UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period fromto
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) | |
Organization) |
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(Address of principal executive offices) | (Zip Code) | |
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ | No | ◻ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ | No | ◻ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated Filer | ◻ | Non-accelerated Filer | ◻ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | No | ☒ |
As of April 22, 2024, the Registrant had
AGREE REALTY CORPORATION
Index to Form 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
(Unaudited)
March 31, |
| December 31, | ||||
2024 | 2023 | |||||
ASSETS | ||||||
Real Estate Investments | ||||||
Land | $ | | $ | | ||
Buildings |
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Less accumulated depreciation |
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Property under development |
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Net Real Estate Investments |
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Real Estate Held for Sale, net |
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Cash and Cash Equivalents |
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Cash Held in Escrows |
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Accounts Receivable - Tenants, net | |
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Lease Intangibles, net of accumulated amortization of $ | | | ||||
Other Assets, net |
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Total Assets | $ | | $ | | ||
LIABILITIES |
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Mortgage Notes Payable, net | $ | | $ | | ||
Unsecured Term Loan, net | |
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Senior Unsecured Notes, net | |
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Unsecured Revolving Credit Facility | |
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Dividends and Distributions Payable | |
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Accounts Payable, Accrued Expenses, and Other Liabilities | |
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Lease Intangibles, net of accumulated amortization of $ | | | ||||
Total Liabilities | |
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EQUITY |
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Preferred stock, $ | |
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Common stock, $ | |
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Additional paid-in-capital | |
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Dividends in excess of net income | ( |
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Accumulated other comprehensive income | |
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Total Equity - Agree Realty Corporation | |
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Non-controlling interest | |
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Total Equity | |
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Total Liabilities and Equity | $ | | $ | | ||
See accompanying notes to condensed consolidated financial statements.
1
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except share and per-share data)
(Unaudited)
Three Months Ended | |||||||
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| March 31, 2024 |
| March 31, 2023 |
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Revenues |
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Rental income | $ | | $ | | |||
Other |
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Total Revenues |
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Operating Expenses |
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Real estate taxes |
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Property operating expenses |
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Land lease expense |
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General and administrative |
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Depreciation and amortization |
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Provision for impairment |
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Total Operating Expenses |
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Gain on sale of assets, net |
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Loss on involuntary conversion, net | ( | | |||||
Income from Operations |
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Other (Expense) Income |
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Interest expense, net |
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Income and other tax expense | ( | ( | |||||
Other income |
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Net Income |
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Less net income attributable to non-controlling interest |
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Net income attributable to Agree Realty Corporation | | | |||||
Less Series A preferred stock dividends |
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Net Income Attributable to Common Stockholders | $ | | $ | | |||
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Net Income Per Share Attributable to Common Stockholders |
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Basic | $ | | $ | | |||
Diluted | $ | | $ | | |||
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Other Comprehensive Income |
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Net income | $ | | $ | | |||
Amortization of interest rate swaps | ( | ( | |||||
Change in fair value and settlement of interest rate swaps |
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Total comprehensive income |
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Less comprehensive income attributable to non-controlling interest |
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Comprehensive Income Attributable to Agree Realty Corporation | $ | | $ | | |||
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Weighted Average Number of Common Shares Outstanding - Basic |
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Weighted Average Number of Common Shares Outstanding - Diluted |
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See accompanying notes to condensed consolidated financial statements.
2
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(In thousands, except share and per-share data)
(Unaudited)
| Accumulated | ||||||||||||||||||||||||
| Dividends in | Other | |||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | excess of net | Comprehensive | Non-Controlling | Total | ||||||||||||||||||
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| Shares |
| Amount |
| Shares |
| Amount |
| Paid-In Capital |
| income |
| Income (Loss) |
| Interest |
| Equity | |||||||
Balance, December 31, 2023 | | $ | | | $ | | $ | | $ | ( | $ | | $ | | $ | | |||||||||
Repurchase of common shares | — | — | ( | — | ( | — | — | — | ( | ||||||||||||||||
Issuance of stock under the 2020 Omnibus Incentive Plan | — | — | | — | — | — | — | — | — | ||||||||||||||||
Forfeiture of restricted stock | — | — | ( | — | — | — | — | — | — | ||||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | — | | ||||||||||||||||
Series A preferred dividends declared for the period | — | ( | — | — | — | — | — | — | ( | ||||||||||||||||
Common stock dividends and distributions declared for the period | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||
Amortization, changes in fair value, and settlement of interest rate swaps | — | — | — | — | — | — | | | | ||||||||||||||||
Net income | — | | — | — | — | | — | | | ||||||||||||||||
Balance, March 31, 2024 | | $ | | | $ | | $ | | $ | ( | $ | | $ | | $ | | |||||||||
Cash dividends declared per depositary share of Series A preferred stock: | |||||||||||||||||||||||||
For the three months ended March 31, 2024 | $ | | |||||||||||||||||||||||
Cash dividends declared per common share: | |||||||||||||||||||||||||
For the three months ended March 31, 2024 | $ | | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(In thousands, except share and per-share data)
(Unaudited)
| Accumulated | ||||||||||||||||||||||||
| Dividends in | Other | |||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | excess of net | Comprehensive | Non-Controlling | Total | ||||||||||||||||||
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| Shares |
| Amount |
| Shares |
| Amount |
| Paid-In Capital |
| income |
| Income (Loss) |
| Interest |
| Equity | |||||||
Balance, December 31, 2022 | | $ | | | $ | | $ | | $ | ( | $ | | $ | | $ | | |||||||||
Issuance of common stock, net of issuance costs | — | — | | — | | — | — | — | | ||||||||||||||||
Repurchase of common shares | — | — | ( | — | ( | — | — | — | ( | ||||||||||||||||
Issuance of restricted stock under the 2020 Omnibus Incentive Plan | — | — | | — | — | — | — | — | — | ||||||||||||||||
Forfeiture of restricted stock | — | — | ( | — | — | — | — | — | — | ||||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | — | | ||||||||||||||||
Series A preferred dividends declared for the period | — | ( | — | — | — | — | — | — | ( | ||||||||||||||||
Dividends and distributions declared for the period | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||
Amortization, changes in fair value, and settlement of interest rate swaps | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||
Net income | — | | — | — | — | | — | | | ||||||||||||||||
Balance, March 31, 2023 | | $ | | | $ | | $ | | $ | ( | $ | | $ | | $ | | |||||||||
Cash dividends declared per depositary share of Series A preferred stock: | |||||||||||||||||||||||||
For the three months ended March 31, 2023 | $ | | |||||||||||||||||||||||
Cash dividends declared per common share: | |||||||||||||||||||||||||
For the three months ended March 31, 2023 | $ | | |||||||||||||||||||||||
See accompanying notes to Condensed consolidated financial statements.
4
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended | ||||||
| March 31, 2024 |
| March 31, 2023 | |||
Cash Flows from Operating Activities |
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Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization from above (below) market lease intangibles, net | | | ||||
Amortization from financing costs, credit facility costs and debt discount |
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Stock-based compensation |
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Straight-line accrued rent | ( | ( | ||||
Provision for impairment | | — | ||||
Gain on sale of assets |
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Increase in accounts receivable |
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Increase in other assets |
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Increase in accounts payable, accrued expenses, and other liabilities | | | ||||
Net Cash Provided by Operating Activities |
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Cash Flows from Investing Activities |
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Acquisition of real estate investments and other assets |
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Development of real estate investments and other assets, net of reimbursements (including capitalized interest of $ |
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Payment of leasing costs |
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Net proceeds from sale of assets |
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Net Cash Used in Investing Activities |
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Cash Flows from Financing Activities |
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Proceeds from common stock offerings, net | | | ||||
Repurchase of common shares |
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Unsecured revolving credit facility borrowings |
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Unsecured revolving credit facility repayments |
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Payments of mortgage notes payable |
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Payment of Series A preferred dividends | ( | ( | ||||
Payment of common stock dividends |
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Distributions to non-controlling interest |
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Payments for financing costs |
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Net Cash Provided by Financing Activities |
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Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow |
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Cash and cash equivalents and cash held in escrow, beginning of period |
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Cash and cash equivalents and cash held in escrow, end of period | $ | | $ | | ||
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Supplemental Disclosure of Cash Flow Information |
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Cash paid for interest (net of amounts capitalized) | $ | | $ | | ||
Cash paid for income tax | $ | | $ | | ||
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Supplemental Disclosure of Non-Cash Investing and Financing Activities |
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Series A preferred dividends declared and unpaid | $ | | $ | | ||
Common stock dividends and limited partners' distributions declared and unpaid | $ | | $ | | ||
Change in accrual of development, construction and other real estate investment costs | $ | | $ | ( | ||
See accompanying notes to condensed consolidated financial statements.
