EX-99.1 2 tm217034d3_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 2020 RESULTS

 

Bloomfield Hills, MI, February 18, 2021 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter and full year ended December 31, 2020. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

 

Fourth Quarter 2020 Financial and Operating Highlights:

 

§Invested $363.3 million in 106 retail net lease properties
§19.4% of annualized base rents acquired were derived from ground leased assets
§Commenced two new development and Partner Capital Solutions (“PCS”) projects
§Net Income per share attributable to the Company decreased 19.6% to $0.42
§Net Income attributable to the Company increased 4.7% to $23.6 million
§Increased Core Funds from Operations (“Core FFO”) per share 3.8% to $0.84
§Increased Core FFO 35.1% to $47.3 million
§Increased Adjusted Funds from Operations (“AFFO”) per share 4.8% to $0.83
§Increased AFFO 36.4% to $47.1 million
§Declared a quarterly dividend of $0.620 per share, a 6.0% year-over-year increase
§Sold 1,501,210 shares of common stock via the forward component of the Company’s at-the-market equity (“ATM”) program for anticipated net proceeds of approximately $98.2 million
§Settled the remaining 4,651,666 shares of the Company’s outstanding April 2020 forward equity offering for net proceeds of approximately $266.7 million

 

Full Year 2020 Financial and Operating Highlights:

 

§Invested or committed a record $1.36 billion in 329 retail net lease properties
§Completed nine development and PCS projects
§Net Income per share attributable to the Company decreased 10.1% to $1.74
§Net Income attributable to the Company increased 14.1% to $91.4 million
§Increased Core FFO per share 4.8% to $3.23
§Increased Core FFO 33.0% to $170.2 million
§Increased AFFO per share 6.0% to $3.20
§Increased AFFO 34.4% to $168.8 million
§Declared dividends of $2.405 per share, a 5.5% year-over-year increase
§Received a BBB investment grade credit rating from S&P Global Ratings
§Completed inaugural public bond offering of $350.0 million of 2.90% senior unsecured notes due 2030
§Balance sheet positioned for growth at 4.8 times net debt to recurring EBITDA

 

1

 

 

Financial Results

 

Net Income

 

Net Income attributable to the Company for the three months ended December 31, 2020 increased 4.7% to $23.6 million, compared to $22.6 million for the comparable period in 2019. Net Income per share attributable to the Company for the three months ended December 31, 2020 decreased 19.6% to $0.42, compared to $0.52 per share for the comparable period in 2019.

 

Net Income attributable to the Company for the twelve months ended December 31, 2020 increased 14.1% to $91.4 million, compared to $80.1 million for the comparable period in 2019. Net Income per share attributable to the Company for the twelve months ended December 31, 2020 decreased 10.1% to $1.74, compared to $1.93 per share for the comparable period in 2019.

 

Core Funds from Operations

 

Core FFO for the three months ended December 31, 2020 increased 35.1% to $47.3 million, compared to Core FFO of $35.0 million for the comparable period in 2019. Core FFO per share for the three months ended December 31, 2020 increased 3.8% to $0.84, compared to Core FFO per share of $0.81 for the comparable period in 2019.

 

Core FFO for the twelve months ended December 31, 2020 increased 33.0% to $170.2 million, compared to Core FFO of $128.0 million for the comparable period in 2019. Core FFO per share for the twelve months ended December 31, 2020 increased 4.8% to $3.23, compared to Core FFO per share of $3.08 for the comparable period in 2019.

 

Adjusted Funds from Operations

 

AFFO for the three months ended December 31, 2020 increased 36.4% to $47.1 million, compared to AFFO of $34.5 million for the comparable period in 2019. AFFO per share for the three months ended December 31, 2020 increased 4.8% to $0.83, compared to AFFO per share of $0.80 for the comparable period in 2019.

