UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
Mark One
| x | Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September
30, 2015, or
| ¨ | Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 1-12928
AGREE REALTY CORPORATION
(Exact name of registrant as specified
in its charter)
Maryland |
|
38-3148187 |
State or Other
Jurisdiction of Incorporation or |
|
(I.R.S. Employer
Identification No.) |
Organization |
|
|
70 E. Long Lake Road, Bloomfield Hills,
Michigan 48304
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (248) 737-4190
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.
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
Large Accelerated Filer ¨ |
Accelerated Filer x |
Non-accelerated Filer ¨ |
Smaller reporting company ¨ |
|
|
(Do not check if a smaller
reporting company) |
|
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of October 28, 2015, the Registrant
had 18,888,412 shares of common stock, $0.0001 par value, outstanding.
AGREE REALTY CORPORATION
Index to Form 10-Q
AGREE REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
| PART I. | FINANCIAL INFORMATION |
| Item 1. | Financial Statements |
| |
(Unaudited) September 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
Real Estate Investments | |
| | | |
| | |
Land | |
$ | 209,688,872 | | |
$ | 195,091,303 | |
Buildings | |
| 489,571,159 | | |
| 393,826,467 | |
Less accumulated depreciation | |
| (53,873,530 | ) | |
| (59,089,851 | ) |
| |
| 645,386,501 | | |
| 529,827,919 | |
Property under development | |
| 4,921,625 | | |
| 229,242 | |
Net Real Estate Investments | |
| 650,308,126 | | |
| 530,057,161 | |
| |
| | | |
| | |
Cash and Cash Equivalents | |
| 21,379,827 | | |
| 5,399,458 | |
| |
| | | |
| | |
Accounts Receivable - Tenants, net of allowance of $35,000 for possible losses at September
30, 2015 and December 31, 2014 | |
| 6,138,906 | | |
| 4,507,735 | |
| |
| | | |
| | |
Unamortized Deferred Expenses | |
| | | |
| | |
Financing costs, net of accumulated amortization of $3,251,313 and $2,690,005 at September 30, 2015 and December 31, 2014, respectively | |
| 3,333,365 | | |
| 3,008,280 | |
| |
| | | |
| | |
Leasing costs, net of accumulated amortization of $529,866 and $543,957 at September 30, 2015 and December 31, 2014, respectively | |
| 688,200 | | |
| 783,335 | |
| |
| | | |
| | |
Lease intangibles, net of accumulated amortization of $9,531,410 and $5,719,085 at September 30, 2015 and December 31, 2014, respectively | |
| 65,571,624 | | |
| 47,479,602 | |
| |
| | | |
| | |
Other Assets | |
| 1,816,501 | | |
| 2,345,290 | |
| |
| | | |
| | |
Total Assets | |
$ | 749,236,549 | | |
$ | 593,580,861 | |
See accompanying notes to consolidated
financial statements.
AGREE REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
| |
(Unaudited) | | |
| |
| |
September 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
LIABILITIES | |
| | | |
| | |
Mortgage Notes Payable | |
$ | 102,295,587 | | |
$ | 106,762,238 | |
| |
| | | |
| | |
Unsecured Term Loans | |
| 100,000,000 | | |
| 100,000,000 | |
| |
| | | |
| | |
Senior Unsecured Notes | |
| 100,000,000 | | |
| - | |
| |
| | | |
| | |
Unsecured Revolving Credit Facility | |
| 27,000,000 | | |
| 15,000,000 | |
| |
| | | |
| | |
Dividends and Distributions Payable | |
| 8,942,873 | | |
| 8,048,404 | |
| |
| | | |
| | |
Deferred Revenue | |
| 656,488 | | |
| 1,004,023 | |
| |
| | | |
| | |
Accrued Interest Payable | |
| 1,968,820 | | |
| 721,459 | |
| |
| | | |
| | |