5
AGREE REALTY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2024
(Unaudited)
Note 1 – Organization
Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange in 1994.
The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a
As of March 31, 2024 and December 31, 2023, the non-controlling interest in the Operating Partnership consisted of a
As of March 31, 2024, the Company owned
The terms “Agree Realty,” the “Company,” “Management,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three months ended March 31, 2024 may not be indicative of the results that may be expected for the year ending December 31, 2024.
6
Amounts as of December 31, 2023 included in the condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements, included herein, should be read in conjunction with the audited consolidated financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Form 10-K for the year ended December 31, 2023.
Consolidation
Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. The Company consolidates the Operating Partnership under the guidance set forth in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, and as a result, the unaudited condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. All material intercompany accounts and transactions are eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.
Real Estate Investments
The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed.
Assets Held for Sale
Assets are classified as real estate held for sale based on specific criteria as outlined in FASB ASC Topic 360, Property, Plant & Equipment. Properties classified as real estate held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as real estate held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year.
Acquisitions of Real Estate
The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in-place leases and above- or below-market leases. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.
In allocating the fair value of the identified tangible and intangible assets and liabilities of an acquired property, land is valued based upon comparable market data or independent appraisals. Buildings are valued on an as-if vacant basis based on a cost approach utilizing estimates of cost and the economic age of the building or an income approach utilizing various market data. In-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property. In the case of sale-leaseback transactions, it is typically assumed that the lease is not in-place prior to the close of the transaction.
7
Depreciation and Amortization
Land, buildings and improvements are recorded and stated at cost. The Company’s properties are depreciated using the straight-line method over the estimated remaining useful life of the assets, which are generally
In-place lease intangible assets and the capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease as well as any option periods included in the estimated fair value. In-place lease intangible assets are amortized to amortization expense and above- and below-market lease intangibles are amortized as a net adjustment to rental income. In the event of early lease termination, the remaining net book value of any above- or below-market lease intangible is recognized as an adjustment to rental income.
The following schedule summarizes the Company’s amortization of lease intangibles for the three months ended March 31, 2024 and 2023 (presented in thousands):
Three Months Ended | |||||||
| March 31, 2024 |
| March 31, 2023 |
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Lease intangibles (in-place) | $ | | $ | | |||
Lease intangibles (above-market) |
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Lease intangibles (below-market) |
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Total | $ | | $ | | |||
The following schedule represents estimated future amortization of lease intangibles as of March 31, 2024 (presented in thousands):
2024 | ||||||||||||||||||||||
Year Ending December 31, |
| (remaining) |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| Thereafter |
| Total | ||||||||
Lease intangibles (in-place) | $ | |
| $ | |
| $ | |
| $ | |
| $ | | $ | |
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Lease intangibles (above-market) |
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Lease intangibles (below-market) |
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| ( |
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Total | $ | |
| $ | |
| $ | |
| $ | |
| $ | | $ | |
| $ | | |||
Impairments
The Company reviews real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, the Company’s ability or expectation to re-lease properties that are vacant or become vacant or a change in the anticipated holding period for a property.
Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, to the carrying cost of the individual asset.
Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.
The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.
8
Cash and Cash Equivalents and Cash Held in Escrow
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of deposit, checking, and money market accounts. The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Cash held in escrows primarily relates to proposed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company had $
The following table provides a reconciliation of cash and cash equivalents and cash held in escrow, both as reported within the condensed consolidated balance sheets, to the total of the cash and cash equivalents and cash held in escrow as reported within the condensed consolidated statements of cash flows (presented in thousands):
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| March 31, 2024 |
| December 31, 2023 | ||
Cash and cash equivalents | $ | | $ | | ||
Cash held in escrow |
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Total of cash and cash equivalents and cash held in escrow | $ | | $ | | ||
Revenue Recognition and Accounts Receivable
The Company leases real estate to its tenants under long-term net leases which are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Rental increases based upon changes in the consumer price indexes, or other variable factors, are recognized only after changes in such factors have occurred and are then applied according to the lease agreements. Certain leases also provide for additional rent based on tenants’ sales volumes. These rents are recognized when determinable after the tenant exceeds a sales breakpoint.
Recognizing rent escalations on a straight-line method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the accounts receivable - tenants line item in the condensed consolidated balance sheets. The balance of straight-line rent receivables at March 31, 2024 and December 31, 2023 was $
The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental revenue. The Company’s review of collectability of charges under its operating leases also includes any accrued rental revenue related to the straight-line method of reporting rental revenue.
As of March 31, 2024, the Company had
In addition to the tenant-specific collectability assessment performed, the Company may also recognize a general allowance, as a reduction to rental revenue, for its operating lease receivables which are not expected to be fully collectible based on the potential for settlement of arrears. The Company had
9
The Company’s leases provide for reimbursement from tenants for common area maintenance, insurance, real estate taxes and other operating expenses. A portion of the Company’s operating cost reimbursement revenue is estimated each period and is recognized as rental revenue in the period the recoverable costs are incurred and accrued, and the related revenue is earned. The balance of unbilled operating cost reimbursement receivable at March 31, 2024 and December 31, 2023 was $
The Company has adopted the practical expedient in FASB ASC Topic 842, Leases (“ASC 842”) that allows lessors to combine non-lease components with the lease components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is classified as an operating lease. As a result, all rentals and reimbursements pursuant to tenant leases are reflected as one-line, rental income, in the condensed consolidated statement of operations and comprehensive income.
Earnings per Share
Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common shares (“restricted shares”), which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per share of common stock. In accordance with the two-class method, earnings per share has been computed by dividing net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income less net income attributable to unvested restricted shares by the weighted average shares of common shares and potentially dilutive securities in accordance with the treasury stock method.
The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net earnings per share of common stock for each of the periods presented (presented in thousands, except for share data):
Three Months Ended | ||||||||
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| March 31, 2024 |
| March 31, 2023 | |||
Net income attributable to Agree Realty Corporation | $ | | $ | | ||||
Less: Series A preferred stock dividends | ( | ( | ||||||
Net income attributable to common stockholders | | | ||||||
Less: Income attributable to unvested restricted shares | ( | ( | ||||||
Net income used in basic and diluted earnings per share | $ | | $ | | ||||
Weighted average number of common shares outstanding |
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Less: Unvested restricted shares |
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Weighted average number of common shares outstanding used in basic earnings per share |
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Weighted average number of common shares outstanding used in basic earnings per share |
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Effect of dilutive securities: | ||||||||
Share-based compensation |
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ATM Forward Equity Offerings | — | | ||||||
September 2022 Forward Equity Offering | — | | ||||||
Weighted average number of common shares outstanding used in diluted earnings per share |
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Operating Partnership Units ("OP Units") |
| |
| | ||||
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share |
| |
| | ||||
10
For the three months ended March 31, 2024, there were
For the three months ended March 31, 2023,
Forward Equity Sales
The Company occasionally sells shares of common stock through forward sale agreements to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company.
To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock.
The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from forward sale agreements during the period of time prior to settlement.
Equity Offering Costs
Underwriting commissions and offering costs of equity offerings are reflected as a reduction of additional paid-in-capital in the Company’s condensed consolidated balance sheets.
Income Taxes
The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For the periods covered in the condensed consolidated financial statements, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes related to the Company’s REIT taxable income in the accompanying condensed consolidated financial statements.
The Company has elected taxable REIT subsidiary (“TRS”) status for certain subsidiaries pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entities are subject to federal income taxes. All provisions for federal income taxes in the accompanying condensed consolidated financial statements are attributable to the Company’s TRS.