 

AFFO for the twelve months ended December 31, 2020 increased 34.4% to $168.8 million, compared to AFFO of $125.5 million for the comparable period in 2019. AFFO per share for the twelve months ended December 31, 2020 increased 6.0% to $3.20, compared to AFFO per share of $3.02 for the comparable period in 2019.

 

Dividend

 

The Company paid a cash dividend of $0.620 per share on January 6, 2021 to stockholders of record on December 23, 2020, a 6.0% increase over the $0.585 quarterly dividend declared in the fourth quarter of 2019. The quarterly dividend represents payout ratios of approximately 74% of both Core FFO per share and AFFO per share, respectively.

 

For the twelve months ended December 31, 2020, the Company declared dividends of $2.405 per share, a 5.5% increase over the dividends of $2.280 per share declared for the comparable period in 2019. The dividends represent payout ratios of approximately 75% of both Core FFO per share and AFFO per share, respectively.

 

In January 2021, the Company announced the transition to a monthly cash dividend and declared its inaugural monthly dividend of $0.207 per share. The dividend was paid on February 12, 2021 to stockholders of record at the close of business on January 29, 2021.

 

In February 2021, the Company declared a monthly cash dividend of $0.207 per share. The dividend is payable March 12, 2021 to stockholders of record at the close of business on February 26, 2021. The January and February monthly dividends reflect an annualized dividend amount of $2.484 per common share, representing a 6.2% increase over the annualized dividend amount of $2.340 per common share from the first quarter of 2020.

 

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CEO Comments

 

"We are extremely pleased with our record performance in 2020 amidst the most difficult of circumstances,” said Joey Agree, President and Chief Executive Officer. "We are poised to become an omni-channel retail thought leader with our RETHINK RETAIL initiative and have strategically positioned our portfolio to thrive in any environment. Our Team and our balance sheet remain positioned for 2021.”

 

Portfolio Update

 

As of December 31, 2020, the Company’s growing portfolio consisted of 1,129 properties located in 46 states and totaled approximately 22.7 million square feet of gross leasable area.

 

The portfolio was approximately 99.5% leased, had a weighted-average remaining lease term of approximately 9.7 years, and generated 67.5% of annualized base rents from investment grade retail tenants.

 

COVID-19 Rental Payment Update

 

The Company has received second, third, and fourth quarter rent payments originally contracted for those quarters from 95%, 98% and 99% of its portfolio, respectively. The Company has also entered into deferral agreements representing 2%, 2% and less than 1% of second, third and fourth quarter rents, respectively, net of repayments received.

 

Ground Lease Portfolio

 

During the quarter, the Company acquired 16 ground leased assets for an aggregate purchase price of approximately $78.7 million, representing 19.4% of annualized base rents acquired.

 

As of December 31, 2020, the Company’s ground lease portfolio consisted of 89 leases located in 27 states and totaled approximately 3.1 million square feet of gross leasable area. Properties ground leased to tenants increased to 9.6% of annualized base rents.

 

At year end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 11.9 years, and generated 92.3% of annualized base rents from investment grade retail tenants.

 

Acquisitions

 

Total acquisition volume for the fourth quarter of 2020 was approximately $355.6 million and included 100 properties net leased to leading retailers operating in sectors including off-price retail, home improvement, auto parts, general merchandise, dollar stores, convenience stores, farm and rural supply, grocery stores and tire and auto service. The properties are located in 33 states and leased to tenants operating in 18 sectors.

 

The properties were acquired at a weighted-average capitalization rate of 6.4% and had a weighted-average remaining lease term of approximately 11.6 years. Approximately 83.5% of annualized base rents acquired were generated from investment grade retail tenants.

 

For the twelve months ended December 31, 2020, total acquisition volume was approximately $1.31 billion. The 317 acquired properties are located in 39 states and leased to 45 tenants who operate in 20 retail sectors. The properties were acquired at a weighted-average capitalization rate of 6.4% and had a weighted-average remaining lease term of approximately 11.3 years. Approximately 83.6% of annualized base rents were generated from investment grade retail tenants. Approximately 12.2% of annualized base rents acquired were derived from ground leased assets.

