
(6) The 2033 Senior Unsecured Public Notes’ stated coupon rate is 2.60%.
The Company has entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows on forecasted issuances of debt. Refer to Note 9 – Derivative Instruments and Hedging Activity. In connection with pricing certain Senior Unsecured Notes and Senior Unsecured Public Notes, the Company terminated forward-starting interest rate swap agreements to fix the interest rate on all or a portion of the respective notes.
Senior Unsecured Notes – Private Placements
The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
Senior Unsecured Notes – Public Offerings
The Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
19
Senior Unsecured Revolving Credit Facility
In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which provided for a $1.0 billion senior unsecured revolving credit facility (the "Revolving Credit Facility") that bore interest based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company’s credit ratings and leverage ratio. Based on the Company’s credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR.
In November 2022, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement which converted the interest rate on its $1.0 billion Revolving Credit Facility from a spread over LIBOR to a spread over SOFR plus a SOFR adjustment of 10 basis points.
The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing plus the SOFR adjustment of 10 basis points, pricing on the Revolving Credit Facility was 87.5 basis points over SOFR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.
The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.
The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million.
Debt Maturities
The following table presents scheduled principal payments related to the Company’s debt as of June 30, 2023 (presented in thousands):
|
Scheduled |
|
Balloon |
|
|
|
||
|
Principal |
|
Payment |
|
Total |
|||
Remainder of 2023 |
$ |
459 |
|
$ |
4,622 |
|
$ |
5,081 |
2024 |
|
963 |
|
|
— |
|
|
963 |
2025 |
|
1,026 |
|
|
50,000 |
|
|
51,026 |
2026 (1) |
|
629 |
|
|
303,000 |
|
|
303,629 |
2027 |
|
— |
|
|
50,000 |
|
|
50,000 |
Thereafter |
|
— |
|
|
1,752,250 |
|
|
1,752,250 |
Total scheduled principal payments |
$ |
3,077 |
|
$ |
2,159,872 |
|
$ |
2,162,949 |
| (1) | The Revolving Credit Facility matures in January 2026, with options to extend the maturity to January 2027. The Revolving Credit Facility had a $303.0 million outstanding balance as of June 30, 2023. |
Loan Covenants
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio.
20
As of June 30, 2023, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of June 30, 2023.
Note 6 – Common and Preferred Stock
Shelf Registration
On May 5, 2023, the Company filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Common Stock Offerings
In December 2021, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements. During the six months ended June 30, 2022, the Company settled all of the December 2021 forward sale agreements. The offering resulted in net proceeds to the Company of approximately $368.7 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.
In May 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled all of these forward sale agreements. The offering resulted in net proceeds to the Company of approximately $386.7 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.
In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled 1,600,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $106.2 million. During the six months ended June 30, 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million. The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments as provided in the equity distribution agreement.
Preferred Stock Offering
As of June 30, 2023, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.
Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Monthly dividends on the Series A Preferred Shares have been and will be in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.
The Company may not redeem the Series A Preferred Shares before September 2026, except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends.
21
This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.
ATM Programs
The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.
Under the current $750.0 million ATM Program, the Company has entered into forward sale agreements through June 30, 2023 to sell an aggregate of 5,036,229 shares of common stock, for anticipated net proceeds of $345.6 million. Through December 31, 2022, the Company settled 245,591 shares of these forward sale agreements for net proceeds of approximately $18.1 million, after deducting fees and expenses. During the six months ended June 30, 2023, the Company settled 1,865,997 shares of these forward sales agreements for net proceeds of approximately $125.5 million, after deducting fees and expenses.
The Company is required to settle the remaining 2,924,641 shares subject to forward sale agreements by various dates between November and December 2023. After considering the shares of common stock issued or sold subject to forward sale agreements under the current ATM Program, the Company had approximately $401.4 million of availability remaining under the current ATM program as of June 30, 2023.
During 2022, the Company settled 5,453,975 shares of common stock under predecessor ATM programs, generating net proceeds of $379.1 million.
Note 7 – Dividends and Distribution Payable
During the three months ended June 30, 2023 and 2022 the Company declared monthly dividends of $0.243 and $0.234, respectively, per common share. Holders of Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for April and May were paid during the three months ended June 30, 2023 and 2022, while the June dividends and distributions were recorded as liabilities on the Condensed Consolidated Balance Sheets at June 30, 2023 and 2022. The June 2023 and 2022 dividends per common share and distributions per Operating Partnership Common Units were paid on July 14, 2023 and July 14, 2022, respectively.
During the three months ended June 30, 2023 and 2022 the Company declared monthly dividends on the Series A Preferred Shares in the amount of $0.08854, per Depositary Share. The dividends payable for April and May were paid during the three months ended June 30, 2023 and 2022, while the June dividends and distributions were recorded as a liabilities on the Condensed Consolidated Balance Sheet at June 30, 2023 and 2022. The June 2023 and 2022 dividends per Depository Share were paid on July 3, 2023 and July 1, 2022, respectively.
Note 8 – Income Taxes
Uncertain Tax Positions
The Company is subject to the provisions of FASB ASC Topic 740-10 (“ASC 740-10”) and has analyzed its various federal and state filing positions. The Company believes that its income tax filing positions and deductions are documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. The Company’s federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2019. The Company has elected to record related interest and penalties, if any, as income tax expense on the Consolidated Statements of Operations and Comprehensive Income. The Company has no material interest or penalties relating to income taxes recognized for the three and six months ended June 30, 2023 and 2022.
22
Income Tax Expense
The Company recognized total federal and state tax expense of approximately $0.7 million for each of the three months ended June 30, 2023 and 2022, and approximately $1.5 million and $1.4 million for the six months ended June 30, 2023 and 2022, respectively.
Note 9 – Derivative Instruments and Hedging Activity
Background
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. For additional information regarding the leveling of the Company’s derivatives, refer to Note 10 – Fair Value Measurements.
The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.
2023 Hedge Activity
In June 2023, the Company entered into $350 million of forward starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps will exchange variable rate SOFR interest on $350 million of SOFR indexed debt to a weighted average fixed interest rate of 3.57% and are effective beginning August 1, 2023 through the maturity date of January 1, 2029. The swaps are designated to hedge previously unhedged variable rate interest payments indexed to SOFR. As of June 30, 2023, these interest rate swaps were valued as an asset of approximately $3.3 million.
2022 Settlements - Hedging 2022 Debt Issuances
In May and July 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $300 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending December 2022. In August 2022, the Company terminated the swap agreements upon the debt issuance, receiving $28.4 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.
Recognition
The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet. The Company recognizes its derivatives within other assets, net and accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.
The Company recognizes all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of other comprehensive income (OCI).
