EX-99.1 2 tm227322d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

70 E. Long Lake Rd.

Bloomfield Hills, MI 48304

www.agreerealty.com

 

 

 

FOR IMMEDIATE RELEASE

 

AGREE REALTY CORPORATION REPORTS FOURTH QUARTER

AND RECORD FULL YEAR 2021 RESULTS

 

Bloomfield Hills, MI, February 22, 2022 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year ended December 31, 2021. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

 

Fourth Quarter 2021 Financial and Operating Highlights:

 

§Invested approximately $315 million in 74 retail net lease properties
§Net Income per share attributable to common stockholders increased 5.2% to $0.44
§Core Funds from Operations (“Core FFO”) per share increased 10.2% to $0.92
§Adjusted Funds from Operations (“AFFO”) per share increased 9.2% to $0.91
§Declared a December monthly dividend of $0.227 per share, a 9.8% year-over-year increase
§Completed a forward equity offering of 5,750,000 shares of common stock, including the underwriters' option to purchase additional shares, raising net proceeds of approximately $375 million

§

Settled 1,501,210 shares of the Company’s at-the-market ("ATM") forward equity for net proceeds of approximately $94 million

§Expanded revolving credit facility from $500 million to $1.0 billion while reducing pricing and extending maturity
§Balance sheet positioned for growth at 4.9 times net debt to recurring EBITDA; 3.4 times proforma for the settlement of the Company’s outstanding forward equity offerings

 

Full Year 2021 Financial and Operating Highlights:

 

§Invested or committed a record $1.43 billion in 297 retail net lease properties
§29.1% of annualized base rents acquired were derived from ground leased assets
§Net Income per share attributable to common stockholders increased 2.3% to $1.78
§Core FFO per share increased 10.9% to $3.58
§AFFO per share increased 9.7% to $3.51
§Declared dividends of $2.604 per share, an 8.3% year-over-year increase
§Raised approximately $1.1 billion of gross equity proceeds through three overnight offerings and the Company's ATM program
§Completed dual-tranche public bond offering comprised of $350 million of 2.0% senior unsecured notes due 2028 and $300 million of 2.6% senior unsecured notes due 2033
§Completed inaugural public offering of 4.250% Series A Cumulative Redeemable Preferred Stock for net proceeds of approximately $170 million
§Ended the year with approximately $1.4 billion in liquidity including cash, capacity on the revolving credit facility, and outstanding forward equity

 

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Financial Results

 

Net Income Attributable to Common Stockholders

 

Net Income for the three months ended December 31, 2021 increased 32.5% to $31.3 million, compared to $23.6 million for the comparable period in 2020. Net Income per share for the three months ended December 31, 2021 increased 5.2% to $0.44, compared to $0.42 per share for the comparable period in 2020.

 

Net Income for the twelve months ended December 31, 2021 increased 31.5% to $120.1 million, compared to $91.4 million for the comparable period in 2020. Net Income per share for the twelve months ended December 31, 2021 increased 2.3% to $1.78, compared to $1.74 per share for the comparable period in 2020.

 

Core FFO

 

Core FFO for the three months ended December 31, 2021 increased 38.6% to $65.6 million, compared to Core FFO of $47.3 million for the comparable period in 2020. Core FFO per share for the three months ended December 31, 2021 increased 10.2% to $0.92, compared to Core FFO per share of $0.84 for the comparable period in 2020.

 

Core FFO for the twelve months ended December 31, 2021 increased 41.9% to $241.5 million, compared to Core FFO of $170.2 million for the comparable period in 2020. Core FFO per share for the twelve months ended December 31, 2021 increased 10.9% to $3.58, compared to Core FFO per share of $3.23 for the comparable period in 2020.

 

AFFO

 

AFFO for the three months ended December 31, 2021 increased 37.4% to $64.7 million, compared to AFFO of $47.1 million for the comparable period in 2020. AFFO per share for the three months ended December 31, 2021 increased 9.2% to $0.91, compared to AFFO per share of $0.83 for the comparable period in 2020.