 

The Company’s outlook for acquisition volume in 2021, which includes several significant assumptions, remains between $800 million and $1.0 billion of high-quality retail net lease properties.

 

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Dispositions

 

During the fourth quarter, the Company sold one property for gross proceeds of approximately $1.8 million. The disposition was completed at a capitalization rate of 7.2%. During the twelve months ended December 31, 2020, the Company divested 17 properties for total gross proceeds of $49.4 million. The weighted-average capitalization rate of the dispositions was 7.1%.

 

The Company’s disposition guidance for 2021 remains between $25 million and $75 million.

 

Development and Partner Capital Solutions

 

In the fourth quarter, the Company completed three previously announced development and PCS projects, including the Company’s second development with Harbor Freight Tools in Weslaco, Texas, and the Company’s first development projects with O’Reilly Auto Parts and Tire Discounters.

 

During the quarter, the Company commenced two new development and PCS projects, with total anticipated costs of approximately $6.2 million. The projects consist of a Burlington in Texarkana, Texas, and a Gerber Collision in Buford, Georgia.

 

Construction continued during the fourth quarter on the Company’s first development with Grocery Outlet in Port Angeles, Washington, which is expected to be completed in the second quarter of 2021.

 

For the twelve months ended December 31, 2020, the Company had 12 development or PCS projects completed or under construction. Anticipated total costs are approximately $43.2 million and include the following projects:

 

Tenant  Location  Lease
Structure		  Lease
Term		  Actual or
Anticipated Rent
Commencement		  Status
ALDI  Frankfort, KY  Build-to-Suit  10 years  Q4 2019  Complete
Harbor Freight Tools  Frankfort, KY  Build-to-Suit  10 years  Q4 2019  Complete
Big Lots  Frankfort, KY  Build-to-Suit  10 years  Q1 2020  Complete
Tractor Supply  Hart, MI  Build-to-Suit  10 years  Q1 2020  Complete
Sunbelt Rentals  Converse, TX  Build-to-Suit  10 years  Q1 2020  Complete
Family Dollar  Grayling, MI  Build-to-Suit  7 Years  Q2 2020  Complete
TJ Maxx  Harlingen, TX  Build-to-Suit  10 years  Q3 2020  Complete
Burlington  Columbus, OH  Build-to-Suit  10 years  Q3 2020  Complete
Tractor Supply  Columbus, OH  Build-to-Suit  10 years  Q3 2020  Complete
Harbor Freight Tools  Weslaco, TX  Build-to-Suit  15 Years  Q4 2020  Complete
O'Reilly Auto Parts  Mayflower, AR  Build-to-Suit  10 years  Q4 2020  Complete
Tire Discounters  Westerville, OH  Build-to-Suit  15 Years  Q4 2020  Complete
Grocery Outlet  Port Angeles, WA  Build-to-Suit  15 years  Q2 2021  Under Construction
Burlington  Texarkana, TX  Build-to-Suit  11 years  Q2 2021  Under Construction
Gerber Collision  Buford, GA  Build-to-Suit  15 years  Q2 2021  Under Construction

 

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Leasing Activity and Expirations

 

During the fourth quarter, the Company executed new leases, extensions or options on approximately 83,000 square feet of gross leasable area.

 

For the twelve months ended December 31, 2020, the Company executed new leases, extensions or options on approximately 518,000 square feet of gross leasable area. Notable new leases, extensions or options included new twenty-year leases on three Wawa convenience stores located in the Mid-Atlantic, an approximately 44,000-square foot Dick's Sporting Goods in Boynton Beach, Florida, and an approximately 38,000-square foot Giant Eagle in Ligonier, Pennsylvania.