Accumulated OCI relates to (i) the change in fair value of interest rate derivatives and (ii) realized gains or losses on settled derivative instruments. Amounts are reclassified out of accumulated OCI as an adjustment to interest expense for (i) realized gains or losses related to effective interest rate swaps and (ii) realized gains or losses on settled derivative instruments, amortized over the term of the hedged debt transaction.
23
During the next twelve months, the Company estimates that an additional $7.8 million will be reclassified as a decrease to interest expense.
The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (presented in thousands, except number of instruments):
|
|
Number of Instruments 1 |
|
Notional Amount1 |
||||||
|
|
June 30, |
|
December 31, |
|
June 30, |
|
December 31, |
||
Interest Rate Derivatives |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||
Interest rate swap |
|
3 |
|
— |
|
$ |
350,000 |
|
$ |
— |
(1) Number of Instruments and total Notional Amount disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date.
The table below presents the estimated fair value of the Company’s derivative financial instruments, as well as their classification in the Condensed Consolidated Balance Sheets (presented in thousands).
|
|
Asset Derivatives |
||||
|
|
June 30, 2023 |
|
December 31, 2022 |
||
Derivatives designated as cash flow hedges: |
|
|
|
|
|
|
Other Assets, net |
|
$ |
3,341 |
|
$ |
— |
|
|
Liability Derivatives |
||||
|
|
June 30, 2023 |
|
December 31, 2022 |
||
Derivatives designated as cash flow hedges: |
|
|
|
|
|
|
Accounts Payable, Accrued Expenses, and Other Liabilities |
|
$ |
— |
|
$ |
— |
The table below presents the effect of the Company’s derivative financial instruments in the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2023 and 2022 (presented in thousands).
|
|
Amount of Income/(Loss) |
|
Location of Accumulated OCI |
|
Amount Reclassified from |
|
||||||||
|
|
Recognized in |
|
Reclassified from Accumulated |
|
Accumulated OCI as a |
|
||||||||
|
|
OCI on Derivative |
|
OCI into Income |
|
(Reduction)/Increase in Interest Expense |
|
||||||||
Three Months Ended June 30, |
|
2023 |
|
2022 |
|
|
|
2023 |
|
2022 |
|
||||
Interest rate swaps |
|
$ |
3,341 |
|
$ |
16,481 |
|
Interest expense |
|
$ |
(630) |
|
$ |
82 |
|
|
|
|
|
|
|
|
||||||||
|
|
Amount of Income/(Loss) |
|
Location of Accumulated OCI |
|
Amount Reclassified from |
||||||||
|
|
Recognized in |
|
Reclassified from Accumulated |
|
Accumulated OCI as a |
||||||||
|
|
OCI on Derivative |
|
OCI into Income |
|
(Reduction)/Increase in Interest Expense |
||||||||
Six Months Ended June 30, |
|
2023 |
|
2022 |
|
|
|
2023 |
|
2022 |
||||
Interest rate swaps |
|
$ |
3,341 |
|
$ |
37,062 |
|
Interest expense |
|
$ |
(1,257) |
|
$ |
164 |
The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of June 30, 2023.
Credit-Risk-Related Contingent Features
The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.
24
Although the derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the Condensed Consolidated Balance Sheets.
As of June 30, 2023, the fair value of derivatives in a net asset position related to these agreements, which includes interest but excludes any adjustment for nonperformance risk was $3.2 million. The Company had no derivatives outstanding as of December 31, 2022.
The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of June 30, 2023 and December 31, 2022. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the Condensed Consolidated Balance Sheets (presented in thousands):
Offsetting of Derivative Assets as of June 30, 2023:
|
|
|
|
|
Gross Amounts |
|
Net Amounts of |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Offset in the |
|
Assets presented |
|
Gross Amounts Not Offset in the |
|||||||||
|
|
Gross Amounts |
|
Statement of |
|
in the Statement |
|
Statement of Financial Position |
||||||||||
|
|
of Recognized |
|
Financial |
|
of Financial |
|
Financial |
|
Cash Collateral |
|
|
|
|||||
|
|
Assets |
|
Position |
|
Position |
|
Instruments |
|
Received |
|
Net Amount |
||||||
Derivatives |
|
$ |
3,341 |
|
$ |
— |
|
$ |
3,341 |
|
$ |
— |
|
$ |
— |
|
$ |
3,341 |
Offsetting of Derivative Liabilities as of June 30, 2023:
|
|
|
|
|
|
|
|
Net Amounts of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts |
|
Liabilities |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Offset in the |
|
presented in the |
|
Gross Amounts Not Offset in the |
|||||||||
|
|
Gross Amounts |
|
Statement of |
|
Statement of |
|
Statement of Financial Position |
||||||||||
|
|
of Recognized |
|
Financial |
|
Financial |
|
Financial |
|
Cash Collateral |
|
|
|
|||||
|
|
Liabilities |
|
Position |
|
Position |
|
Instruments |
|
Posted |
|
Net Amount |
||||||
Derivatives |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Note 10 – Fair Value Measurements
Assets and Liabilities Measured at Fair Value
The Company accounts for fair values in accordance with ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.
ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.
25
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls, is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Derivative Financial Instruments
The Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.
To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 (presented in thousands):
|
|
Total Fair Value |
|
Level 2 |
||
June 30, 2023 |
|
|
|
|
|
|
Derivative assets - interest rate swaps |
|
$ |
3,341 |
|
$ |
3,341 |
Derivative liabilities - interest rate swaps |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
December 31, 2022 |
|
|
|
|
|
|
Derivative assets - interest rate swaps |
|
$ |
— |
|
$ |
— |
Derivative liabilities - interest rate swaps |
|
$ |
— |
|
$ |
— |
Other Financial Instruments
The carrying values of cash and cash equivalents, cash held in escrow, accounts receivable and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.
The Company estimated the fair value of its debt based on its incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.
The Company determined that the valuation of its Senior Unsecured Notes and Revolving Credit Facility are classified as Level 2 of the fair value hierarchy and its fixed rate mortgages are classified as Level 3 of the fair value hierarchy. The Senior Unsecured Notes had carrying values of $1.79 billion as of June 30, 2023 and December 31, 2022 and had fair values of $1.55 billion and $1.54 billion, respectively.
26
The Revolving Credit Facility’s fair value is estimated to be equal to the carrying value of $303.0 million and $100.0 million as of June 30, 2023 and December 31, 2022, respectively, as it is variable rate debt. The Mortgage Notes Payable had carrying values of $47.7 million and $48.0 million as of June 30, 2023 and December 31, 2022, respectively, and had fair values of $45.2 million and $45.4 million as of those dates.
Note 11 – Equity Incentive Plan
In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 700,000 shares of the Company’s common stock. As of June 30, 2023, 317,944 shares of common stock were available for issuance under the 2020 Plan.