 

AFFO for the twelve months ended December 31, 2021 increased 40.4% to $237.0 million, compared to AFFO of $168.8 million for the comparable period in 2020. AFFO per share for the twelve months ended December 31, 2021 increased 9.7% to $3.51, compared to AFFO per share of $3.20 for the comparable period in 2020.

 

Dividend

 

In the fourth quarter, the Company declared monthly cash dividends of $0.227 per common share for each of October, November and December 2021. The monthly dividends reflected an annualized dividend amount of $2.724 per common share, representing a 9.8% increase over the annualized dividend amount of $2.480 per common share from the fourth quarter of 2020. The dividends represent payout ratios of approximately 74% of Core FFO per share and 75% of AFFO per share, respectively.

 

For the twelve months ended December 31, 2021, the Company declared monthly dividends totaling $2.604 per common share, an 8.3% increase over the dividends of $2.405 per common share declared for the comparable period in 2020. The dividends represent payout ratios of approximately 73% of Core FFO per share and 74% of AFFO per share, respectively.

 

Subsequent to quarter end, the Company declared a monthly cash dividend of $0.227 per common share for each of January and February 2022. The monthly dividends reflect an annualized dividend amount of $2.724 per common share, representing a 9.7% increase over the annualized dividend amount of $2.484 per common share from the first quarter of 2021. The January dividend was paid on February 14, 2022 and the February dividend is payable March 14, 2022 to stockholders of record at the close of business on February 28, 2022.

 

Additionally, subsequent to quarter end, the Company declared a monthly cash dividend for each of January and February on its 4.25% Series A Cumulative Redeemable Preferred Stock of $0.08854 per depositary share, which is equivalent to $1.0625 per annum. The January dividend was paid on February 1, 2022 and the February dividend is payable March 1, 2022 to stockholders of record at the close of business on February 24, 2022.

 

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CEO Comments

 

“We are extremely pleased with our performance during this past year as it marked our tenth consecutive year of achieving record investment volume, resulting in AFFO per share growth of nearly 10%,” said Joey Agree, President and Chief Executive Officer. “Heading into 2022, our balance sheet is well positioned to execute on our growing pipeline of best-in-class opportunities.”

 

Portfolio Update

 

As of December 31, 2021, the Company’s portfolio consisted of 1,404 properties located in 47 states and contained approximately 29.1 million square feet of gross leasable area.

 

At year-end, the portfolio was 99.5% leased, had a weighted-average remaining lease term of approximately 9.3 years, and generated 67.0% of annualized base rents from investment grade retail tenants.

 

Ground Lease Portfolio

 

During the quarter, the Company acquired 20 ground leases for an aggregate purchase price of approximately $77.6 million, representing 22.8% of annualized base rents acquired.

 

As of December 31, 2021, the Company’s ground lease portfolio consisted of 182 leases located in 32 states and totaled approximately 4.9 million square feet of gross leasable area. Properties ground leased to tenants increased to 14.3% of annualized base rents.

 

At quarter end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 12.0 years, and generated 87.0% of annualized base rents from investment grade retail tenants.

 

Acquisitions

 

Total acquisition volume for the fourth quarter was approximately $314.7 million and included 71 properties net leased to leading retailers operating in sectors including general merchandise, home improvement, grocery, off-price retail, convenience stores, tire and auto service, and auto parts. The properties are located in 29 states and leased to tenants operating in 18 sectors.

 

The properties were acquired at a weighted-average capitalization rate of 6.1% and had a weighted-average remaining lease term of approximately 10.1 years. Approximately 67.6% of annualized base rents acquired were generated from investment grade retail tenants.

 

For the twelve months ended December 31, 2021, total acquisition volume was approximately $1.39 billion. The 290 acquired properties are located in 43 states and leased to tenants who operate in 27 retail sectors. The properties were acquired at a weighted-average capitalization rate of 6.2% and had a weighted-average remaining lease term of approximately 11.5 years. Approximately 69.3% of annualized base rents were generated from investment grade retail tenants.