 

As of December 31, 2020, the Company’s 2021 lease maturities represented 0.9% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2020, 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		 
2021   16    2,594    0.9%   163    0.7%
2022   19    3,726    1.3%   344    1.5%
2023   42    8,236    2.9%   942    4.2%
2024   41    14,195    4.9%   1,623    7.2%
2025   64    15,410    5.4%   1,509    6.7%
2026   82    16,280    5.7%   1,589    7.0%
2027   81    17,989    6.3%   1,375    6.1%
2028   84    20,566    7.2%   1,797    8.0%
2029   110    32,814    11.4%   2,913    12.9%
2030   185    33,624    11.7%   2,661    11.8%
Thereafter   492    122,000    42.3%   7,647    33.9%
Total Portfolio   1,216   $287,434    100.0%   22,563    100.0%

 

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of December 31, 2020 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, 2020, 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 Company added Wawa to its top tenants during the fourth quarter of 2020. 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, 2020:

 

Tenant  Annualized
Base Rent(1)		  

Percent of

Annualized
Base Rent

 
Walmart  $21,089    7.3%
Dollar General   12,545    4.4%
Tractor Supply   12,457    4.3%
Best Buy   10,493    3.7%
TJX Companies   10,450    3.6%
Sherwin-Williams   10,077    3.5%
O'Reilly Auto Parts   9,411    3.3%
Hobby Lobby   7,631    2.7%
TBC Corporation   6,948    2.4%
Lowe's   6,901    2.4%
Home Depot   6,841    2.4%
Walgreens   6,594    2.3%
Burlington   6,526    2.3%
CVS   6,421    2.2%
Dollar Tree   6,216    2.2%
Kroger   5,919    2.1%
Wawa   5,536    1.9%
AutoZone   5,268    1.8%
LA Fitness   5,091    1.8%
Sunbelt Rentals   4,992    1.7%
Other(2)   120,028    41.7%
Total Portfolio  $287,434    100.0%

 

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

Bolded and italicized tenants represent additions for the three months ended December 31, 2020.

 

(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, 2020:

 

Sector  Annualized
Base Rent(1)		  

Percent of
Annualized

Base Rent

   Q4 2020 Rent
Payments
Received(2)		 
Home Improvement  $28,208    9.8%   100%
Grocery Stores   23,794    8.3%   100%
Tire and Auto Service   23,257    8.1%   100%
General Merchandise   20,958    7.3%   100%
Convenience Stores   19,904    6.9%   100%
Off-Price Retail   19,188    6.7%   100%
Auto Parts   17,882    6.2%   100%
Dollar Stores   17,552    6.1%   100%
Pharmacy   13,835    4.8%   100%
Farm and Rural Supply   13,408    4.7%   100%
Consumer Electronics   12,051    4.2%   100%
Crafts and Novelties   9,835    3.4%   100%
Health and Fitness   7,077    2.5%   97%
Home Furnishings   5,485    1.9%   100%
Restaurants - Quick Service   5,363    1.9%   99%
Equipment Rental   5,318    1.9%   100%
Health Services   5,271    1.8%   100%
Warehouse Clubs   4,988    1.7%   100%
Specialty Retail   4,862    1.7%   94%
Dealerships   4,820    1.7%   100%
Discount Stores   4,565    1.6%   99%
Theaters   3,854    1.3%   76%
Entertainment Retail   3,117    1.1%   100%
Pet Supplies   2,597    0.9%   100%
Restaurants - Casual Dining   2,314    0.8%   89%
Sporting Goods   2,020    0.7%   100%
Financial Services   2,001    0.7%   100%
Apparel   1,260    0.4%   99%
Shoes   1,019    0.4%   83%
Beauty and Cosmetics   878    0.3%   100%
Office Supplies   659    0.2%   100%
Miscellaneous   94    0.0%   99%
Total Portfolio  $287,434    100.0%   99%

 

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)Reflects the contractual rent paid as a percentage of the total contractual rent due for the three months ended December 31, 2020 for each respective sector. Beginning in 2020, the Company began providing supplemental disclosures due to the COVID-19 pandemic. "Contractual rent" for any period means the recurring cash amount charged to tenants, inclusive of monthly base rent and recurring operating cost reimbursements due pursuant to lease agreements, for such period. “Contractual rent” has not been adjusted for any temporary rent relief granted and includes amounts charged to tenants in bankruptcy.