Restricted Stock - Employees
Restricted shares have been granted to certain employees which vest based on continued service to the Company.
The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. Restricted share awards granted prior to 2023 vest over a five-year period while awards granted in 2023 vest over a three-year period.
The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis over the appropriate vesting period. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The Company recognized expense relating to restricted share grants of $1.2 million and $1.1 million during the three months ended June 30, 2023 and 2022, respectively and $2.2 million and $2.1 million for the six months ended June 30, 2023 and 2022, respectively.
As of June 30, 2023, there was $12.0 million of total unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 2.8 years. The intrinsic value of restricted shares redeemed during the six months ended June 30, 2023 and 2022, was $2.6 million and $1.8 million, respectively.
Restricted share activity is summarized as follows:
|
|
Shares |
|
Weighted Average |
|
|
|
Outstanding |
|
Grant Date |
|
|
|
(in thousands) |
|
Fair Value |
|
Unvested restricted stock at December 31, 2022 |
|
183 |
|
$ |
65.46 |
|
|
|
|
|
|
Restricted stock granted |
|
82 |
|
$ |
73.21 |
Restricted stock vested |
|
(51) |
|
$ |
63.74 |
Restricted stock forfeited |
|
(14) |
|
$ |
69.01 |
|
|
|
|
|
|
Unvested restricted stock at June 30, 2023 |
|
200 |
|
$ |
68.81 |
|
|
|
|
|
|
Performance Units and Shares
Performance shares were granted to certain executive officers prior to 2019, while performance units were granted beginning in 2019. Performance units or shares are subject to a three-year performance period, following the conclusion of which shares awarded are to be determined by the Company’s total shareholder return (“TSR”) compared to the constituents of the MSCI US REIT Index and a defined peer group. Fifty percent of the award is based upon the TSR percentile rank versus the constituents in the MSCI US REIT Index for the three-year performance period; and fifty percent of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period.
27
For performance units and shares granted prior to 2023, vesting of the performance units and shares following their issuance will occur ratably over a three-year period, with the initial vesting occurring immediately following the conclusion of the performance period such that all units and shares vest within five years of the original award date. Performance units granted in 2023 vest following the conclusion of the performance period such that all units will vest three years from the original award date.
The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model. For the performance units and shares granted prior to 2023, compensation expense is amortized on an attribution method over a five-year period. For performance units granted in 2023, compensation expense is amortized on a straight-line basis over a three-year period. Compensation expense related to performance units or shares is determined at the grant date and is not adjusted throughout the measurement or vesting periods.
The Monte Carlo simulation pricing model for issued grants utilizes the following assumptions: (i) expected term (equal to the remaining performance measurement period at the grant date); (ii) volatility (based on historical volatility); and (iii) risk-free rate (interpolated based on 2- and 3-year rates). The Company used 0% for the forfeiture rate for determining the fair value of performance units and shares.
The following assumptions were used when determining the grant date fair value:
|
|
|
2023 |
|
2022 |
|
2021 |
|||
Expected term (years) |
|
|
2.9 |
|
|
2.9 |
|
|
2.9 |
|
Volatility |
|
|
23.6 |
% |
|
33.5 |
% |
|
33.9 |
% |
Risk-free rate |
|
|
4.4 |
% |
|
1.8 |
% |
|
0.2 |
% |
The Company recognized expense related to performance units and shares for which the three-year performance period has not yet been completed of $0.6 million and $0.4 million for each of the three months ended June 30, 2023 and 2022, respectively, and $1.0 million and $0.7 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was $5.6 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has not yet been completed, which is expected to be recognized over a weighted average period of 2.7 years.
The Company recognized expense related to performance units and shares for which the three-year performance period was completed, however the shares have not yet vested, of $0.1 million for each of the three months ended June 30, 2023 and 2022, and $0.3 million and $0.2 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was $0.4 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has been completed, however the shares have not yet vested, which is expected to be recognized over a weighted average period of 1.2 years.
28
Performance units and shares activity is summarized as follows:
|
|
Target Number |
|
Weighted Average |
|
|
|
of Awards |
|
Grant Date |
|
|
|
(in thousands) |
|
Fair Value |
|
Performance units at December 31, 2022 - three-year performance period to be completed |
|
85 |
|
$ |
72.27 |
|
|
|
|
|
|
Performance units granted |
|
47 |
|
$ |
80.34 |
Performance units at June 30, 2023- three-year performance period completed |
|
(21) |
|
$ |
90.17 |
|
|
|
|
|
|
Performance units at June 30, 2023 - three-year performance period to be completed |
|
111 |
|
$ |
72.14 |
|
|
|
|
|
|
|
|
Shares |
|
Weighted Average |
|
|
|
Outstanding |
|
Grant Date |
|
|
|
(in thousands) |
|
Fair Value |
|
Performance units and shares - three-year performance period completed but not yet vested at December 31, 2022 |
|
32 |
|
$ |
61.91 |
|
|
|
|
|
|
Shares earned at completion of three-year performance period (1) |
|
33 |
|
$ |
90.17 |
Shares vested |
|
(34) |
|
$ |
69.73 |
|
|
|
|
|
|
Performance units and shares - three-year performance period completed but not yet vested at June 30, 2023 |
|
31 |
|
$ |
83.40 |
|
|
|
|
|
|
|
(1)
Performance units granted in 2020 for which the three-year performance period was completed December 31, 2022 paid out at the 150% performance level
| |||||
Restricted Stock - Directors
During the six months ended June 30, 2023, 14,535 restricted shares were granted to independent members of the Company’s board of directors at a weighted average grant date fair value of $73.27 per share.
The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The restricted shares granted to non-employee directors vest over the 2023 calendar year commensurate with the board members’ annual services to the Company.
The Company estimates the fair value of board members’ restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis over the one-year vesting period. The Company recognized expense relating to restricted share grants to the board members of $0.3 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively, and $0.5 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively.
As of June 30, 2023, there was $0.5 million of total unrecognized compensation costs related to the board members’ outstanding restricted shares, which is expected to be recognized over the remainder of 2023. The Company used 0% for the forfeiture rate for determining the fair value of this restricted stock.
29
Note 12 – Commitments and Contingencies
In the ordinary course of business, the Company is party to various legal actions which the Company considers to be routine in nature and incidental to the operation of its business. The Company believes that the outcome of the proceedings will not have a material adverse effect upon the Company’s consolidated financial position or results of operations.
Note 13 – Subsequent Events
In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to June 30, 2023 through the date on which these financial statements were issued to determine whether any of these events required disclosure in the financial statements.
On July 31, 2023, the Company closed on an unsecured $350 million 5.5-year term loan which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. The Company will use the existing $350 million of forward starting interest rate swaps to fix the interest rate on the term loan at 4.52% over the 5.5-year period. The unsecured term loan contains customary covenants substantially similar to the Company’s Revolving Credit Facility.