 

The Company's outlook for acquisition volume in 2022, which includes several significant assumptions, remains between $1.1 billion and $1.3 billion of high-quality retail net lease properties.

 

Dispositions

 

During the three months ended December 31, 2021, the Company sold five properties for gross proceeds of approximately $9.6 million. The weighted-average capitalization rate of the dispositions was 5.7%. During the twelve months ended December 31, 2021, the Company divested 18 properties for total gross proceeds of $58.0 million. The weighted-average capitalization rate of the dispositions was 6.4%.

 

The Company's disposition guidance for 2022 remains between $25 million and $75 million.

 

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Development and Partner Capital Solutions (“PCS”)

 

Construction continued during the fourth quarter on the Company’s third project with Gerber Collision in New Port Richey, Florida, which is expected to be completed during the third quarter of 2022, as well as the Company’s first development with 7-Eleven in Saginaw, Michigan and the Company’s second Gerber Collision project in Pooler, Georgia, both of which are expected to be completed during the first quarter of 2022.

 

For the twelve months ended December 31, 2021, the Company had seven development or PCS projects completed or under construction. Anticipated total costs are approximately $40.0 million and include the following projects:

 

Tenant   Location   Lease Structure   Lease Term   Actual or Anticipated Rent Commencement   Status
                     
Burlington   Texarkana, TX   Build-to-Suit   11 years   Q1 2021   Complete
Grocery Outlet   Port Angeles, WA   Build-to-Suit   15 years   Q2 2021   Complete
Gerber Collision   Buford, GA   Build-to-Suit   15 years   Q2 2021   Complete
Floor & Décor   Naples, FL   Build-to-Suit   15 years   Q2 2021   Complete
7-Eleven   Saginaw, MI   Build-to-Suit   15 years   Q1 2022   Under Construction
Gerber Collision   Pooler, GA   Build-to-Suit   15 years   Q1 2022   Under Construction
Gerber Collision   New Port Richey, FL   Build-to-Suit   15 years   Q3 2022   Under Construction

 

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Leasing Activity and Expirations

 

During the fourth quarter, the Company executed new leases, extensions or options on approximately 256,000 square feet of gross leasable area throughout the existing portfolio.

 

For the twelve months ended December 31, 2021, the Company executed new leases, extensions or options on approximately 603,000 square feet of gross leasable area throughout the existing portfolio. Notable new leases, extensions or options included a new fifteen-year lease for the approximately 70,000-square foot Gardner White Furniture in Canton, Michigan; a new fifteen-year lease for Burlington in Mt. Pleasant, Michigan; and a new seven-year lease for Dollar Tree in Flint, Michigan, replacing an expiring Walgreens lease.

 

As of December 31, 2021, the Company’s 2022 lease maturities represented 0.5% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2021, assuming no tenants exercise renewal options:

 

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

Gross

Leasable Area

   Percent of Gross Leasable Area 
                     
2022   13    1,777    0.5%   86    0.3%
2023   49    10,332    2.8%   1,309    4.5%
2024   42    13,122    3.5%   1,560    5.4%
2025   68    17,064    4.6%   1,721    5.9%
2026   104    21,061    5.7%   2,169    7.5%
2027   96    23,036    6.2%   2,016    7.0%
2028   104    26,678    7.2%   2,306    8.0%
2029   130    36,676    9.9%   3,419    11.8%
2030   220    44,712    12.0%   3,249    11.2%
2031   133    31,976    8.6%   2,367    8.2%
Thereafter   555    145,377    39.0%   8,793    30.2%
Total Portfolio   1,514   $371,811    100.0%   28,995    100.0%

 

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of December 31, 2021 but that had not yet commenced. Annualized Base Rent and gross leasable area (square feet) are in thousands; any differences are the result of rounding.