 

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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, 2020:

 

State  Annualized
Base Rent(1)		  

Percent of

Annualized
Base Rent

 
Texas  $22,207    7.7%
Michigan   19,447    6.8%
North Carolina   16,296    5.7%
Ohio   16,231    5.6%
Florida   15,457    5.4%
Illinois   14,521    5.1%
Pennsylvania   12,053    4.2%
New Jersey   11,145    3.9%
Georgia   10,717    3.7%
California   10,577    3.7%
New York   9,437    3.3%
Wisconsin   9,283    3.2%
Virginia   8,397    2.9%
Missouri   8,177    2.8%
Mississippi   7,404    2.6%
Louisiana   7,304    2.5%
Other(2)   88,781    30.9%
Total Portfolio  $287,434    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

 

During 2020, the Company executed numerous capital markets transactions to fund strategic growth and maintain a fortified balance sheet:

 

§On March 30, 2020, the Company settled 1,400,251 shares under forward sale agreements entered into through its ATM program and received net proceeds of approximately $104.6 million.

 

§On April 2, 2020, the Company completed a follow-on public offering of 2,875,000 shares of common stock, including the underwriters’ overallotment option, at a public offering price of $61.00 per share. Upon closing, the Company received net proceeds of approximately $170.4 million.

 

§On April 22, 2020, the Company settled 3,976,695 shares under forward sale agreements entered into through its ATM program and received net proceeds of approximately $267.4 million.

 

§On April 22, 2020, the Company closed an underwritten public offering of 6,166,666 shares of its common stock (the “April 2020 Forward Offering”) in connection with a forward sale agreement in which the shares were sold to Cohen & Steers Capital Management, Inc. at a price of $60.00 per share.

 

§During the second quarter of 2020, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 742,860 shares of common stock at a weighted-average gross price of $66.61 per share.

 

§On August 17, 2020, the Company completed its inaugural public bond offering of $350.0 million of 2.90% senior unsecured notes due 2030 (the “Notes”). The public offering price for the Notes was 99.93% of the principal amount for an effective yield to maturity of 2.91%. The Notes are senior unsecured obligations of Agree Limited Partnership (the “Operating Partnership”), guaranteed by the Company and certain of their subsidiary guarantors.

 

§During the third quarter of 2020, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 885,912 shares of common stock at a weighted-average gross price of $67.47 per share.

 

§On September 28, 2020, the Company settled 1,515,000 shares under the April 2020 Forward Offering and received net proceeds of approximately $88.0 million.

 

§During the fourth quarter of 2020, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 1,501,210 shares of common stock at a weighted-average gross price of $66.85 per share.

 

§On December 28, 2020, the Company settled the remaining 4,651,666 shares under the April 2020 Forward Offering and received net proceeds of approximately $266.7 million.

 

 

In January 2021, Company completed a follow-on public offering of 3,450,000 shares of common stock, including the underwriters’ option to purchase additional shares. Upon closing, the Company received total net proceeds of approximately $221.6 million.

 

At year end, the Company had 3,129,982 shares remaining to be settled under existing forward sale agreements, which are anticipated to raise net proceeds of approximately $203.2 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.