Notwithstanding its qualification for taxation as a REIT, the Company is subject to certain state and local income and franchise taxes, which are included in income and other tax expense on the condensed consolidated statement of operations and comprehensive income.
The Company is subject to the provisions of FASB ASC Topic 740-10 (“ASC 740-10”) and regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in its financial statements when certain criteria
11
regarding uncertain income tax positions have been met. The Company believes that its income tax positions are documented and supported and would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded pursuant to ASC 740-10 in the condensed consolidated financial statements. The Company has elected to record related interest and penalties, if any, as income and other tax expense on the condensed consolidated statements of operations and comprehensive income. The Company has no material interest or penalties relating to income taxes recognized for the three months ended March 31, 2024 and 2023.
Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.
Management’s Responsibility to Evaluate Its Ability to Continue as a Going Concern
When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its evaluation, the Company considers, among other things, any risks and/or uncertainties to its results of operations, contractual obligations in the form of near-term debt maturities, dividend requirements, or other factors impacting the Company’s liquidity and capital resources. No conditions or events that raised substantial doubt about the ability to continue as a going concern within one year were identified as of the issuance date of the condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q.
Segment Reporting
The Company is primarily in the business of acquiring, developing and managing retail real estate. The Company’s chief operating decision maker, which is its Chief Executive Officer, does not distinguish or group operations on a geographic or other basis when assessing the financial performance of the Company’s portfolio of properties. Accordingly, the Company has a reportable segment for disclosure purposes.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Values of Financial Instruments
The Company’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance, ASC Topic 820 Fair Value Measurement (“ASC 820”). The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 – Valuation is based upon inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
12
Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.
Recent Accounting Pronouncements
In March 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)” (“ASU 2022-03”). ASU 2022-03 clarifies that contractual sale restrictions on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, are not considered in measuring the fair value of equity securities. In addition, the amendment requires the disclosure of: (1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, (2) the nature and remaining duration of the restrictions, and (3) any circumstances that could cause a lapse in the restrictions. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The amendment is applied prospectively. There was no impact upon adoption of the guidance on January 1, 2024 as the Company does not have sale restrictions on equity securities.
In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60) (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 will require that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in ASC 2023-05 are effective prospectively for all joint ventures formed on or after January 1, 2025. Joint ventures formed prior to January 1, 2025 may elect to apply the amendments retrospectively and early adoption is permitted. The Company does not have joint ventures and as such does not anticipate any impact from the amendments.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosure by requiring disclosure of incremental segment information on an annual and interim basis such as, annual and interim disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, interim disclosure of a reportable segment’s profit or loss and assets and require that a public entity that has a single reportable segment provide all the disclosures required by ASU 2023-07 and all existing segment disclosures in Topic 280. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The disclosures are applied retrospectively to all periods presented and early adoption is permitted. The Company has
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires annual disclosure of specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold within the rate reconciliation. In addition, the amendments require annual disclosure of income taxes paid disaggregated by federal, state and foreign jurisdictions as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, however early adoption and retrospective adoption is permitted. The Company continues to evaluate the impact of the guidance and potential additional disclosures required.
In March 2024, the Securities and Exchange Commission (“SEC”) adopted climate-related reporting rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors (the “SEC Climate Reporting Rules”). The SEC Climate Reporting Rules require:
| ● | Climate-related disclosures outside of the financial statements: |
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| o | Description of governance, strategy and risk management related to climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, the Company’s business strategy, results of operations, or financial condition. |
| o | Disclosure of gross scope 1 and scope 2 greenhouse gas (GHG) emissions, if material, as well a description of the methodology, significant inputs and assumptions used to calculate the GHG emissions, organizational and operational boundaries and protocols or standards used. Scope 1 GHG emissions are direct GHG emissions from operations owned or controlled by the entity and scope 2 emissions are indirect GHG emissions from the generation of purchased or acquired electricity, steam, heat or cooling that is consumed by operations owned or controlled by the entity. |
| ● | Financial statement disclosures: |
| o | Expenditures and capitalized costs, excluding recoveries, incurred related to severe weather events and natural events are required, if such expenditures exceed defined disclosure thresholds. In addition, a description of material estimates and assumptions used to produce the financial statement disclosures are required. |
| o | If the use of carbon offsets or renewable energy credits (RECs) are a material component of the registrant’s plans to achieve climate-related targets or goals, disclosure of carbon offsets and RECs beginning and ending balances, amounts expensed, capitalized costs and losses are presented in the financial statements. |
The disclosures will be phased in, with the financial statement disclosures and certain climate risk disclosures required for annual periods beginning in 2025. GHG emissions disclosures and the remaining climate risk disclosures will be required for annual periods beginning in 2026. In the initial year of compliance, GHG emissions disclosures are required for the most recently completed fiscal year, however, if these disclosures were provided in previous SEC filings for the historic years presented, that historical disclosure is also required. The Company continues to evaluate the additional disclosures required.
Note 3 – Leases
Tenant Leases
The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants.
Substantially all of the Company’s tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, the Company’s tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. Certain of the Company’s properties are subject to leases under which it retains responsibility for specific costs and expenses of the property.
The Company’s leases typically provide the tenant with one or more multi-year renewal
The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended. The Company maintains a proactive leasing program that, combined with the quality and locations of its properties, has made its properties attractive to tenants. The Company intends to continue to hold its properties for long-term investment and, accordingly, places a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance.
The Company has elected the
14
The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the three months ended March 31, 2024 and 2023 (presented in thousands):
Three Months Ended | ||||||||
| March 31, 2024 | March 31, 2023 | ||||||
$ | | $ | | |||||
Less: Operating cost reimbursements and percentage rents |
| |
| | ||||
Total non-variable lease payments | $ | | $ | | ||||
At March 31, 2024, future non-variable lease payments to be received from the Company’s operating leases for the remainder of 2024, the following four years, and thereafter are as follows (presented in thousands):
| 2024 | |||||||||||||||||||||
Year Ending December 31, |
| (remaining) |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| Thereafter |
| Total | ||||||||
Future non-variable lease payments | $ | |
| $ | |
| $ | |
| $ | |
| $ | | $ | |
| $ | | |||
Deferred Revenue
As of March 31, 2024 and December 31, 2023, there was $
Land Lease Obligations
The Company is the lessee under land lease agreements for certain of its properties. ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases, whether qualifying as operating or finance. As of March 31, 2024 and December 31, 2023, the Company had $
The Company’s land leases do not include any variable lease payments. These leases typically provide multi-year renewal options to extend their term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. Certain of the Company’s land leases qualify as finance leases as a result of purchase options that are reasonably certain of being exercised or automatic transfer of title to the Company at the end of the lease term.
Amortization of right of use assets for operating land leases is classified as land lease expense and was $
In calculating its lease obligations under ground leases, the Company uses discount rates estimated to be equal to what it would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.
15
The following tables include information on the Company’s land leases for which it is the lessee, for the three months ended March 31, 2024 and 2023. (presented in thousands)
Three Months Ended | ||||||||
| March 31, 2024 |
|
| March 31, 2023 |
| |||
Operating leases: | ||||||||
Operating cash outflows | $ | | $ | | ||||
Weighted-average remaining lease term - operating leases (years) | ||||||||
Finance leases: | ||||||||
Operating cash outflows | $ | | $ | | ||||
Financing cash outflows | $ | | $ | | ||||
Weighted-average remaining lease term - finance leases (years) | ||||||||
The weighted-average discount rate used in computing operating and finance lease obligations approximated
The following is a maturity analysis of lease liabilities for operating land leases as of March 31, 2024 for the remainder of 2024 and the following four years. (presented in thousands)
| 2024 | |||||||||||||||||||||
Year Ending December 31, |
| (remaining) |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| Thereafter |
| Total | ||||||||
Lease payments | $ | |
| $ | |
| $ | |
| $ | |
| $ | | $ | |
| $ | | |||
Imputed interest |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | ||||||||
$ | |
| $ | |
| $ | |
| $ | |
| $ | | $ | |
| $ | | ||||
The following is a maturity analysis of lease liabilities for finance land leases as of March 31, 2024 for the remainder of 2024 and the following four years. (presented in thousands)
2024 | ||||||||||||||||||||||
Year Ending December 31, |
| (remaining) |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| Thereafter |
| Total | ||||||||
Lease payments | $ | |
| $ | |
| $ | |
| $ | | $ | | $ | |
| $ | | ||||
Imputed interest |
| ( |
| |
| |
| | | |
| ( | ||||||||||
$ | |
| $ | |
| $ | |
| $ | |
| $ | | $ | |
| $ | | ||||
Note 4 – Real Estate Investments
Real Estate Portfolio
As of March 31, 2024, the Company owned
Acquisitions
During the three months ended March 31, 2024, the Company purchased
The aggregate acquisitions for the three months ended March 31, 2024 were allocated $
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During the three months ended March 31, 2023, the Company purchased
The 2024 and 2023 acquisitions were funded as cash purchases and there were no material contingent consideration associated with these acquisitions. None of the Company’s acquisitions during 2024 or 2023 caused any new or existing tenants to comprise 10% or more of the Company’s total annualized contractual base rent at March 31, 2024 and 2023.