(1)Annualized Base Rent represents the annualized amount of contractual minimum rent required by tenant lease agreements as of December 31, 2021, computed on a straight-line basis. Annualized Base Rent is not, and is not intended to be, a presentation in accordance with generally accepted accounting principles (“GAAP”). The Company believes annualized contractual minimum rent is useful to management, investors, and other interested parties in analyzing concentrations and leasing activity.

 

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Top Tenants

 

The following table presents annualized base rents for all tenants that represent 1.5% or greater of the Company’s total annualized base rent as of December 31, 2021:

 

Tenant  Annualized
Base Rent(1)
  

Percent of

Annualized Base Rent

 
         
Walmart  $24,479    6.6%
Tractor Supply   14,406    3.9%
Dollar General   14,380    3.9%
Best Buy   13,166    3.5%
TJX Companies   12,274    3.3%
O'Reilly Auto Parts   11,869    3.2%
Kroger   10,798    2.9%
Hobby Lobby   10,595    2.8%
Lowe's   10,543    2.8%
Sherwin-Williams   10,290    2.8%
CVS   9,645    2.6%
Wawa   9,127    2.5%
Burlington   8,974    2.4%
Dollar Tree   7,906    2.1%
TBC Corporation   7,893    2.1%
Sunbelt Rentals   7,587    2.0%
AutoZone   7,013    1.9%
Home Depot   6,841    1.8%
Other(2)   174,025    46.9%
Total Portfolio  $371,811    100.0%

 

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

(1)Refer to footnote 1 on page 5 for the Company’s definition of Annualized Base Rent.
(2)Includes tenants generating less than 1.5% of Annualized Base Rent.

 

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Retail Sectors

 

The following table presents annualized base rents for all of the Company’s retail sectors as of December 31, 2021:

 

Sector  Annualized
Base Rent(1)
  

Percent of Annualized

Base Rent

 
         
Grocery Stores  $39,070    10.5%
Home Improvement   35,291    9.5%
Convenience Stores   29,732    8.0%
Tire and Auto Service   29,017    7.8%
General Merchandise   24,144    6.5%
Off-Price Retail   23,459    6.3%
Auto Parts   23,009    6.2%
Dollar Stores   21,291    5.7%
Farm and Rural Supply   16,396    4.4%
Pharmacy   15,326    4.1%
Consumer Electronics   14,967    4.0%
Crafts and Novelties   12,825    3.4%
Warehouse Clubs   8,314    2.3%
Equipment Rental   7,913    2.1%
Discount Stores   7,731    2.1%
Restaurants - Quick Service   7,386    2.0%
Health and Fitness   7,248    2.0%
Health Services   6,818    1.8%
Dealerships   6,475    1.7%
Home Furnishings   5,696    1.5%
Restaurants - Casual Dining   4,770    1.3%
Specialty Retail   4,495    1.2%
Financial Services   4,019    1.1%
Theaters   3,854    1.0%
Sporting Goods   3,243    0.9%
Pet Supplies   2,597    0.7%
Entertainment Retail   2,333    0.6%
Apparel   1,201    0.3%
Beauty and Cosmetics   1,166    0.3%
Shoes   1,058    0.3%
Office Supplies   860    0.3%
Miscellaneous   107    0.1%
Total Portfolio  $371,811    100.0%

 

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

(1)Refer to footnote 1 on page 5 for the Company’s definition of Annualized Base Rent.

 

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Geographic Diversification

 

The following table presents annualized base rents for all states that represent 2.5% or greater of the Company’s total annualized base rent as of December 31, 2021:

 

State  Annualized
Base Rent(1)
  

Percent of

Annualized Base Rent

 
         
Texas  $26,636    7.2%
Illinois   21,904    5.9%
Ohio   21,584    5.8%
Michigan   20,985    5.6%
Florida   20,903    5.6%
North Carolina   19,365    5.2%
New Jersey   19,200    5.2%
California   16,095    4.3%
Pennsylvania   15,324    4.1%
New York   14,124    3.8%
Georgia   12,471    3.4%
Virginia   10,787    2.9%
Wisconsin   10,370    2.8%
Connecticut   9,765    2.6%
Other(2)   132,298    35.6%
Total Portfolio  $371,811    100.0%

 

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

(1)Refer to footnote 1 on page 5 for the Company’s definition of Annualized Base Rent.
(2)Includes states generating less than 2.5% of Annualized Base Rent.