 

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The following table presents the Company’s outstanding forward equity offerings as of December 31, 2020:

 

Forward Equity

Offerings

  Shares
Sold		   Shares
Settled		   Shares
Remaining		   Net
Proceeds
Received		   Anticipated Net
Proceeds
Remaining		 
Q2 2020 ATM Forward Offerings   742,860               -    742,860                -   $47,255,448 
Q3 2020 ATM Forward Offerings   885,912    -    885,912    -   $57,737,161 
Q4 2020 ATM Forward Offerings   1,501,210    -    1,501,210    -   $98,218,182 
Total Forward Equity Offerings   3,129,982    -    3,129,982    -   $203,210,791 

 

Balance Sheet

 

As of December 31, 2020, the Company’s net debt to recurring EBITDA was 4.8 times and its fixed charge coverage ratio was 4.8 times. The Company’s proforma net debt to recurring EBITDA was 4.0 times when deducting the $203.2 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $1.2 billion as of December 31, 2020.

 

The Company’s total debt to enterprise value was 23.4% as of December 31, 2020. Enterprise value is calculated as the sum of net debt and the market value of the Company’s outstanding shares of common stock, assuming conversion of Operating Partnership units into common stock.

 

For the three and twelve months ended December 31, 2020, the Company’s fully diluted weighted-average shares outstanding were 56.1 million and 52.4 million, respectively. The basic weighted-average shares outstanding for the three and twelve months ended December 31, 2020 were 55.4 million and 51.8 million, respectively.

 

For the three and twelve months ended December 31, 2020, the Company’s fully diluted weighted-average shares and units outstanding were 56.4 million and 52.7 million, respectively. The basic weighted-average shares and units outstanding for the three and twelve months ended December 31, 2020 were 55.7 million and 52.2 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, 2020, there were 347,619 Operating Partnership units outstanding and the Company held a 99.4% interest in the Operating Partnership.

 

Conference Call/Webcast

 

The Company will host its quarterly analyst and investor conference call on Friday, February 19, 2021 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.

 

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About Agree Realty Corporation

 

Agree Realty Corporation is a publicly traded real estate investment trust primarily engaged in the acquisition and development of properties net leased to industry-leading retail tenants. As of December 31, 2020, the Company owned and operated a portfolio of 1,129 properties, located in 46 states and containing approximately 22.7 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, 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.

 

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.

 

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Contact:

 

Clay Thelen

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,
2020		   December 31,
2019		 
Assets:          
Real Estate Investments:          
Land  $1,094,550   $735,991 
Buildings   2,371,553    1,600,293 
Accumulated depreciation   (172,577)   (127,748)
Property under development   10,653    10,056 
Net real estate investments   3,304,179    2,218,592 
Real estate held for sale, net   1,199    3,750 
Cash and cash equivalents   6,137    15,603 
Cash held in escrows   1,818    26,554 
Accounts receivable - tenants   37,808    26,808 
Lease intangibles, net of accumulated amortization of $125,995 and $89,118 at December 31, 2020 and December 31, 2019, respectively   473,592    343,514 
Other assets, net   61,450    29,709 
Total Assets  $3,886,183   $2,664,530 
           
Liabilities:          
Mortgage notes payable, net  $33,122   $36,698 
Unsecured term loans, net   237,849    237,403 
Senior unsecured notes, net   855,328    509,198 
Unsecured revolving credit facility   92,000    89,000 
Dividends and distributions payable   34,545    25,014 
Accounts payable, accrued expenses and other liabilities   71,390    48,987 
Lease intangibles, net of accumulated amortization of $24,651 and $19,307 at December 31, 2020 and December 31, 2019, respectively   35,700    26,668 
Total Liabilities  $1,359,934   $972,968 
           
Equity:          
Common stock, $.0001 par value, 90,000,000 shares authorized, 60,021,483 and 45,573,623 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively  $6   $5 
Preferred stock, $.0001 par value per share, 4,000,000 shares authorized   -    - 
Additional paid-in capital   2,652,090    1,752,912 
Dividends in excess of net income   (91,343)   (57,094)
Accumulated other comprehensive income (loss)   (36,266)   (6,492)
Total Equity - Agree Realty Corporation  $2,524,487   $1,689,331 
Non-controlling interest   1,762    2,231 
Total Equity  $2,526,249   $1,691,562 
Total Liabilities and Equity  $3,886,183   $2,664,530 