30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with the Interim Condensed Consolidated Financial Statements of Agree Realty Corporation (the “Company”), a Maryland corporation, including the respective notes thereto, which are included in this Quarterly Report on Form 10-Q. The terms the “Company,” “Management,” “we,” “our” and “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including Agree Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. 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, one of the most significant factors, however, is the adverse effect of macroeconomic conditions, including inflation and the potential impacts of pandemics, epidemics or other public health emergencies or fear of such events, such as the outbreak of the novel coronavirus, or COVID-19, 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 macroeconomic trends and future impacts of COVID-19 or other pandemics may impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of macroeconomic conditions. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; global and national economic conditions and changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition; credit market developments that may reduce availability under the Company’s revolving credit facility; an increase in market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to make distributions.
31
Overview
The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which it held a 99.6% common interest as of June 30, 2023. Refer to Note 1- Organization in the Notes to the Condensed Consolidated Financial Statements in this Form 10-Q for further information on the ownership structure. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
As of June 30, 2023, the Company’s portfolio consisted of 2,004 properties located in 49 states and totaling approximately 41.7 million square feet of GLA. The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.6 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.9% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.
The Company elected to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes and we intend to continue operating in such a manner.
Results of Operations
Overall
The Company’s real estate investment portfolio grew from approximately $5.1 billion in net investment amount representing 1,607 properties with 33.8 million square feet of GLA as of June 30, 2022 to approximately $6.3 billion in net investment amount representing 2,004 properties with 41.7 million square feet of GLA at June 30, 2023. The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2023 on acquisitions that were made during 2022. Similarly, the full rental income impact of acquisitions made during 2023 to-date will not be seen until the remainder of 2023.
Acquisitions
During the three months ended June 30, 2023, the Company acquired 92 retail net lease assets for approximately $307.0 million, which includes acquisition and closing costs. These properties are located in 31 states and are leased to tenants operating in 18 diverse retail sectors for a weighted average lease term of approximately 9.9 years. The underwritten weighted-average capitalization rate on the Company’s acquisitions during the three months ended June 30, 2023 was 6.8%.1
During the six months ended June 30, 2023, the Company acquired 158 retail net lease assets for approximately $610.8 million, which includes acquisition and closing costs. These properties are located in 35 states and are leased to tenants
1 When used within this discussion, “weighted-average capitalization rate” for acquisitions and dispositions is defined by the Company 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 sales prices for occupied properties.
32
operating in 21 diverse retail sectors for a weighted average lease term of approximately 11.5 years. The underwritten weighted-average capitalization rate on the Company’s acquisitions during the six months ended June 30, 2023 was 6.7%.1
Dispositions
During the three and six months ended June 30, 2023, the Company disposed of one property for gross proceeds of $3.1 million and recognized a gain of $0.3 million.
Development and Partner Capital Solutions
During the three months ended June 30, 2023, the Company commenced two and completed six development or Partner Capital Solutions projects. During the six months ended June 30, 2023, the Company commenced seven and completed nine development or Partner Capital Solutions projects. At June 30, 2023, the Company had 22 development or Partner Capital Solutions projects under construction.
Comparison of Three Months Ended June 30, 2023 to Three Months Ended June 30, 2022
|
|
Three Months Ended |
|
Variance |
||||||||
|
|
June 30, 2023 |
|
June 30, 2022 |
|
(in dollars) |
|
(percentage) |
||||
Rental Income |
|
$ |
129,876 |
|
$ |
104,793 |
|
$ |
25,083 |
|
24 |
% |
Real Estate Tax Expense |
|
$ |
9,874 |
|
$ |
7,979 |
|
$ |
1,895 |
|
24 |
% |
Property Operating Expense |
|
$ |
5,821 |
|
$ |
4,541 |
|
$ |
1,280 |
|
28 |
% |
Depreciation and Amortization Expense |
|
$ |
42,750 |
|
$ |
31,950 |
|
$ |
10,800 |
|
34 |
% |
The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisitions and the ownership of an increased number of properties during the three months ended June 30, 2023 compared to the three months ended June 30, 2022, as further described under Results of Operations - Overall above.
General and administrative expenses increased $0.7 million, or 10%, to $8.4 million for the three months ended June 30, 2023, compared to $7.7 million for the three months ended June 30, 2022. The increase was primarily the result of growth in employee headcount and a resulting increase in compensation costs. General and administrative expenses as a percentage of total revenue decreased to 6.5% in the second quarter of 2023 down from 7.3% in the second quarter of 2022.
Interest expense increased $4.4 million, or 29%, to $19.9 million for the three months ended June 30, 2023, compared to $15.5 million for the three months ended June 30, 2022. The increase in interest expense was primarily a result of higher levels of borrowings in the second quarter of 2023 in comparison to the second quarter of 2022 as well as higher interest rates under the Revolving Credit Facility. Borrowings increased, primarily from the issuance of $300 million of 2032 Senior Unsecured Public Notes completed in August 2022 and higher average borrowings on the Revolving Credit Facility, in order to finance the acquisition and development of additional properties.
The Company recognized $1.3 million as a provision for impairment during the three months ended June 30, 2023. No such impairment was recognized during the three months ended June 30, 2022. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
Gain on the sale of assets, net increased $0.3 million for the three months ended June 30, 2023, compared to less than $0.1 million for the three months ended June 30, 2022. One disposition was completed during the three months ended June 30, 2023 while four dispositions were completed during the three months ended June 30, 2022. Gains on sales of assets are dependent on levels of disposition activity and the assets’ bases relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period.
1 When used within this discussion, “weighted-average capitalization rate” for acquisitions and dispositions is defined by the Company 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 sales prices for occupied properties.
33
Net income increased $4.9 million, or 14%, to $41.0 million for the three months ended June 30, 2023, compared to $36.1 million for the three months ended June 30, 2022. The change was the result of the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $4.9 million to $39.0 million for the three months ended June 30, 2023, compared to $34.1 million for the three months ended June 30, 2022.
Comparison of Six Months Ended June 30, 2023 to Six Months Ended June 30, 2022
|
|
Six Months Ended |
|
Variance |
||||||||
|
|
June 30, 2023 |
|
June 30, 2022 |
|
(in dollars) |
|
(percentage) |
||||
Rental Income |
|
$ |
256,485 |
|
$ |
203,105 |
|
$ |
53,380 |
|
26 |
% |
Real Estate Tax Expense |
|
$ |
19,305 |
|
$ |
15,591 |
|
$ |
3,714 |
|
24 |
% |
Property Operating Expense |
|
$ |
12,602 |
|
$ |
9,018 |
|
$ |
3,584 |
|
40 |
% |
Depreciation and Amortization Expense |
|
$ |
83,396 |
|
$ |
60,510 |
|
$ |
22,886 |
|
38 |
% |
The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisitions and the ownership of an increased number of properties during the six months ended June 30, 2023 compared to the six months ended June 30, 2022, as further described under Results of Operations - Overall above.