 

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Capital Markets and Balance Sheet

 

Capital Markets

 

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement to increase its senior unsecured credit facility (the “Credit Facility") to $1.0 billion. The Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Credit Facility matures in January 2026 with Company options to extend the maturity date to January 2027. Based on the Company's credit ratings and leverage ratio at the time of closing, pricing on the Credit Facility was 77.5 basis points over LIBOR, down from 82.5 basis points under the prior revolving credit facility.

 

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 additional shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $374.8 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. To date, the Company has not received any proceeds from the sale of shares of its common stock by the forward purchasers.

 

During the fourth quarter of 2021, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 207,166 shares of common stock for anticipated net proceeds of approximately $14.2 million. Additionally, the Company settled 1,501,210 shares under forward sale agreements entered into through its ATM program and received net proceeds of approximately $94.2 million.

 

At year end, the Company had 7,875,296 shares remaining to be settled under existing forward sale agreements, which are anticipated to raise net proceeds of approximately $519.2 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.

 

The following table presents the Company’s outstanding forward equity offerings as of December 31, 2021:

 

Forward Equity

Offerings

  Shares
Sold
   Shares
Settled
   Shares
Remaining
   Net Proceeds
Received
   Anticipated Net Proceeds Remaining 
                     
Q1 2021 ATM Forward Offerings   372,469    -    372,469    -   $24,358,755 
Q2 2021 ATM Forward Offerings   1,178,197    -    1,178,197    -   $79,128,474 
Q3 2021 ATM Forward Offerings   367,464    -    367,464    -   $26,693,468 
Q4 2021 ATM Forward Offerings   207,166    -    207,166    -   $14,234,169 
December 2021 Forward Offering   5,750,000    -    5,750,000    -   $374,768,075 
Total Forward Equity Offerings   7,875,296    -    7,875,296    -   $519,182,941 

 

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Balance Sheet

 

As of December 31, 2021, the Company’s net debt to recurring EBITDA was 4.9 times. The Company’s proforma net debt to recurring EBITDA was 3.4 times when deducting the $519.2 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $1.7 billion as of December 31, 2021. The Company’s fixed charge coverage ratio was 5.2 times as of the end of the fourth quarter.

 

The Company’s total debt to enterprise value was 24.5% as of December 31, 2021. Enterprise value is calculated as the sum of net debt, the liquidation value of the Company’s preferred stock, and the market value of the Company’s outstanding shares of common stock, assuming conversion of Agree Limited Partnership (the “Operating Partnership” or “OP”) common units into common stock of the Company.

 

For the three and twelve months ended December 31, 2021, the Company’s fully diluted weighted-average shares outstanding were 70.6 million and 67.1 million, respectively. The basic weighted-average shares outstanding for the

three and twelve months ended December 31, 2021 were 70.3 million and 66.8 million, respectively.

 

For the three and twelve months ended December 31, 2021, the Company’s fully diluted weighted-average shares and units outstanding were 71.0 million and 67.5 million, respectively. The basic weighted-average shares and units outstanding for the three and twelve months ended December 31, 2021 were 70.6 million and 67.1 million, respectively.

 

The Company’s assets are held by, and its operations are conducted through, the Operating Partnership, of which the Company is the sole general partner. As of December 31, 2021, there were 347,619 Operating Partnership common units outstanding and the Company held a 99.5% common interest in the Operating Partnership.

 

Conference Call/Webcast

 

The Company will host its quarterly analyst and investor conference call on Wednesday, February 23, 2022 at 9:00 AM ET. To participate in the conference call, please dial (866) 363-3979 approximately ten minutes before the call begins.