Developments
During the three months ended March 31, 2024, the Company commenced
During the three months ended March 31, 2023, the Company commenced
Dispositions
During the three months ended March 31, 2024, the Company sold
Assets Held for Sale
The Company classified
|
| March 31, 2024 |
| December 31, 2023 | ||
Land | $ | | $ | | ||
Building |
| |
| | ||
| |
| | |||
Accumulated depreciation and amortization, net |
| ( |
| ( | ||
Total Real Estate Held for Sale, net | $ | | $ | | ||
Provisions for Impairment
As a result of the Company’s review of real estate investments, it recognized $
Note 5 – Debt
As of March 31, 2024, the Company had total gross indebtedness of $
Mortgage Notes Payable
As of March 31, 2024, the Company had total gross mortgage indebtedness of $
17
Mortgage notes payable consisted of the following (presented in thousands):
|
| March 31, 2024 |
| December 31, 2023 | ||
Note payable in monthly installments of $ | | | ||||
Note payable in monthly installments of interest only at |
| |
| | ||
|
|
|
| |||
Total principal |
| |
| | ||
Unamortized debt issuance costs and assumed debt discount, net |
| ( |
| ( | ||
Total | $ | | $ | | ||
The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At March 31, 2024, there were no mortgage loans with partial recourse to the Company.
The Company has entered into mortgage loans that are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
Unsecured Term Loan
The following table presents the unsecured term loan principal balances net of unamortized debt issuance costs as of March 31, 2024 and December 31, 2023 (presented in thousands):
| All-in | |||||||||
Interest Rate (1) | Maturity |
| March 31, 2024 |
| December 31, 2023 | |||||
2029 Unsecured Term Loan | | % | January 2029 | $ | | $ | | |||
Total Principal |
| |
| | ||||||
Unamortized debt issuance costs, net |
| ( |
| ( | ||||||
Total | $ | | $ | | ||||||
(1) Interest rate as of March 31, 2024 reflects the credit spread of
The 2029 Unsecured Term Loan includes an accordion option that allows the Company to request additional lender commitments up to a total of $
18
Senior Unsecured Notes
The following table presents the senior unsecured notes principal balances net of unamortized debt issuance costs and original issue discounts for the Company’s private placement and public offerings as of March 31, 2024 and December 31, 2023 (presented in thousands):
| All-in | Coupon | |||||||||||
Interest Rate (1) | Rate | Maturity | March 31, 2024 |
| December 31, 2023 | ||||||||
2025 Senior Unsecured Notes | | % | | % | May 2025 | $ | | $ | | ||||
2027 Senior Unsecured Notes | | % | | % | May 2027 |
| |
| | ||||
2028 Senior Unsecured Public Notes | | % | | % | June 2028 |
| |
| | ||||
2028 Senior Unsecured Notes | | % | | % | July 2028 | | | ||||||
2029 Senior Unsecured Notes | | % | | % | September 2029 |
| |
| | ||||
2030 Senior Unsecured Notes | | % | | % | September 2030 |
| |
| | ||||
2030 Senior Unsecured Public Notes | | % | | % | October 2030 | | | ||||||
2031 Senior Unsecured Notes | | % | | % | October 2031 | | | ||||||
2032 Senior Unsecured Public Notes | | % | | % | October 2032 | | | ||||||
2033 Senior Unsecured Public Notes | | % | | % | June 2033 |
| | | |||||
Total Principal |
| |
| | |||||||||
Unamortized debt issuance costs and original issue discounts, net |
| ( |
| ( | |||||||||
Total | $ | | $ | | |||||||||
(1) The all-in interest rate reflects the straight-line amortization of the terminated swap agreements, as applicable.
The Company has entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows on forecasted issuances of debt. Refer to Note 8 – Derivative Instruments and Hedging Activity. In connection with pricing certain Senior Unsecured Notes and Senior Unsecured Public Notes, the Company terminated forward-starting interest rate swap agreements to fix the interest rate on all or a portion of the respective notes.
Senior Unsecured Notes – Private Placements
The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
Senior Unsecured Notes – Public Offerings
The Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. These guarantees are senior unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness).
The Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
Senior Unsecured Revolving Credit Facility
In November 2022, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement which converted the interest rate on its existing $
19
The Revolving Credit Facility's interest rate is based on a pricing grid with a range of
The Revolving Credit Facility had a $
The Company and Richard Agree, the Executive Chairman of the Company, were parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree had agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $
Debt Maturities
The following table presents scheduled principal payments related to the Company’s debt as of March 31, 2024 (presented in thousands):
| Scheduled |
| Balloon |
| ||||
| Principal | Payment | Total | |||||
Remainder of 2024 | $ | | $ | | $ | | ||
2025 | | | | |||||
2026 (1) | | | | |||||
2027 |
| |
| |
| | ||
2028 | | | | |||||
Thereafter |
| |
| |
| | ||
Total scheduled principal payments | $ | | $ | | $ | | ||
| (1) | The Revolving Credit Facility matures in January 2026, with options to extend the maturity to January 2027 and had a $ |
Loan Covenants
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage
20
ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of March 31, 2024, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of March 31, 2024.
Note 6 – Common and Preferred Stock
Shelf Registration
On May 5, 2023, the Company filed an automatic shelf registration statement on Form S-3ASR with the SEC registering an unspecified amount of common stock, preferred stock, depositary shares, warrants of the Company and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Common Stock Offerings
In October 2022, the Company completed a follow-on public offering of
Preferred Stock Offering
As of March 31, 2024, the Company had
Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is
The Company may not redeem the Series A Preferred Shares before September 2026, except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $
21
ATM Programs
The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.
Program Size | Net Proceeds | |||||
Program Year | ($ million) | Shares Issued | ($ million) | |||
2020 | * | $ | $ | |||
2021 | * | $ | $ | |||
2022 | * | $ | $ | |||
2024 | $ | - | - |
* ATM Programs have been terminated and no future issuance will occur under them.
2024 ATM Program
In February 2024, the Company entered into a $
The previous $
2022 ATM Program
In September 2022, the Company entered into the 2022 ATM Program.
Since inception of the 2022 ATM Program and through adoption of the 2024 ATM Program on February 16, 2024, the Company entered into forward sale agreements to sell an aggregate of
As of March 31, 2023, under the 2022 ATM Program, the Company had entered into forward sale agreements to sell an aggregate of
Note 7 – Dividends and Distribution Payable
During the three months ended March 31, 2024 and 2023, the Company declared monthly dividends of $
During the three months ended March 31, 2024 and 2023, the Company declared monthly dividends on the Series A Preferred Shares in the amount of $
22
Note 8 – Derivative Instruments and Hedging Activity
Background
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. For additional information regarding the leveling of the Company’s derivatives, refer to Note 9 – Fair Value Measurements.
The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.
2023 Hedge Activity
In June 2023, the Company entered into $
In December 2023, the Company entered into $
Recognition
The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet. The Company recognizes its derivatives within other assets, net and accounts payable, accrued expenses and other liabilities on the condensed consolidated balance sheets.
The Company recognizes all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of other comprehensive income (OCI).