Accounts Payable and Accrued Expense | |
| | | |
| | |
Capital expenditures | |
| 2,200 | | |
| 200,300 | |
Operating | |
| 2,914,549 | | |
| 2,684,599 | |
| |
| | | |
| | |
Interest Rate Swaps | |
| 5,038,132 | | |
| 2,383,308 | |
| |
| | | |
| | |
Deferred Income Taxes | |
| 705,000 | | |
| 705,000 | |
| |
| | | |
| | |
Tenant Deposits | |
| 28,608 | | |
| 36,156 | |
| |
| | | |
| | |
Total Liabilities | |
| 349,552,257 | | |
| 237,545,487 | |
| |
| | | |
| | |
STOCKHOLDERS' EQUITY | |
| | | |
| | |
Common stock, $.0001 par value, 28,000,000 shares authorized, 18,888,412 and 17,539,946 shares issued and outstanding, respectively | |
| 1,889 | | |
| 1,754 | |
Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized | |
| | | |
| | |
Series A junior participating preferred stock, $.0001 par value, 200,000 authorized, no shares issued and outstanding | |
| - | | |
| - | |
Additional paid-in-capital | |
| 428,579,718 | | |
| 388,262,847 | |
Deficit | |
| (26,452,162 | ) | |
| (32,584,612 | ) |
Accumulated other comprehensive loss | |
| (4,933,446 | ) | |
| (2,059,998 | ) |
| |
| | | |
| | |
Total Stockholders' Equity - Agree Realty Corporation | |
| 397,195,999 | | |
| 353,619,991 | |
Non-controlling interest | |
| 2,488,293 | | |
| 2,415,383 | |
Total Stockholders' Equity | |
| 399,684,292 | | |
| 356,035,374 | |
| |
| | | |
| | |
Total Liabilities and Stockholders' Equity | |
$ | 749,236,549 | | |
$ | 593,580,861 | |
See accompanying notes to consolidated
financial statements.
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
(Unaudited)
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, 2015 | | |
September 30, 2014 | | |
September 30, 2015 | | |
September 30, 2014 | |
Revenues | |
| | | |
| | | |
| | | |
| | |
Minimum rents | |
$ | 16,735,634 | | |
$ | 12,628,111 | | |
$ | 47,261,815 | | |
$ | 35,941,801 | |
Percentage rents | |
| 37,920 | | |
| 4,695 | | |
| 188,748 | | |
| 146,876 | |
Operating cost reimbursement | |
| 970,555 | | |
| 1,010,157 | | |
| 3,246,518 | | |
| 2,979,738 | |
Other income | |
| 105,703 | | |
| 114,462 | | |
| 115,238 | | |
| 167,838 | |
Total Revenues | |
| 17,849,812 | | |
| 13,757,425 | | |
| 50,812,319 | | |
| 39,236,253 | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses | |
| | | |
| | | |
| | | |
| | |
Real estate taxes | |
| 715,685 | | |
| 773,647 | | |
| 2,341,965 | | |
| 2,210,622 | |
Property operating expenses | |
| 424,296 | | |
| 337,811 | | |
| 1,411,393 | | |
| 1,294,631 | |
Land lease payments | |
| 173,713 | | |
| 125,327 | | |
| 442,858 | | |
| 339,877 | |
General and administrative | |
| 1,768,895 | | |
| 1,748,209 | | |
| 5,180,527 | | |
| 4,956,897 | |
Depreciation and amortization | |
| 5,525,901 | | |
| 2,855,066 | | |
| 13,196,664 | | |
| 7,959,812 | |
Impairment charge | |
| - | | |
| 220,000 | | |
| - | | |
| 3,020,000 | |
Total Operating Expenses | |
| 8,608,490 | | |
| 6,060,060 | | |
| 22,573,407 | | |
| 19,781,839 | |
| |
| | | |
| | | |
| | | |
| 12.6 | % |
Income from Operations | |
| 9,241,322 | | |
| 7,697,365 | | |
| 28,238,912 | | |
| 19,454,414 | |
| |
| | | |
| | | |
| | | |
| | |
Other (Expense) Income | |
| | | |
| | | |
| | | |
| | |
Interest expense, net | |
| (2,964,319 | ) | |
| (2,439,105 | ) | |
| (8,358,343 | ) | |
| (6,108,076 | ) |
Gain (Loss) on sale of assets | |
| 8,599,261 | | |
| (292,652 | ) | |
| 12,134,571 | | |
| (292,652 | ) |
Loss on debt extinguishment | |
| - | | |
| - | | |
| (179,867 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Income From Continuing Operations | |