General and administrative expenses increased $1.9 million, or 13%, to $17.2 million for six months ended June 30, 2023, compared to $15.3 million for the six months ended June 30, 2022. The increase was primarily the result of growth in employee headcount and a resulting increase in compensation costs. General and administrative expenses as a percentage of total revenue decreased to 6.7% in the first half of 2023 from 7.5% in the first half of 2022.
Interest expense increased $8.5 million, or 29%, to $37.9 million for the six months ended June 30, 2023, compared to $29.4 million for the six months ended June 30, 2022. The increase in interest expense was primarily a result of higher levels of borrowings in 2023 in comparison to 2022 as well as higher interest rates under the Revolving Credit Facility. Borrowings increased, primarily from the issuance of $300 million of 2032 Senior Unsecured Public Notes completed in August 2022 and higher average borrowings on the Revolving Credit Facility, in order to finance the acquisition and development of additional properties.
Gain on sale of assets decreased $2.0 million, or 86%, to $0.3 million for the six months ended June 30, 2023, compared to $2.3 million for the six months ended June 30, 2022. One property was sold during the six months ended June 30, 2023 while five properties were sold during the six months ended June 30, 2022. Gains on sales of assets are dependent on levels of disposition activity and the assets’ bases relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period.
Provision for impairment increased $0.3 million, or 30%, to $1.3 million for the six months ended June 30, 2023, compared to $1.0 million for the six months ended June 30, 2022. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
Net income increased $10.4 million, or 14%, to $82.8 million for the six months ended June 30, 2023, compared to $72.4 million for the six months ended June 30, 2022. The change was the result of the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $10.4 million to $78.8 million, or 15% for the six months ended June 30, 2023, compared to $68.4 million for the six months ended June 30, 2022.
34
Liquidity and Capital Resources
The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on its outstanding indebtedness, dividends and distributions to its stockholders and holders of the units of the Operating Partnership (the “Operating Partnership Common Units”), and future property acquisitions and development.
The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of June 30, 2023, cash provided from operations, anticipated future capital markets transactions, and borrowings under its revolving credit facility. As of June 30, 2023, available cash and cash equivalents, including cash held in escrow, was $12.2 million.
As of June 30, 2023, the Company had $303.0 million outstanding on its revolving credit facility and $697.0 million available for future borrowings, subject to its compliance with covenants. The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its revolving credit facility, and the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.
On July 31, 2023, the Company closed on an unsecured $350 million 5.5-year term loan which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. The Company will use the existing $350 million of forward starting interest rate swaps to fix the interest rate on the term loan at 4.52% over the 5.5-year period. The unsecured term loan contains customary covenants substantially similar to the Company’s Revolving Credit Facility.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs is uncertain and cannot be predicted and could be affected by various risks and uncertainties, including, but not limited to the risks detailed in Part I, Item 1A titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and in the other reports the Company has filed with the Securities and Exchange Commission (“SEC’).
Capitalization
As of June 30, 2023, the Company’s total enterprise value was approximately $8.64 billion. Total enterprise value consisted of $6.32 billion of common equity (based on the June 30, 2023 closing price Company common stock on the NYSE of $65.39 per common share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $2.16 billion of total debt including (i) $303.0 million of borrowing under its revolving credit facility; (ii) $1.81 billion of senior unsecured notes; (iii) $49.9 million of mortgage notes payable; less $12.2 million cash, cash equivalents and cash held in escrow. The Company’s total debt to total enterprise value was 25.0% at June 30, 2023.
At June 30, 2023, the non-controlling interest in the Operating Partnership consisted of a 0.4% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 96,616,955 shares of common stock outstanding at June 30, 2023.
35
Equity
Shelf Registration
The Company has filed with the SEC an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Common Stock Offerings
In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled 1,600,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $106.2 million. During the six months ended June 30, 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million. The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments as provided in the equity distribution agreement.
Preferred Stock Offering
As of June 30, 2023, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.
Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Dividends on the Series A Preferred Shares are in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.
The Company may not redeem the Series A Preferred Shares before September 2026 except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends. This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.
ATM Programs
The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.
Under the current $750.0 million ATM Program, the Company has entered into forward sale agreements to sell an aggregate of 5,036,229 shares of common stock, for anticipated net proceeds of $345.6 million. Through December 31, 2022, the Company settled 245,591 shares of these forward sale agreements for net proceeds of approximately $18.1 million, after deducting fees and expenses. During the six months ended June 30, 2023, the Company settled an additional 1,865,997 shares of these forward sales agreements for net proceeds of approximately $125.5 million, after deducting fees and expenses.
36
The Company is required to settle the remaining 2,924,641 shares subject to forward sale agreements by various dates between November and December 2023. After considering the shares of common stock issued or sold subject to forward sale agreements under the current ATM program, the Company had approximately $401.4 million of availability remaining under the program as of June 30, 2023.
Debt
The below table summarizes the Company’s outstanding debt as of June 30, 2023 and December 31, 2022 (presented in thousands):
|
|
All-in |
|
|
|
|
|
Principal Amount Outstanding |
||||
Senior Unsecured Revolving Credit Facility |
|
Interest Rate |
|
|
|
Maturity |
|
June 30, 2023 |
|
December 31, 2022 |
||
Revolving Credit Facility (1) |
|
5.94 |
% |
|
|
January 2026 |
|
$ |
303,000 |
|
$ |
100,000 |
Total Credit Facility |
|
|
|
|
|
|
|
$ |
303,000 |
|
$ |
100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Unsecured Notes |
|
|
|
|
|
|
|
|
|
|
|
|
2025 Senior Unsecured Notes |
|
4.16 |
% |
|
|
May 2025 |
|
$ |
50,000 |
|
$ |
50,000 |
2027 Senior Unsecured Notes |
|
4.26 |
% |
|
|
May 2027 |
|
|
50,000 |
|
|
50,000 |
2028 Senior Unsecured Public Notes (2)(3) |
|
2.11 |
% |
|
|
June 2028 |
|
|
350,000 |
|
|
350,000 |
2028 Senior Unsecured Notes |
|
4.42 |
% |
|
|
July 2028 |
|
|
60,000 |
|
|
60,000 |
2029 Senior Unsecured Notes |
|
4.19 |
% |
|
|
September 2029 |
|
|
100,000 |
|
|
100,000 |
2030 Senior Unsecured Notes |
|
4.32 |
% |
|
|
September 2030 |
|
|
125,000 |
|
|
125,000 |
2030 Senior Unsecured Public Notes (2)(4) |
|
3.49 |
% |
|
|
October 2030 |
|
|
350,000 |
|
|
350,000 |
2031 Senior Unsecured Notes (5) |
|
4.42 |
% |
|
|
October 2031 |
|
|
125,000 |
|
|
125,000 |
2032 Senior Unsecured Public Notes (2)(6) |
|
3.96 |
% |
|
|
October 2032 |
|
|
300,000 |
|
|
300,000 |
2033 Senior Unsecured Public Notes (2)(7) |
|
2.13 |
% |
|
|
June 2033 |
|
|
300,000 |
|
|
300,000 |
Total Senior Unsecured Notes |
|
|
|
|
|
|
|
$ |
1,810,000 |
|
$ |
1,810,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage Notes Payable |
|
|
|
|
|
|
|
|
|
|
|
|
Single Asset Mortgage Loan |
|
5.01 |
% |
|
|
September 2023 |
|
|
4,622 |
|
|
4,622 |
Portfolio Credit Tenant Lease |
|
6.27 |
% |
|
|
July 2026 |
|
|
3,077 |
|
|
3,523 |
Four Asset Mortgage Loan |
|
3.63 |
% |
|
|
December 2029 |
|
|
42,250 |
|
|
42,250 |
Total Mortgage Notes Payable |
|
|
|
|
|
|
|
$ |
49,949 |
|
$ |
50,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Principal Amount Outstanding |
|
|
|
|
|
|
|
$ |
2,162,949 |
|
$ |
1,960,395 |
(1) The interest rate of the Revolving Credit Facility assumes SOFR as of June 30, 2023 of 5.09%.