 

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

 

About Agree Realty Corporation

 

Agree Realty Corporation is a publicly traded real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants. As of December 31, 2021, the Company owned and operated a portfolio of 1,404 properties, located in 47 states and containing approximately 29.1 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information on the Company and RETHINKING RETAIL, please visit www.agreerealty.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including statements about projected financial and operating results, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” “outlook” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company’s best judgment reflecting current information, you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the potential adverse effect of the current pandemic 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 COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission (the “SEC”), as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of COVID-19. Additional important factors, among others, that may cause the Company’s actual results to vary include the general deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other factors discussed in the Company’s reports filed with the SEC. The forward-looking statements included in this press release are made as of the date hereof. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, changes in the Company’s expectations or assumptions or otherwise.

 

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

 

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

 

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

 

###

 

Contact:

 

Peter Coughenour

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190

 

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Agree Realty Corporation

Consolidated Balance Sheet

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

(Unaudited)

 

   December 31, 2021   December 31, 2020 
Assets:          
Real Estate Investments:          
Land  $1,559,434   $1,094,550 
Buildings   3,034,391    2,371,553 
Accumulated depreciation   (233,862)   (172,577)
Property under development   7,148    10,653 
Net real estate investments   4,367,111    3,304,179 
Real estate held for sale, net   5,676    1,199 
Cash and cash equivalents   43,252    6,137 
Cash held in escrows   1,998    1,818 
Accounts receivable - tenants, net   53,442    37,808 
Lease intangibles, net of accumulated amortization of $180,532 and $125,995 at December 31, 2021 and December 31, 2020, respectively   672,020    473,592 
Other assets, net   83,407    61,450 
Total Assets  $5,226,906   $3,886,183 
           
Liabilities:          
Mortgage notes payable, net  $32,429   $33,122 
Unsecured term loans, net   -    237,849 
Senior unsecured notes, net   1,495,200    855,328 
Unsecured revolving credit facility   160,000    92,000 
Dividends and distributions payable   16,881    34,545 
Accounts payable, accrued expenses and other liabilities   70,005    71,390 
Lease intangibles, net of accumulated amortization of $29,726 and $24,651 at December 31, 2021 and December 31, 2020, respectively   33,075    35,700 
Total Liabilities  $1,807,590   $1,359,934 
           
Equity:          
Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized, 7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at December 31, 2021, no shares issued and outstanding at December 31, 2020   175,000    - 
Common stock, $.0001 par value per share, 180,000,000 and 90,000,000 shares authorized, 71,285,311 and 60,021,483 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively   7    6 
Additional paid-in capital   3,395,549    2,652,090 
Dividends in excess of net income   (147,366)   (91,343)
Accumulated other comprehensive income (loss)   (5,503)   (36,266)
Total Equity - Agree Realty Corporation  $3,417,687   $2,524,487 
Non-controlling interest   1,629    1,762 
Total Equity  $3,419,316   $2,526,249 
Total Liabilities and Equity  $5,226,906   $3,886,183 

 

12 

 


 

Agree Realty Corporation

Consolidated Statements of Operations and Comprehensive Income

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

(Unaudited)

 

   Three months ended
December 31,
   Twelve months ended
December 31,
 
   2021   2020   2021   2020 
Revenues                
Rental Income  $91,345   $71,349   $339,067   $248,309 
Other   67    65    256    259 
Total Revenues  $91,412   $71,414   $339,323   $248,568 
                     
Operating Expenses                    
Real estate taxes  $6,701   $6,370   $25,513   $21,428 
Property operating expenses   4,052    2,720    13,996    9,023 
Land lease expense   417    325    1,552    1,301 
General and administrative   6,650    6,793    25,456    20,793 
Depreciation and amortization   26,565    19,691    95,729    66,758 
Provision for impairment   1,919    141    1,919    4,137 
Total Operating Expenses  $46,304   $36,040   $164,165   $123,440 
                     