Accumulated OCI relates to (i) the change in fair value of interest rate derivatives and (ii) realized gains or losses on settled derivative instruments. Amounts are reclassified out of accumulated OCI as an adjustment to interest expense for (i) realized gains or losses related to effective interest rate swaps and (ii) realized gains or losses on settled derivative instruments, amortized over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $
23
The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (presented in thousands, except number of instruments):
Number of Instruments 1 | Notional Amount1 | |||||||||
March 31, | December 31, | March 31, | December 31, | |||||||
Interest Rate Derivatives |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||
Interest rate swaps |
| |
| | $ | | $ | | ||
(1) Number of Instruments and total Notional Amount disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date.
The table below presents the estimated fair value of the Company’s derivative financial instruments, as well as their classification in the condensed consolidated balance sheets (presented in thousands).
Asset Derivatives | ||||||
March 31, 2024 | December 31, 2023 | |||||
Derivatives designated as cash flow hedges: |
|
|
|
| ||
Other Assets, net | $ | | $ | | ||
Liability Derivatives | ||||||
March 31, 2024 | December 31, 2023 | |||||
Derivatives designated as cash flow hedges: |
|
|
|
| ||
Accounts Payable, Accrued Expenses, and Other Liabilities | $ | | $ | | ||
The table below presents the effect of the Company’s derivative financial instruments in the condensed consolidated statements of operations and other comprehensive income for the three months ended March 31, 2024 and 2023 (presented in thousands).
Amount of Income/(Loss) | Location of Accumulated OCI | Amount Reclassified from | |||||||||||||
Recognized in | Reclassified from Accumulated | Accumulated OCI as a | |||||||||||||
OCI on Derivative | OCI into Income | (Reduction)/Increase in Interest Expense | |||||||||||||
Three Months Ended March 31, | 2024 |
| 2023 |
|
| 2024 |
| 2023 | |||||||
Interest rate swaps | $ | | $ | — |
| Interest expense | $ | ( | $ | ( | |||||
The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of March 31, 2024.
Credit-Risk-Related Contingent Features
The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.
Although the derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the condensed consolidated balance sheets.
As of March 31, 2024 and December 31, 2023, the fair value of derivatives related to these agreements, which includes interest but excludes any adjustment for nonperformance risk, was a net asset position of $
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Note 9 – Fair Value Measurements
Assets and Liabilities Measured at Fair Value
The Company accounts for fair values in accordance with ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.
ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls, is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Derivative Financial Instruments
The Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.
To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2024 and December 31, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
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The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (presented in thousands):
| Total Fair Value |
| Level 2 | |||
March 31, 2024 | ||||||
Derivative assets - interest rate swaps | $ | | $ | | ||
Derivative liabilities - interest rate swaps | $ | | $ | | ||
December 31, 2023 | ||||||
Derivative assets - interest rate swaps | $ | — | $ | — | ||
Derivative liabilities - interest rate swaps | $ | | $ | | ||
Other Financial Instruments
The carrying values of cash and cash equivalents, cash held in escrow, accounts receivable and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.
The Company estimated the fair value of its debt based on its incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.
The Company determined that the valuation of its Unsecured Term Loan, Senior Unsecured Notes and Revolving Credit Facility are classified as Level 2 of the fair value hierarchy and its fixed rate mortgages are classified as Level 3 of the fair value hierarchy. The Senior Unsecured Notes had carrying values of $
Note 10 – Equity Incentive Plan
In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of
Restricted Stock - Employees
Restricted shares have been granted to certain employees which vest based on continued service to the Company.
The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. Restricted share awards granted prior to 2023 vest over a
The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis over the appropriate vesting period. The Company used
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As of March 31, 2024, there was $
Restricted share activity is summarized as follows:
| Shares |
| Weighted Average | ||
Outstanding | Grant Date | ||||
(in thousands) | Fair Value | ||||
Unvested restricted stock at December 31, 2023 |
| | $ | | |
Restricted stock granted |
| | $ | | |
Restricted stock vested | ( | $ | | ||
Unvested restricted stock at March 31, 2024 |
| | $ | | |
Performance Units
Performance units are subject to a
The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model. For the performance units granted prior to 2023, compensation expense is amortized on an attribution method over a
The Monte Carlo simulation pricing model for issued grants utilizes the following assumptions: (i) expected term (equal to the remaining performance measurement period at the grant date); (ii) volatility (based on historical volatility); and (iii) risk-free rate (interpolated based on 2- and 3-year rates). The Company used
The following assumptions were used when determining the grant date fair value:
2024 | 2023 | 2022 | ||||||||
Expected term (years) | ||||||||||
Volatility | | % | | % | | % | ||||
Risk-free rate | | % | | % | | % | ||||
The Company recognized expense related to performance units for which the
The Company recognized expense related to performance units for which the
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units for which the
Performance units activity is summarized as follows:
| Target Number |
| Weighted Average | ||
of Awards | Grant Date | ||||
(in thousands) | Fair Value | ||||
Performance units at December 31, 2023 - | | $ | | ||
Performance units granted | | $ | | ||
Performance shares - three-year performance period completed | ( | $ | | ||
Performance units at March 31, 2024 - | | $ | | ||
Shares |
| Weighted Average | ||
Outstanding | Grant Date | |||
(in thousands) | Fair Value | |||
Performance units and shares - | | $ | | |
Shares earned at completion of | | $ | | |
Shares vested | ( | $ | | |
Performance units and shares - | | $ | | |
(1)Performance units granted in 2021 for which the
Restricted Stock - Directors
During the three months ended March 31, 2024,
The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares.
The Company estimates the fair value of board members’ restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis over the
As of March 31, 2024, there was $
The Company used
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Note 11 – Commitments and Contingencies
In the ordinary course of business, the Company is party to various legal actions which the Company considers to be routine in nature and incidental to the operation of its business. The Company believes that the outcome of the proceedings will not have a material adverse effect upon the Company’s consolidated financial position or results of operations.
Note 12 – Subsequent Events
In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to March 31, 2024 through the date on which these financial statements were issued to determine whether any of these events required adjustments to or disclosure in the financial statements.
There were no reportable subsequent events or transactions.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with the Interim condensed consolidated financial statements of Agree Realty Corporation (the “Company”), a Maryland corporation, including the respective notes thereto, which are included in this Quarterly Report on Form 10-Q. The terms the “Company,” “Management,” “we,” “our” and “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including Agree Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the adverse effect of macroeconomic conditions, including inflation and the potential impacts of pandemics, epidemics or other public health emergencies or fear of such events on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which macroeconomic trends may impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of macroeconomic conditions. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; global and national economic conditions and changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition; credit market developments that may reduce availability under the Company’s revolving credit facility; an increase in market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to
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make distributions.
Overview
The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which it held a 99.7% common interest as of March 31, 2024. Refer to Note 1- Organization in the Notes to the condensed consolidated financial statements in this Form 10-Q for further information on the ownership structure. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
As of March 31, 2024, the Company’s portfolio consisted of 2,161 properties located in 49 states and totaling approximately 44.9 million square feet of GLA. The portfolio was approximately 99.6% leased and had a weighted average remaining lease term of approximately 8.2 years. A significant majority of the Company’s properties are leased to national tenants and approximately 68.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.
The Company elected to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes and we intend to continue operating in such a manner.
Results of Operations
Overall
The Company’s real estate investment portfolio grew from approximately $6.01 billion in net investment amount representing 1,908 properties with 40.1 million square feet of GLA as of March 31, 2023 to approximately $6.82 billion in net investment amount representing 2,161 properties with 44.9 million square feet of GLA at March 31, 2024. The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2024 on acquisitions that were made during 2023. Similarly, the full rental income impact of acquisitions made during 2024 to-date will not be seen until the remainder of 2024.
Acquisitions
During the three months ended March 31, 2024, the Company acquired 31 retail net lease assets for approximately $128.3 million, which includes acquisition and closing costs. These properties are located in 22 states and are leased to tenants operating in 15 diverse retail sectors for a weighted average lease term of approximately 8.2 years. The underwritten weighted-average capitalization rate on the Company’s acquisitions during the three months ended March 31, 2024 was 7.7%.1
1 When used within this discussion, “weighted-average capitalization rate” for acquisitions and dispositions is defined by the Company as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sales prices for occupied properties.