(2) The principal amounts outstanding are presented excluding their original issue discounts.
(3) The 2028 Senior Unsecured Public Notes’ stated coupon rate is 2.00%.
(4) The 2030 Senior Unsecured Public Notes’ stated coupon rate is 2.90%.
(5) The 2031 Senior Unsecured Notes’ stated coupon rate is 4.47%.
(6) The 2032 Senior Unsecured Public Notes’ stated coupon rate is 4.80%.
(7) The 2033 Senior Unsecured Public Notes’ stated coupon rate is 2.60%.
Senior Unsecured Revolving Credit Facility
The Company’s Third Amended and Restated Revolving Credit Agreement provides for a $1.0 billion Revolving Credit Facility. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.
The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points. The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold.
37
Based on the Company's credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 87.5 basis points over SOFR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.
The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million.
Senior Unsecured Notes – Private Placement
The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
Senior Unsecured Notes – Public Offerings
The Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The Public Notes are governed by an Indenture, dated August 17, 2020, among the Operating Partnership, the Company and respective trustee (as amended and supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, the “Indenture”). The Indenture, as amended, contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
Mortgage Notes Payable
As of June 30, 2023, the Company had total gross mortgage indebtedness of $49.9 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $85.0 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.92% as of June 30, 2023 and 3.94% as of December 31, 2022.
The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
Loan Covenants
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of June 30, 2023, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of June 30, 2023.
Cash Flows
Operating - Most of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the six months ended June 30, 2023 increased by $33.6 million over the same period in 2022, primarily due to the increase in the size of the Company’s real estate investment portfolio.
Investing - Net cash used in investing activities was $158.2 million lower during the six months ended June 30, 2023, compared to the same period in 2022. Acquisitions of properties during the six months ended June 30, 2023 were $188.6 million lower than the same period in 2022, due to overall decrease in the level of acquisition activity.
38
Development costs during the three months ended June 30, 2023 were $9.7 million higher than the same period in 2022, due to the changes in timing of development spend. Proceeds from asset sales decreased by $20.9 million during the six months ended June 30, 2023 compared to the same period in 2022. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold and are not necessarily comparable period-to-period.
Financing - Net cash provided by financing activities decreased by $190.3 million during the six months ended June 30, 2023, compared to the same period in 2022. Net proceeds from the issuance of common stock decreased by $150.6 million during the six months ended June 30, 2023, compared to the same period in 2022.
Net borrowings on the Revolving Credit Facility decreased by $7.0 million during the six months ended June 30, 2023, compared to the same period in 2022. Net borrowings on the Revolving Credit Facility were $203.0 million during the six months ended June 30, 2023 while $210.0 million of net borrowings were completed over the same period in 2022.
Total dividends and distributions paid to its common and preferred stockholders and non-controlling owners increased by $31.9 million during the six months ended June 30, 2023, compared to the same period in 2022, due to the increase in the annualized common dividend rate and an increased number of common shares outstanding. The Company’s annualized common stock dividend declared during the second quarter of 2023 of $2.916 per common share, represents a 3.8% increase over the annualized dividend amount of $2.808 per common share declared in the same period in 2022.
Material Cash Requirements
In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land.
Detail on these obligations as of June 30, 2023, including expected settlement periods, is contained below (presented in thousands):
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(remaining) |
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Thereafter |
|
Total |
|
|||||||
Mortgage Notes Payable |
|
$ |
5,081 |
|
$ |
963 |
|
$ |
1,026 |
|
$ |
629 |
|
$ |
— |
|
$ |
42,250 |
|
$ |
49,949 |
|
Revolving Credit Facility (1) |
|
|
— |
|
|
— |
|
|
— |
|
|
303,000 |
|
|
— |
|
|
— |
|
|
303,000 |
|
Senior Unsecured Notes |
|
|
— |
|
|
— |
|
|
50,000 |
|
|
— |
|
|
50,000 |
|
|
1,710,000 |
|
|
1,810,000 |
|
Land Lease Obligations |
|
|
766 |
|
|
7,449 |
|
|
1,197 |
|
|
1,195 |
|
|
1,042 |
|
|
28,809 |
|
|
40,458 |
|
Estimated Interest Payments on Outstanding Debt |
|
|
48,820 |
|
|
79,526 |
|
|
78,246 |
|
|
60,074 |
|
|
58,079 |
|
|
175,789 |
|
|
500,534 |
|
Total |
|
$ |
54,667 |
|
$ |
87,938 |
|
$ |
130,469 |
|
$ |
364,898 |
|
$ |
109,121 |
|
$ |
1,956,848 |
|
$ |
2,703,941 |
|
| (1) | The Revolving Credit Facility matures in January 2026, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2027. |
In addition to items reflected in the table above, the Company has issued preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.
During the first half of 2023 the Company had 31 development or Partner Capital Solutions projects completed or under construction, for which 22 remain under construction as of June 30, 2023. Anticipated total costs for the 22 projects are approximately $97.3 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, and/or other sources of funding available to the Company.
The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded through the cash sources available to the Company described earlier.
39
Dividends
During the quarter ended June 30, 2023, the Company declared monthly dividends of $0.243 per common share for April, May and June 2023. The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for April and May were paid during the three months ended June 30, 2023 and 2022, while June dividends and distributions were recorded as liabilities on the Condensed Consolidated Balance Sheet at June 30, 2023 and were paid on July 14, 2023.