 

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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,		 
   2020   2019   2020   2019 
Revenues                
Rental Income  $71,349   $52,039   $248,309   $187,279 
Other   65    96    259    199 
Total Revenues  $71,414   $52,135   $248,568   $187,478 
                     
Operating Expenses                    
Real estate taxes  $6,370   $4,504   $21,428   $15,520 
Property operating expenses   2,720    1,916    9,023    6,749 
Land lease expense   325    320    1,301    1,242 
General and administrative   6,793    3,820    20,793    15,566 
Depreciation and amortization   19,691    13,106    66,758    45,703 
Provision for impairment   141    -    4,137    1,609 
Total Operating Expenses  $36,040   $23,666   $123,440   $86,389 
                     
Income from Operations  $35,374   $28,469   $125,128   $101,089 
                     
Other (Expense) Income                    
Interest expense, net  $(11,791)  $(9,730)  $(40,097)  $(33,094)
Gain (loss) on sale of assets, net   437    4,333    8,004    13,306 
Income tax (expense) benefit   (260)   (328)   (1,086)   (538)
Other (expense) income   -    -    23    - 
                     
Net Income  $23,760   $22,744   $91,972   $80,763 
                     
Less Net Income Attributable to Non-Controlling Interest   147    185    591    682 
                     
Net Income Attributable to Agree Realty Corporation  $23,613   $22,559   $91,381   $80,081 
                     
Net Income Per Share Attributable to Agree Realty Corporation                    
Basic  $0.43   $0.53   $1.76   $1.96 
Diluted  $0.42   $0.52   $1.74   $1.93 
                     
                     
Other Comprehensive Income                    
Net Income  $23,760   $22,744   $91,972   $80,763 
Other comprehensive income (loss) - change in fair value and settlement of interest rate swaps   3,888    5,828    (29,996)   (7,987)
Total Comprehensive Income (Loss)   27,648    28,572    61,976    72,776 
Comprehensive Income Attributable to Non-Controlling Interest   (182)   (502)   (369)   (611)
Comprehensive Income Attributable to Agree Realty Corporation  $27,466   $28,070   $61,607   $72,165 
                     
Weighted Average Number of Common Shares Outstanding - Basic   55,397,190    42,287,660    51,838,219    40,577,346 
Weighted Average Number of Common Shares Outstanding - Diluted   56,063,758    42,996,318    52,396,734    41,223,614 

 

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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,		 
   2020   2019   2020   2019 
Net Income  $23,760   $22,744   $91,972   $80,763 
Depreciation of rental real estate assets   13,980    9,563    48,367    34,349 
Amortization of lease intangibles - in-place leases and leasing costs   5,567    3,453    17,882    11,071 
Provision for impairment   141    -    4,137    1,609 
(Gain) loss on sale of assets, net   (437)   (4,333)   (8,004)   (13,306)
Funds from Operations  $43,011   $31,427   $154,354   $114,486 
Amortization of above (below) market lease intangibles, net   4,333    3,618    15,885    13,501 
Core Funds from Operations  $47,344   $35,045   $170,239   $127,987 
Straight-line accrued rent   (2,204)   (1,928)   (7,818)   (7,093)
Deferred tax expense (benefit)   -    -    -    (475)
Stock based compensation expense   1,524    1,134    4,995    4,106 
Amortization of financing costs   266    165    826    706 
Non-real estate depreciation   144    89    509    283 
Adjusted Funds from Operations  $47,074   $34,505   $168,751   $125,514 
                     
Funds from Operations Per Share - Basic  $0.77   $0.74   $2.96   $2.80 
Funds from Operations Per Share - Diluted  $0.76   $0.73   $2.93   $2.75 
                     
Core Funds from Operations Per Share - Basic  $0.85   $0.82   $3.26   $3.13 
Core Funds from Operations Per Share - Diluted  $0.84   $0.81   $3.23   $3.08 
                     