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Dispositions
During the three months ended March 31, 2024, the Company disposed of six assets for net proceeds of $21.1 million and recognized a net gain of $2.1 million.
Development and Developer Funding Platform
During the three months ended March 31, 2024, the Company commenced four and completed two development or Developer Funding Platform (“DFP”) projects. At March 31, 2024, the Company had 18 development or DFP projects under construction.
Comparison of Three Months Ended March 31, 2024 to Three Months Ended March 31, 2023
Three Months Ended | Variance | |||||||||||
| March 31, 2024 |
| March 31, 2023 |
| (in dollars) |
| (percentage) | |||||
Rental Income | $ | 149,422 | $ | 126,609 | $ | 22,813 | 18 | % | ||||
Real Estate Tax Expense | $ | 10,701 | $ | 9,432 | $ | 1,269 | 13 | % | ||||
Property Operating Expense | $ | 7,373 | $ | 6,782 | $ | 591 | 9 | % | ||||
Depreciation and Amortization Expense | $ | 48,463 | $ | 40,646 | $ | 7,817 | 19 | % | ||||
The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisitions and the ownership of an increased number of properties during the three months ended March 31, 2024 compared to the three months ended March 31, 2023, as further described under Results of Operations - Overall above.
General and administrative expenses increased $0.7 million, or 8%, to $9.5 million for the three months ended March 31, 2024, compared to $8.8 million for the three months ended March 31, 2023. The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense as a result of changing the vesting period for awards granted in 2023 and 2024. General and administrative expenses as a percentage of total revenue decreased to 6.4% in the first quarter of 2024 down from 7.0% in the first quarter of 2023.
Interest expense increased $6.5 million, or 36%, to $24.5 million for the three months ended March 31, 2024, compared to $18.0 million for the three months ended March 31, 2023. The increase in interest expense was primarily a result of higher levels of borrowings in the first quarter of 2024 compared to the first quarter of 2023 in order to finance the acquisition and development of additional properties. Borrowings increased primarily from the $350.0 million 2029 Unsecured Term Loan that closed in July 2023. The Unsecured Term Loan borrowing and related amortization of deferred financing costs resulted in an increase of $4.1 million in interest expense during the three months ended March 31, 2024 as compared to the same period in 2023. In addition, interest rates and the average outstanding balance on the Revolving Credit Facility increased resulting in a $2.0 million increase in interest expense during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. Furthermore, capitalized interest decreased approximately $0.2 million during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 due to the timing of capital spend on development and DFP projects.
The Company recognized a $4.5 million provision for impairment during the three months ended March 31, 2024. No such impairment was recognized during the three months ended March 31, 2023. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
A gain on sale of assets, net of $2.1 million was recognized on the sale of six assets during the three months ended March 31, 2024. No dispositions were completed during the three months ended March 31, 2023, as a result no gain on sale of assets was recognized during the period. Gains and loss on sales of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains and losses on sales are not necessarily comparable period-to-period.
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Net income increased $3.2 million, or 8%, to $45.0 million for the three months ended March 31, 2024, compared to $41.8 million for the three months ended March 31, 2023. The change was the result of the growth in the portfolio offset by the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $3.2 million, or 8%, to $43.0 million for the three months ended March 31, 2024, compared to $39.8 million for the three months ended March 31, 2023.
Liquidity and Capital Resources
The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on its outstanding indebtedness, dividends and distributions to its stockholders and holders of the units of the Operating Partnership (the “Operating Partnership Common Units”), and future property acquisitions and development.
The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of March 31, 2024, cash provided from operations, and borrowings under its revolving credit facility. As of March 31, 2024, available cash and cash equivalents, including cash held in escrow, was $15.4 million.
As of March 31, 2024, the Company had $330.0 million outstanding on its revolving credit facility and $670.0 million available for future borrowings, subject to its compliance with covenants. The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its revolving credit facility, and the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs is uncertain and cannot be predicted and could be affected by various risks and uncertainties, including, but not limited to the risks detailed in Part I, Item 1A titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and in the other reports the Company has filed with the Securities and Exchange Commission (“SEC”).
Capitalization
As of March 31, 2024, the Company’s total enterprise value was approximately $8.46 billion. Total enterprise value consisted of $5.77 billion of common equity (based on the March 31, 2024 closing price of the Company’s common stock on the NYSE of $57.12 per common share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $2.53 billion of total debt principal including (i) $330.0 million of borrowings under its revolving credit facility; (ii) $1.81 billion of senior unsecured notes; (iii) $350.0 million under its unsecured term loan; (iv) $44.6 million of mortgage notes payable; less $15.4 million cash, cash equivalents and cash held in escrow. The Company’s total debt principal to total enterprise value was 30.0% as of March 31, 2024.
At March 31, 2024, the non-controlling interest in the Operating Partnership consisted of a 0.3% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 100,976,594 shares of common stock outstanding as of March 31, 2024.
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Equity
Shelf Registration
The Company has filed with the SEC an automatic shelf registration statement on Form S-3ASR, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants of the Company and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Preferred Stock Offering
As of March 31, 2024, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.
Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Dividends on the Series A Preferred Shares are in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.
The Company may not redeem the Series A Preferred Shares before September 2026 except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends. This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.
ATM Programs
The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.
2024 ATM Program
On February 16, 2024, the Company entered into a $1.00 billion ATM program (the “2024 ATM Program”). As of March 31, 2024, the Company had not entered into any forward sale agreements under the 2024 ATM Program.
The previous $750.0 million ATM program (the “2022 ATM Program”) was terminated simultaneously with the establishment of the 2024 ATM Program. As a result, no future issuances will occur under the 2022 ATM Program.
2022 ATM Program
In September 2022, the Company entered into a $750.0 million ATM program.
Since the inception of the 2022 ATM Program and through the adoption of the 2024 ATM Program on February 16, 2024, the Company entered into forward sale agreements to sell an aggregate of 10,217,973 shares of common stock under the 2022 ATM Program, for anticipated net proceeds of $670.2 million. Through December 31, 2023, the Company settled 6,363,359 shares of these forward sale agreements for net proceeds of approximately $433.4 million, after deducting fees and expenses. During the three months ended March 31, 2024, the Company did not settle any of the remaining outstanding
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shares. The Company is required to settle the remaining outstanding shares of common stock under the 2022 ATM Program by January 2025.
Debt
The below table summarizes the Company’s outstanding debt as of March 31, 2024 and December 31, 2023 (presented in thousands):
All-in | Coupon | Principal Amount Outstanding | ||||||||||||
| Interest Rate |
| Rate | Maturity |
| March 31, 2024 |
| December 31, 2023 | ||||||
Senior Unsecured Revolving Credit Facility | ||||||||||||||
Revolving Credit Facility (1) |
| 6.19 | % | January 2026 | $ | 330,000 | $ | 227,000 | ||||||
Total Credit Facility | $ | 330,000 | $ | 227,000 | ||||||||||
Unsecured Term Loan | ||||||||||||||
2029 Unsecured Term Loan (2) |
| 4.52 | % | January 2029 | $ | 350,000 | $ | 350,000 | ||||||
Total Unsecured Term Loan | $ | 350,000 | $ | 350,000 | ||||||||||
Senior Unsecured Notes (3) | ||||||||||||||
2025 Senior Unsecured Notes |
| 4.16 | % | 4.16 | % | May 2025 | $ | 50,000 | $ | 50,000 | ||||
2027 Senior Unsecured Notes |
| 4.26 | % | 4.26 | % | May 2027 |
| 50,000 |
| 50,000 | ||||
2028 Senior Unsecured Public Notes (4) | 2.11 | % | 2.00 | % | June 2028 | 350,000 | 350,000 | |||||||
2028 Senior Unsecured Notes |
| 4.42 | % | 4.42 | % | July 2028 |
| 60,000 |
| 60,000 | ||||
2029 Senior Unsecured Notes |
| 4.19 | % | 4.19 | % | September 2029 |
| 100,000 |
| 100,000 | ||||
2030 Senior Unsecured Notes |
| 4.32 | % | 4.32 | % | September 2030 |
| 125,000 |
| 125,000 | ||||
2030 Senior Unsecured Public Notes (4) |
| 3.49 | % | 2.90 | % | October 2030 |
| 350,000 |
| 350,000 | ||||
2031 Senior Unsecured Notes |
| 4.42 | % | 4.47 | % | October 2031 | 125,000 | 125,000 | ||||||
2032 Senior Unsecured Public Notes (4) | 3.96 | % | 4.80 | % | October 2032 | 300,000 | 300,000 | |||||||
2033 Senior Unsecured Public Notes (4) | 2.13 | % | 2.60 | % | June 2033 | 300,000 | 300,000 | |||||||
Total Senior Unsecured Notes | $ | 1,810,000 | $ | 1,810,000 | ||||||||||
Mortgage Notes Payable | ||||||||||||||
Portfolio Credit Tenant Lease | 6.27 | % | July 2026 | 2,382 | 2,618 | |||||||||
Four Asset Mortgage Loan |
| 3.63 | % | December 2029 |
| 42,250 |
| 42,250 | ||||||
Total Mortgage Notes Payable | $ | 44,632 | $ | 44,868 | ||||||||||
Total Principal Amount Outstanding | $ | 2,534,632 | $ | 2,431,868 | ||||||||||
(1) The interest rate of the Revolving Credit Facility assumes SOFR as of March 31, 2024 of 5.32%.