During the quarter ended June 30, 2023, the Company declared monthly dividends on the Series A Preferred Shares for April, May and June 2023. The June dividend was recorded as a liability on the Condensed Consolidated Balance Sheet at June 30, 2023 and was paid on July 3, 2023.
Recent Accounting Pronouncements
Refer to Note 2 – Summary of Significant Accounting Policies in the condensed consolidated financial statements for a summary and anticipated impact of each applicable accounting pronouncement on the Company’s financial statements.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in a different presentation of the interim Condensed Consolidated Financial Statements. From time to time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The Company has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.
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.
40
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 mortgage 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.
41
Reconciliations
The following table provides a reconciliation of net income to FFO, Core FFO and AFFO for the three and six months ended June 30, 2023 and 2022 (presented in thousands):
|
|
Three Months Ended |
|
Six Months Ended |
|
||||||||
|
|
June 30, 2023 |
|
June 30, 2022 |
|
June 30, 2023 |
|
June 30, 2022 |
|
||||
Reconciliation from Net Income to Funds from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
41,015 |
|
$ |
36,130 |
|
$ |
82,789 |
|
$ |
72,419 |
|
Less Series A preferred stock dividends |
|
|
1,859 |
|
|
1,859 |
|
|
3,718 |
|
|
3,718 |
|
Net income attributable to Operating Partnership common unitholders |
|
|
39,156 |
|
|
34,271 |
|
|
79,071 |
|
|
68,701 |
|
Depreciation of rental real estate assets |
|
|
28,145 |
|
|
21,299 |
|
|
54,729 |
|
|
40,768 |
|
Amortization of lease intangibles - in-place leases and leasing costs |
|
|
14,328 |
|
|
10,550 |
|
|
28,098 |
|
|
19,472 |
|
Provision for impairment |
|
|
1,315 |
|
|
— |
|
|
1,315 |
|
|
1,015 |
|
(Gain) loss on sale or involuntary conversion of assets, net |
|
|
(319) |
|
|
8 |
|
|
(319) |
|
|
(2,276) |
|
Funds from Operations - Operating Partnership common unitholders |
|
$ |
82,625 |
|
$ |
66,128 |
|
$ |
162,894 |
|
$ |
127,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net |
|
|
8,794 |
|
|
8,369 |
|
|
17,489 |
|
|
16,547 |
|
Core Funds from Operations - Operating Partnership common unitholders |
|
$ |
91,419 |
|
$ |
74,497 |
|
$ |
180,383 |
|
$ |
144,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Straight-line accrued rent |
|
|
(3,108) |
|
|
(3,095) |
|
|
(6,147) |
|
|
(6,230) |
|
Stock based compensation expense |
|
|
2,177 |
|
|
1,743 |
|
|
4,008 |
|
|
3,378 |
|
Amortization of financing costs and original issue discounts |
|
|
1,029 |
|
|
492 |
|
|
2,057 |
|
|
1,281 |
|
Non-real estate depreciation |
|
|
277 |
|
|
101 |
|
|
569 |
|
|
268 |
|
Adjusted Funds from Operations - Operating Partnership common unitholders |
|
$ |
91,794 |
|
$ |
73,738 |
|
$ |
180,870 |
|
$ |
142,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from Operations per common share and partnership unit - diluted |
|
$ |
0.88 |
|
$ |
0.87 |
|
$ |
1.77 |
|
$ |
1.73 |
|
Core Funds from Operations per common share and partnership unit - diluted |
|
$ |
0.98 |
|
$ |
0.98 |
|
$ |
1.96 |
|
$ |
1.95 |
|
Adjusted Funds from Operations per common share and partnership unit - diluted |
|
$ |
0.98 |
|
$ |
0.97 |
|
$ |
1.96 |
|
$ |
1.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares and Operating Partnership common units outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
93,401,489 |
|
|
75,385,539 |
|
|
91,897,009 |
|
|
73,492,716 |
|
Diluted |
|
|
93,482,004 |
|
|
75,917,708 |
|
|
92,209,909 |
|
|
73,822,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional supplemental disclosure |
|
|
|
|
|
|
|
|
|
|
|
|
|
Scheduled principal repayments |
|
$ |
224 |
|
$ |
211 |
|
$ |
445 |
|
$ |
418 |
|
Capitalized interest |
|
$ |
664 |
|
$ |
150 |
|
$ |
1,203 |
|
$ |
262 |
|
Capitalized building improvements |
|
$ |
2,389 |
|
$ |
2,743 |
|
$ |
3,092 |
|
$ |
3,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements.
The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (presented in thousands) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes. Average interest rates shown reflect the impact of any swap agreements previously employed to fix interest rates.
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(remaining) |
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Thereafter |
|
Total |
|||||||
Mortgage Notes Payable |
|
$ |
5,081 |
|
$ |
963 |
|
$ |
1,026 |
|
$ |
629 |
|
$ |
— |
|
$ |
42,250 |
|
$ |
49,949 |
Average Interest Rate |
|
|
5.12 |
% |
|
6.27 |
% |
|
6.27 |
% |
|
6.27 |
% |
|
|
|
|
3.63 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving Credit Facility (1) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
303,000 |
|
$ |
— |
|
$ |
— |
|
$ |
303,000 |
Average Interest Rate |
|
|
|
|
|
|
|
|
|
|
|
5.84 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Unsecured Notes |
|
$ |
— |
|
$ |
— |
|
$ |
50,000 |
|
$ |
— |
|
$ |
50,000 |
|
$ |
1,710,000 |
|
$ |
1,810,000 |
Average Interest Rate |
|
|
|
|
|
|
|
|
4.16 |
% |
|
|
|
|
4.26 |
% |
|
3.25 |
% |
|
|
| (1) | The Revolving Credit Facility matures in January 2026, with options to extend the maturity date by six months up to two times, for a maximum maturity of January 2027. |
The fair value is estimated to be $45.2 million and $1.55 billion for mortgage notes payable and senior unsecured notes, respectively, as of June 30, 2023. The fair value of the Revolving Credit Facility approximates its book value as it is variable rate debt.
The table above incorporates those exposures that exist as of June 30, 2023; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
The Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform. The Company could incur significant costs associated with the settlement of the agreements, the agreements may be unenforceable or the underlying transactions fail to qualify as highly effective cash flow hedges under GAAP guidance.
In June 2023, the Company entered into $350 million of forward starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps will exchange variable rate interest on $350 million of SOFR indexed debt to a weighted average fixed interest rate of 3.57% and are effective August 1, 2023 through January 1, 2029. The swaps are designated to hedge previously unhedged variable rate interest payments indexed to SOFR. As of June 30, 2023, these interest rate swaps were valued as an asset of approximately $3.3 million.