Adjusted Funds from Operations Per Share - Basic  $0.84   $0.81   $3.23   $3.07 
Adjusted Funds from Operations Per Share - Diluted  $0.83   $0.80   $3.20   $3.02 
                     
Weighted Average Number of Common Shares and Units Outstanding - Basic   55,744,809    42,635,279    52,185,838    40,924,965 
Weighted Average Number of Common Shares and Units Outstanding - Diluted   56,411,377    43,343,937    52,744,353    41,571,233 
                     
                     
Additional supplemental disclosure                    
Scheduled principal repayments  $208   $251   $907   $2,401 
Capitalized interest   63    89    172    410 
Capitalized building improvements   2,333    1,251    5,581    2,451 
Contractual rents subject to deferral(1)   263    -    2,133    - 
Uncollected contractual rents not subject to deferral(1)   89    -    2,069    - 

 

(1) Beginning in the second quarter of 2020, the Company began providing supplemental disclosures due to the COVID-19 pandemic. “Contractual rent” for any period means the recurring cash amount charged to tenants, inclusive of monthly base rent and recurring operating cost reimbursements due pursuant to lease agreements, for such period. “Contractual rents subject to deferral” are presented net of amounts repaid under deferral agreements. “Uncollected contractual rents not subject to deferral” as used within this table exclude rents that have been deemed uncollectible for purposes of ASC 842. Rents deemed uncollectible are excluded from the reported net income and funds from operations measures in the reconciliation above.

 

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. 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 and/or infrequently recurring 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.

 

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Agree Realty Corporation

Reconciliation of Net Debt to Recurring EBITDA

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

(Unaudited)

 

   Three months
ended
December 31,		 
   2020 
Net Income  $23,760 
Interest expense, net   11,791 
Income tax expense   260 
Depreciation of rental real estate assets   13,980 
Amortization of lease intangibles - in-place leases and leasing costs   5,567 
Non-real estate depreciation   144 
Provision for impairment   141 
(Gain) loss on sale of assets, net   (437)
EBITDAre  $55,206 
      
Run-Rate Impact of Investment, Disposition and Leasing Activity  $3,973 
Amortization of above (below) market lease intangibles, net   4,333 
Recurring EBITDA  $63,512 
      
Annualized Recurring EBITDA  $254,048 
      
Total Debt  $1,225,433 
Cash, cash equivalents and cash held in escrows   (7,955)
Net Debt  $1,217,478 
      
Net Debt to Recurring EBITDA   4.8x
      
Net Debt  $1,217,478 
Anticipated Net Proceeds from ATM Forward Offerings   (203,211)
Proforma Net Debt  $1,014,267 
      
Proforma Net Debt to Recurring EBITDA   4.0x

 

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 ATM 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 ATM Forward Offerings on the Company’s capital structure, its future borrowing capacity, and its ability to service its debt.

 

ATM Forward Offerings

The Company has 3,129,982 shares remaining to be settled under the ATM Forward Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $203.2 million based on the applicable forward sale prices as of December 31, 2020. 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 May 2021 and December 2021.

 

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Agree Realty Corporation

Rental Income

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

(Unaudited)

 

   Three months ended
December 31,		   Twelve months ended
December 31,		 
   2020   2019   2020   2019 
Rental Income Source(1)                    
Minimum rents(2)  $65,333   $47,759   $228,122   $172,548 
Percentage rents(2)   -    50    249    336 
Operating cost reimbursement(2)   8,145    5,920    28,005    20,803 
Straight-line rental adjustments(3)   2,204    1,928    7,818    7,093 
Amortization of (above) below market lease intangibles(4)   (4,333)   (3,618)   (15,885)   (13,501)
Total Rental Income  $71,349   $52,039   $248,309   $187,279 

 

(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. Effective in 2019, the Company began classifying amortization of above- and below-market lease intangibles as a net reduction of rental income.

 

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