(2) The interest rate of the Unsecured Term Loan reflects the credit spread of 85 basis points, plus a 10 basis point SOFR adjustment and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixed weighted average interest rate of 3.57%.
(3) All-in interest rate for Senior Unsecured Notes reflects the straight-line amortization of the terminated swap agreements, as applicable.
(4) The principal amounts outstanding are presented excluding their original issue discounts.
Senior Unsecured Revolving Credit Facility
The Company’s First Amendment to the Third Amended and Restated Revolving Credit Agreement provides for a $1.00 billion Revolving Credit Facility and converted the interest rate on the existing $1.00 billion Revolving Credit Facility from a spread over LIBOR to a spread over SOFR plus a SOFR adjustment of 10 basis points. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.
The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points. The margins
35
for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. In addition, in connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing on the Revolving Credit Facility may be reduced if specific ESG rating improvements are achieved. As of March 31, 2024 the Revolving Credit Facility bore interest of 6.19%, which is comprised of SOFR of 5.32% plus the pricing grid spread of 76.5 basis points and 10 basis point SOFR adjustment.
The Company and Richard Agree, the Executive Chairman of the Company, were parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree had agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million. The parties terminated the Reimbursement Agreement and entered into a new reimbursement agreement dated October 3, 2023 (the “New Reimbursement Agreement”). Pursuant to the New Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility in an amount to be determined by facts and circumstances at the time of loss.
Unsecured Term Loan
The 2029 Unsecured Term Loan includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. The Company used the existing $350.0 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
Senior Unsecured Notes – Private Placement
The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
Senior Unsecured Notes – Public Offerings
The Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. These guarantees are senior unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness).
The Public Notes are governed by an Indenture, dated August 17, 2020, among the Operating Partnership, the Company and respective trustee (as amended and supplemented by an officer’s certificate dated at the issuance of each of the Public Notes, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
Mortgage Notes Payable
As of March 31, 2024, the Company had total gross mortgage indebtedness of $44.6 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $78.5 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.77% as of March 31, 2024.
The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
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Loan Covenants
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of March 31, 2024, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of March 31, 2024.
Cash Flows
Operating - Most of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the three months ended March 31, 2024 increased by $9.0 million over the same period in 2023, primarily due to the increase in the size of the Company’s real estate investment portfolio.
Investing - Net cash used in investing activities was $205.1 million lower during the three months ended March 31, 2024, compared to the same period in 2023 primarily due to:
| ● | Cash used for property acquisitions decreased $175.0 million due to the overall decrease in the level of acquisition activity; |
| ● | Proceeds from asset sales increased by $21.1 million. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold and are not necessarily comparable period-to-period; and |
| ● | A $9.3 million decrease in cash used for development investment due to changes in timing of development spend and number of projects in progress during the period. The number of projects in progress decreased to 18 projects in progress at March 31, 2024 as compared to 26 projects in progress at March 31, 2023. |
Financing - Net cash provided by financing activities decreased by $197.2 million during the three months ended March 31, 2024, compared to the same period in 2023 primarily due to:
| ● | Net proceeds from the issuance of common stock decreased by $195.1 million; |
| ● | Total dividends and distributions paid to its common and preferred stockholders and non-controlling interest increased by $9.5 million due to the increase in the annualized common dividend rate and an increased number of common shares outstanding. The Company’s annualized common stock dividend declared during the first quarter of 2024 of $2.964 per common share, represents a 2.9% increase over the annualized dividend amount of $2.880 per common share declared in the same period in 2023; and |
| ● | Net borrowings on the Revolving Credit Facility increased $7.0 million. Net borrowings on the Revolving Credit Facility were $103.0 million during the three months ended March 31, 2024 while $96.0 million of net borrowings were completed over the same period in 2023. |
Material Cash Requirements
In conducting its business, the Company enters into contractual obligations, including those for debt and operating leases for land.
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Detail on these obligations as of March 31, 2024, including expected settlement periods, is contained below (presented in thousands):
2024 | ||||||||||||||||||||||
| (remaining) |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| Thereafter |
| Total | |||||||||
Mortgage Notes Payable | $ | 727 | $ | 1,026 | $ | 629 | $ | — | $ | — | $ | 42,250 | $ | 44,632 | ||||||||
Revolving Credit Facility (1) |
| — |
| — |
| 330,000 |
| — |
| — |
| — |
| 330,000 | ||||||||
Unsecured Term Loan | — | — | — | — | — | 350,000 | 350,000 | |||||||||||||||
Senior Unsecured Notes |
| — |
| 50,000 |
| — |
| 50,000 |
| 410,000 |
| 1,300,000 |
| 1,810,000 | ||||||||
Land Lease Obligations |
| 7,065 |
| 1,197 |
| 1,195 |
| 1,042 |
| 1,013 |
| 27,796 |
| 39,308 | ||||||||
Estimated Interest Payments on Outstanding Debt (2) |
| 84,180 |
| 104,161 |
| 83,661 |
| 81,567 |
| 75,566 |
| 136,284 |
| 565,419 | ||||||||
Total | $ | 91,972 | $ | 156,384 | $ | 415,485 | $ | 132,609 | $ | 486,579 | $ | 1,856,330 | $ | 3,139,359 | ||||||||
| (1) | The Revolving Credit Facility matures in January 2026, with options to extend the maturity date by six months up to two times, for a maximum maturity of January 2027. |
| (2) | Estimated interest payments calculated for (i) variable rate debt based on the rate in effect at period-end and (ii) fixed rate debt based on the coupon interest rate. |
In addition to items reflected in the table above, the Company has preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.
During the three months ended March 31, 2024 the Company had 20 development or DFP projects completed or under construction, for which 18 remain under construction as of March 31, 2024. Anticipated total costs for the 18 projects are approximately $73.9 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, and/or other sources of funding available to the Company.
The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded through the cash sources available to the Company described earlier.
Dividends
During the quarter ended March 31, 2024, the Company declared monthly dividends of $0.247 per common share for January, February and March 2024. The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for January and February were paid during the three months ended March 31, 2024 and 2023, while March dividends and distributions were recorded as a liability on the condensed consolidated balance sheet at March 31, 2024 and were paid on April 12, 2024.
During the quarter ended March 31, 2024, the Company declared monthly dividends on the Series A Preferred Shares for January, February and March 2024. The dividends payable for January and February were paid during the quarter. The March dividend was recorded as a liability on the condensed consolidated balance sheet at March 31, 2024 and was paid on April 1, 2024.
Recent Accounting Pronouncements
Refer to Note 2 – Summary of Significant Accounting Policies in the condensed consolidated financial statements for a summary and anticipated impact of each applicable accounting pronouncement on the Company’s financial statements.
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Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in a different presentation of the interim condensed consolidated financial statements. From time to time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Company has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.
Non-GAAP Financial Measures
Funds from Operations (“FFO” or “Nareit FFO”)
FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations.
FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.
Core Funds from Operations (“Core FFO”)
The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of acquisition purchase price related to above- and below- market lease intangibles and discount on assumed mortgage debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net-leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties.
Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.
Adjusted Funds from Operations (“AFFO”)
AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance; however,
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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.
Reconciliations
The following table provides a reconciliation of net income to FFO, Core FFO and AFFO for the three months ended March 31, 2024 and 2023 (presented in thousands):
Three Months Ended | ||||||||
| March 31, 2024 |
| March 31, 2023 |
| ||||
Reconciliation from Net Income to Funds from Operations | ||||||||
Net income | $ | 45,014 | $ | 41,774 | ||||
Less Series A preferred stock dividends | 1,859 | 1,859 | ||||||
Net income attributable to Operating Partnership common unitholders | 43,155 | 39,915 | ||||||
Depreciation of rental real estate assets |
| 31,966 |
| 26,584 | ||||
Amortization of lease intangibles - in-place leases and leasing costs |
| 15,996 |
| 13,770 | ||||
Provision for impairment |
| 4,530 |
| — | ||||
Gain on sale or involuntary conversion of assets, net |
| (2,041) |
| — | ||||
Funds from Operations - Operating Partnership common unitholders | $ | 93,606 | $ | 80,269 | ||||
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net | 8,379 | 8,695 | ||||||
Core Funds from Operations - Operating Partnership common unitholders | $ | 101,985 | $ | 88,964 | ||||
Straight-line accrued rent |
| (2,847) |
| (3,039) | ||||
Stock-based compensation expense |
| 2,425 |
| 1,831 | ||||
Amortization of financing costs and original issue discounts |
| 1,186 |
| 1,029 | ||||
Non-real estate depreciation |
| 501 |
| 292 | ||||
Adjusted Funds from Operations - Operating Partnership common unitholders | $ | 103,250 | $ | 89,077 | ||||
Funds from Operations per common share and partnership unit - diluted | $ | 0.93 | $ | 0.88 | ||||
Core Funds from Operations per common share and partnership unit - diluted | $ | 1.01 | $ | 0.98 | ||||
Adjusted Funds from Operations per common share and partnership unit - diluted | $ | 1.03 | $ | 0.98 | ||||
Weighted average shares and Operating Partnership common units outstanding | ||||||||
Basic | 100,632,207 |
| 90,375,874 | |||||
Diluted | 100,684,219 |
| 90,895,791 | |||||
Additional supplemental disclosure | ||||||||
Scheduled principal repayments | $ | 235 | $ | 221 | ||||
Capitalized interest | $ | 304 | $ | 539 | ||||
Capitalized building improvements | $ | 493 | $ | 702 | ||||
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and future financing requirements.
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The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (presented in thousands) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes. Average interest rates shown reflect the impact of the swap agreements employed to fix interest rates.
| 2024 | ||||||||||||||||||||
(remaining) | 2025 |
| 2026 |
| 2027 |
| 2028 |
| Thereafter |
| Total | ||||||||||
Mortgage Notes Payable |
| $ | 727 | $ | 1,026 |
| $ | 629 |
| $ | — |
| $ | — |
| $ | 42,250 | $ | 44,632 | ||
Average Interest Rate |
| 6.27 | % | 6.27 | % | 6.27 | % | 3.63 | % | ||||||||||||
Revolving Credit Facility (1) | $ | — | $ | — | $ | 330,000 |
| $ | — | $ | — | $ | — | $ | 330,000 | ||||||
Average Interest Rate | 6.18 | % | |||||||||||||||||||
Unsecured Term Loan | $ | — | $ | — | $ | — |
| $ | — | $ | — | $ | 350,000 | $ | 350,000 | ||||||
Average Interest Rate (2) | 4.52 | % | |||||||||||||||||||
Senior Unsecured Notes | $ | — | $ | 50,000 | $ | — | $ | 50,000 | $ | 410,000 | $ | 1,300,000 | $ | 1,810,000 | |||||||
Average Interest Rate | 4.16 | % | 4.26 | % | 2.45 | % |
| 3.51 | % | ||||||||||||
| (1) | The Revolving Credit Facility matures in January 2026, with options to extend the maturity date by six months up to two times, for a maximum maturity of January 2027. |
| (2) | The interest rate of the Unsecured Term Loan reflects the credit spread of 85 basis points, plus a 10 basis point SOFR adjustment and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixed interest rate of 3.57%. |
The table above incorporates those exposures that exist as of March 31, 2024; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
The Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring its variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform. The Company could incur significant costs associated with the settlement of the agreements, the agreements may be unenforceable or the underlying transactions fail to qualify as highly effective cash flow hedges under GAAP guidance.
In June 2023, the Company entered into $350.0 million of forward starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps exchange variable SOFR rate interest on $350.0 million of SOFR indexed debt to a weighted average fixed interest rate of 3.57% beginning August 1, 2023 through the maturity date of January 1, 2029. The swaps are designated to hedge the variable rate interest payments of the 2029 Unsecured Term Loan indexed to SOFR. As of March 31, 2024, these interest rate swaps were valued as an asset of approximately $5.7 million.
In December 2023, the Company entered into $150.0 million forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in SOFR. The swaps exchange variable rate SOFR interest on $150.0 million of SOFR indexed debt to a weighted average fixed interest rate of 3.60% beginning December 31, 2024 through the maturity date of December 31, 2034. The swaps are designated to hedge previously unhedged variable rate interest payments indexed to SOFR. As of March 31, 2024, these interest rate swaps were valued as an asset of approximately $1.4 million.
The Company does not use derivative instruments for trading or other speculative purposes and the Company did not have any other derivative instruments or hedging activities as of March 31, 2024.
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The fair value of the mortgage notes payable and senior unsecured notes is estimated to be $40.9 million and $1.60 billion, respectively, as of March 31, 2024. The fair value of the Revolving Credit Facility and Unsecured Term Loan approximate their carrying values as they are variable rate debt.
ITEM 4. Controls and Procedures
Disclosure Controls and Procedures
At the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that the Company files or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during its most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not presently involved in any material litigation nor, to its knowledge, is any other material litigation threatened against us, except for routine litigation arising in the ordinary course of business which is expected to be covered by its liability insurance.
ITEM 1A. Risk Factors
For a discussion of the Company’s potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2024 the Company withheld shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date.
Common stock repurchases during the three months ended March 31, 2024 were:
|
|
| Total Number of | Maximum Number | |||||
|
|
| Shares Purchased |
| of Shares that May | ||||
as Part of Publicly | Yet Be Purchased | ||||||||
Total Number of | Average Price Paid | Announced Plans | Under the Plans | ||||||
Period | Shares Purchased | Per Share | or Programs | or Programs | |||||
January 1, 2024 - January 31, 2024 | — | $ | - | — | — | ||||
February 1, 2024 - February 29, 2024 | 37,828 | 57.51 | — | — | |||||
March 1, 2024 - March 31, 2024 | 129 | 57.33 | — | — | |||||
Total | 37,957 | $ | 57.51 | — | — |
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ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
During the quarter ended March 31, 2024,
43
ITEM 6. Exhibits
3.1.1 | |
3.1.2 | |
3.1.3 | |
3.1.4 | |
3.1.5 | |
3.1.6 | |
3.1.7 | |
3.2.1 | |
3.2.2 | |
10.1*+ | |
22 | |
31.1* | |
31.2* | |
32.1*† | |
32.2*† | |
101* | The following materials from Agree Realty Corporation’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 formatted in Inline iXBRL (eXtensible Business Reporting Language): (i) the condensed consolidated balance sheets, (ii) the condensed consolidated statements of income and comprehensive income, (iii) the condensed consolidated statement of stockholders’ equity, (iv) the condensed consolidated statements of cash flows, and (v) related notes to these condensed consolidated financial statements. |
44
104* | Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Agree Realty Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Agree Realty Corporation | |
/s/ Joel N. Agree |
|
Joel N. Agree | |
President and Chief Executive Officer | |
/s/ Peter Coughenour |
|
Peter Coughenour | |
Chief Financial Officer and Secretary | |
(Principal Financial Officer) | |
Date: April 23, 2024 |
|
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