The Company does not use derivative instruments for trading or other speculative purposes and the Company did not have any other derivative instruments or hedging activities as of June 30, 2023.
43
ITEM 4. Controls and Procedures
Disclosure Controls and Procedures
At the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that the Company files or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during its most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not presently involved in any material litigation nor, to its knowledge, is any other material litigation threatened against us, except for routine litigation arising in the ordinary course of business which is expected to be covered by its liability insurance.
ITEM 1A. Risk Factors
For a discussion of the Company’s potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2023 the Company withheld shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date.
Common stock repurchases during the three months ended June 30, 2023 were:
|
|
|
|
|
|
|
Total Number of |
|
Maximum Number |
|
|
|
|
|
|
|
Shares Purchased |
|
of Shares that May |
|
|
|
|
|
|
|
as Part of Publicly |
|
Yet Be Purchased |
|
|
Total Number of |
|
|
Average Price Paid |
|
Announced Plans |
|
Under the Plans |
Period |
|
Shares Purchased |
|
|
Per Share |
|
or Programs |
|
or Programs |
April 1, 2023 - April 30, 2023 |
|
— |
|
$ |
— |
|
— |
|
— |
May 1, 2023 - May 31, 2023 |
|
101 |
|
|
67.04 |
|
— |
|
— |
June 1, 2023 - June 30, 2023 |
|
— |
|
|
— |
|
— |
|
— |
Total |
|
101 |
|
$ |
67.04 |
|
— |
|
— |
44
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
None.
45
ITEM 6. Exhibits
3.1 |
|
3.2 |
|
|
|
3.3 |
|
|
|
3.4 |
|
|
|
3.5 |
|
|
|
3.6 |
|
|
|
3.7 |
|
|
|
3.8 |
|
|
|
3.9 |
|
|
|
*22 |
|
|
|
*31.1 |
|
|
|
*31.2 |
|
|
|
**32.1 |
|
|
|
**32.2 |
|
|
|
*101 |
The following materials from Agree Realty Corporation’s Quarterly Report on Form 10-Q for the three months ended June 30, 2023 formatted in Inline iXBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statement of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements. |
|
|
*104 |
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Documents are furnished not filed.
46
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 thereunto duly authorized.
Agree Realty Corporation | |
| |
/s/ Joel N. Agree |
|
Joel N. Agree | |
President and Chief Executive Officer | |
| |
/s/ Peter Coughenour |
|
Peter Coughenour | |
Chief Financial Officer and Secretary | |
(Principal Financial Officer) | |
| |
Date: August 1, 2023 |
|
47
Exhibit 22
AGREE REALTY CORPORATION
List of Guarantor Subsidiaries
The 2028, 2030 and 2033 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and the following wholly owned subsidiaries of the Operating Partnership as of August 1, 2023:
Guarantor |
Jurisdiction of Organization |
|
Agree 117 Mission, LLC |
Michigan |
|
Agree 2016, LLC |
Delaware |
|
Agree Central, LLC |
Delaware |
|
Agree Chapel Hill NC, LLC |
Delaware |
|
Agree Columbia SC, LLC |
Delaware |
|
Agree Convenience No. 1, LLC |
Delaware |
|
Agree CW, LLC |
Delaware |
|
Agree Dallas Forest Drive, LLC |
Texas |
|
Agree DT Jacksonville NC, LLC |
Delaware |
|
Agree Farmington NM, LLC |
Delaware |
|
Agree Fort Walton Beach, LLC |
Florida |
|
Agree Grandview Heights OH, LLC |
Delaware |
|
Agree Greenwich CT, LLC |
Delaware |
|
Agree Lebanon NH, LLC |
Delaware |
|
Agree Madison AL, LLC |
Michigan |
|
Agree Marietta, LLC |
Georgia |
|
Agree M-59, LLC |
Michigan |
|
Agree MCW, LLC |
Delaware |
|
Agree Mena AR, LLC |
Delaware |
|
Agree NJ, LLC |
Delaware |
|
Agree Onaway MI, LLC |
Delaware |
|
Agree Orange CT, LLC |
Delaware |
|
Agree Oxford Commons AL, LLC |
Delaware |
|
Agree Paterson NJ, LLC |
Delaware |
|
Agree Roseville CA, LLC |
California |
|
Agree SB, LLC |
Delaware |
|
Agree Secaucus NJ, LLC |
Delaware |
|
Agree Shelf ES PA, LLC |
Delaware |
|
Agree Shelf PA, LLC |
Delaware |
|
Agree Southfield, LLC |
Michigan |
|
Agree Spring Grove, LLC |
Illinois |
|
Agree St Petersburg, LLC |
Florida |
|
Agree Stores, LLC |
Delaware |
|
Agree Tallahassee, LLC |
Florida |
|
Agree TK, LLC |
Delaware |
|
Agree Wawa Baltimore, LLC |
Maryland |
|
Agree Walker, LLC |
Michigan |
|
Agree Wilmington, LLC |
North Carolina |
|
DD Brownsville LLC |
North Carolina |
|
DD Hempstead LLC |
North Carolina |
|
Lunacorp, LLC |
Delaware |
|
Mt. Pleasant Shopping Center, L.L.C. |
Michigan |
|
Pachyderm Chattanooga TN, LLC |
Delaware |
|
Pachyderm Marietta GA, LLC |
Delaware |
Pachyderm Myrtle Beach SC, LLC |
Delaware |
|
Pachyderm Philadelphia PA, LLC |
Delaware |
|
Pachyderm Properties, LLC |
Delaware |
|
Pachyderm Riverdale GA, LLC |
Delaware |
|
Pachyderm Waite Park MN, LLC |
Delaware |
|
Paint PA, LLC |
Delaware |
|
Safari Properties II, LLC |
Delaware |
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joel N. Agree, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2023 of Agree Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 1, 2023 |
|
/s/ Joel N. Agree |
|
|
|
|
|
|
|
Name: |
Joel N. Agree |
|
|
Title: |
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter Coughenour, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2023 of Agree Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 1, 2023 |
|
/s/ Peter Coughenour |
|
|
|
|
|
|
|
Name: |
Peter Coughenour |
|
|
Title: |
Chief Financial Officer and Secretary |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Based on a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2023 of Agree Realty Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joel N. Agree, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report, containing the financial statements, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Joel N. Agree |
|
Joel N. Agree |
|
President and Chief Executive Officer |
|
|
|
August 1, 2023 |
|
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Based on a review of the Quarterly Report on Form 10-Q for the period ending June 30, 2023 of Agree Realty Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Coughenour, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report, containing the financial statements, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Peter Coughenour |
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Peter Coughenour |
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Chief Financial Officer and Secretary |
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August 1, 2023 |
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