Gain (loss) on sale of assets, net   1,759    437    14,941    8,004 
Gain (loss) on involuntary conversion, net   67    -    170    - 
                     
Income from Operations  $46,934   $35,811   $190,269   $133,132 
                     
Other (Expense) Income                    
Interest expense, net  $(13,111)  $(11,791)  $(50,378)  $(40,097)
Income tax (expense) benefit   (517)   (260)   (2,401)   (1,086)
Gain (loss) on early extinguishment of term loans and settlement of related interest rate swaps   -    -    (14,614)   - 
Other (expense) income   -    -    -    23 
                     
Net Income  $33,306   $23,760   $122,876   $91,972 
                     
Less Net Income Attributable to Non-Controlling Interest   156    147    603    591 
                     
Net Income Attributable to Agree Realty Corporation  $33,150   $23,613   $122,273   $91,381 
                     
Less Series A Preferred Stock Dividends   1,859    -    2,148    - 
                     
Net Income Attributable to Common Stockholders  $31,291   $23,613   $120,125   $91,381 
                     
Net Income Per Share Attributable to Common Stockholders                    
Basic  $0.44   $0.43   $1.79   $1.76 
Diluted  $0.44   $0.42   $1.78   $1.74 
                     
Other Comprehensive Income                    
Net Income  $33,306   $23,760   $122,876   $91,972 
Amortization of interest rate swaps   81    501    950    698 
Change in fair value and settlement of interest rate swaps   (696)   3,387    29,980    (30,694)
Total Comprehensive Income (Loss)   32,691    27,648    153,806    61,976 
Comprehensive Income Attributable to Non-Controlling Interest   (153)   (182)   (770)   (369)
Comprehensive Income Attributable to Agree Realty Corporation  $32,538   $27,466   $153,036   $61,607 
                     
Weighted Average Number of Common Shares Outstanding - Basic   70,297,659    55,397,190    66,802,242    51,838,219 
Weighted Average Number of Common Shares Outstanding - Diluted   70,610,082    56,063,758    67,139,079    52,396,734 

 

13 

 


 

Agree Realty Corporation

Reconciliation of Net Income to FFO, Core FFO and Adjusted FFO

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

(Unaudited)

 

   Three months ended
December 31,
   Twelve months ended
December 31,
 
   2021   2020   2021   2020 
                 
Net Income  $33,306   $23,760   $122,876   $91,972 
Less Series A Preferred Stock Dividends   1,859    -    2,148    - 
Net Income attributable to OP Common Unitholders   31,447    23,760    120,728    91,972 
Depreciation of rental real estate assets   18,293    13,980    66,732    48,367 
Amortization of lease intangibles - in-place leases and leasing costs   8,116    5,567    28,379    17,882 
Provision for impairment   1,919    141    1,919    4,137 
(Gain) loss on sale or involuntary conversion of assets, net   (1,826)   (437)   (15,111)   (8,004)
Funds from Operations - OP Common Unitholders  $57,949   $43,011   $202,647   $154,354 
Loss on extinguishment of debt and settlement of related hedges   -    -    14,614    - 
Amortization of above (below) market lease intangibles, net   7,654    4,333    24,284    15,885 
Core Funds from Operations - OP Common Unitholders  $65,603   $47,344   $241,545   $170,239 
Straight-line accrued rent   (3,078)   (2,204)   (11,857)   (7,818)
Stock based compensation expense   1,500    1,524    5,467    4,995 
Amortization of financing costs   505    266    1,197    826 
Non-real estate depreciation   156    144    618    509 
Adjusted Funds from Operations - OP Common Unitholders  $64,686   $47,074   $236,970   $168,751 
                     
Funds from Operations Per Common Share and OP Unit - Basic  $0.82   $0.77   $3.02   $2.96 
Funds from Operations Per Common Share and OP Unit - Diluted  $0.82   $0.76   $3.00   $2.93 
                     
Core Funds from Operations Per Common Share and OP Unit - Basic  $0.93   $0.85   $3.60   $3.26 
Core Funds from Operations Per Common Share and OP Unit - Diluted  $0.92   $0.84   $3.58   $3.23 
                     
Adjusted Funds from Operations Per Common Share and OP Unit - Basic  $0.92   $0.84   $3.53   $3.23 
Adjusted Funds from Operations Per Common Share and OP Unit - Diluted  $0.91   $0.83   $3.51   $3.20 
                     
Weighted Average Number of Common Shares and OP Units Outstanding - Basic   70,645,278    55,744,809    67,149,861    52,185,838 
Weighted Average Number of Common Shares and OP Units Outstanding - Diluted   70,957,701    56,411,377    67,486,698    52,744,353 
                     
Additional supplemental disclosure                    
Scheduled principal repayments  $205   $208   $799   $907 
Capitalized interest   49    63    249    172 
Capitalized building improvements   1,445    2,333    5,821    5,581 

 

Non-GAAP Financial Measures

 

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

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

 

Core Funds from Operations (“Core FFO”)

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

 

Adjusted Funds from Operations (“AFFO”)

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

 

14 

 


 

Agree Realty Corporation

Reconciliation of Net Debt to Recurring EBITDA

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

(Unaudited)

 

   Three months ended
December 31,
 
   2021 
     
Net Income  $33,306 
Interest expense, net   13,111 
Income tax expense   517 
Depreciation of rental real estate assets   18,293 
Amortization of lease intangibles - in-place leases and leasing costs   8,116 
Non-real estate depreciation   156 
Provision for impairment   1,919 
(Gain) loss on sale or involuntary conversion of assets, net   (1,826)
EBITDAre  $73,592 
      
Run-Rate Impact of Investment, Disposition and Leasing Activity  $3,372 
Amortization of above (below) market lease intangibles, net   7,654 
Recurring EBITDA  $84,618 
      
Annualized Recurring EBITDA  $338,472 
      
Total Debt  $1,702,635 
Cash, cash equivalents and cash held in escrows   (45,250)
Net Debt  $1,657,385 
      
Net Debt to Recurring EBITDA   4.9x
      
Net Debt  $1,657,385 
Anticipated Net Proceeds from ATM Forward Offerings   (144,415)
Anticipated Net Proceeds from December 2021 Forward Offering   (374,768)
Proforma Net Debt  $1,138,202 
      
Proforma Net Debt to Recurring EBITDA   3.4x

 

Non-GAAP Financial Measures

 

EBITDAre

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

 

Recurring EBITDA

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

 

Net Debt

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

 

Forward Offerings

The Company has 2,125,296 shares remaining to be settled under the ATM Forward Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $144.4 million based on the applicable forward sale prices as of December 31, 2021. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the ATM Forward Offerings by certain dates between March 2022 and December 2022. In addition, in December 2021, the Company completed an underwritten public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase additional shares, in connection with forward sale agreements. Upon settlement, the December 2021 Forward Offering is anticipated to raise net proceeds of approximately $374.8 million based on the applicable forward sale price as of December 31, 2021. The Company is contractually obligated to settle the offering by December 2022.

 

15 

 


 

Agree Realty Corporation

Rental Income

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

(Unaudited)

 

   Three months ended
December 31,
   Twelve months ended
December 31,
 
   2021   2020   2021   2020 
Rental Income Source(1)                    
Minimum rents(2)  $86,200   $65,333   $314,694   $228,122 
Percentage rents(2)   -    -    593    249 
Operating cost reimbursement(2)   9,721    8,145    36,206    28,005 
Straight-line rental adjustments(3)   3,078    2,204    11,857    7,818 
Amortization of (above) below market lease intangibles(4)   (7,654)   (4,333)   (24,283)   (15,885)
Total Rental Income  $91,345   $71,349   $339,067   $248,309 


 

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

 

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

 

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

 

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

 

16