| 14,876,264 | | |
| 4,965,608 | | |
| 31,835,273 | | |
| 13,053,686 | |
| |
| | | |
| | | |
| | | |
| | |
Discontinued Operations | |
| | | |
| | | |
| | | |
| | |
Gain on sale of assets from discontinued operations | |
| - | | |
| - | | |
| - | | |
| 122,747 | |
Income from discontinued operations | |
| - | | |
| - | | |
| - | | |
| 14,573 | |
| |
| | | |
| | | |
| | | |
| | |
Net Income | |
| 14,876,264 | | |
| 4,965,608 | | |
| 31,835,273 | | |
| 13,191,006 | |
| |
| | | |
| | | |
| | | |
| | |
Less Net Income Attributable to Non-Controlling Interest | |
| 280,801 | | |
| 112,763 | | |
| 607,854 | | |
| 299,576 | |
| |
| | | |
| | | |
| | | |
| | |
Net Income Attributable to Agree Realty Corporation | |
$ | 14,595,463 | | |
$ | 4,852,845 | | |
$ | 31,227,419 | | |
$ | 12,891,430 | |
| |
| | | |
| | | |
| | | |
| | |
Basic Earnings Per Share | |
| | | |
| | | |
| | | |
| | |
Continuing operations | |
$ | 0.81 | | |
$ | 0.33 | | |
$ | 1.77 | | |
$ | 0.87 | |
Discontinued operations | |
| - | | |
| - | | |
| - | | |
| 0.01 | |
| |
$ | 0.81 | | |
$ | 0.33 | | |
$ | 1.77 | | |
$ | 0.88 | |
Diluted Earnings Per Share | |
| | | |
| | | |
| | | |
| | |
Continuing operations | |
$ | 0.81 | | |
$ | 0.33 | | |
$ | 1.76 | | |
$ | 0.86 | |
Discontinued operations | |
| - | | |
| - | | |
| - | | |
| 0.01 | |
| |
$ | 0.81 | | |
$ | 0.33 | | |
$ | 1.76 | | |
$ | 0.87 | |
| |
| | | |
| | | |
| | | |
| | |
Other Comprehensive Income | |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 14,876,264 | | |
$ | 4,965,608 | | |
$ | 31,835,273 | | |
$ | 13,191,006 | |
Other Comprehensive Income (Loss) | |
| (2,538,187 | ) | |
| 727,135 | | |
| (2,928,837 | ) | |
| (583,107 | ) |
Total Comprehensive Income | |
| 12,338,077 | | |
| 5,692,743 | | |
| 28,906,436 | | |
| 12,607,899 | |
Comprehensive Income Attributable to Non-Controlling Interest | |
| (231,073 | ) | |
| (129,269 | ) | |
| (552,114 | ) | |
| (286,339 | ) |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive Income Attributable to Agree Realty Corporation | |
$ | 12,107,004 | | |
$ | 5,563,474 | | |
$ | 28,354,322 | | |
$ | 12,321,560 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted Average Number of Common Shares Outstanding - Basic | |
| 18,008,592 | | |
| 14,713,740 | | |
| 17,653,482 | | |
| 14,712,352 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted Average Number of Common Shares Outstanding - Diluted: | |
| 18,064,318 | | |
| 14,782,051 | | |
| 17,716,362 | | |
| 14,782,484 | |
See accompanying notes to consolidated
financial statements.
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS’
EQUITY
(Unaudited)
| |
| | |
| | |
| | |
| | |
Accumulated | | |
| | |
| |
| |
| | |
| | |
| | |
| | |
Other | | |
| | |
| |
| |
Common
Stock | | |
Additional | | |
| | |
Comprehensive | | |
Non-Controlling | | |
Total | |
| |
Shares | | |
Amount | | |
Paid-In
Capital | | |
Deficit | | |
Income
(Loss) | | |
Interest | | |
Equity | |
Balance, December 31, 2014 | |
| 17,539,946 | | |
$ | 1,754 | | |
$ | 388,262,847 | | |
$ | (32,584,612 | ) | |
$ | (2,059,998 | ) | |
$ | 2,415,383 | | |
$ | 356,035,374 | |
Issuance of common stock,
net of issuance costs | |
| 1,303,011 | | |
| 130 | | |
| 38,794,943 | | |
| - | | |
| - | | |
| - | | |
| 38,795,073 | |
Issuance of restricted
stock under the Omnibus Incentive Plan | |
| 73,479 | | |
| 7 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7 | |
Forfeiture of restricted
stock | |
| (28,024 | ) | |
| (2 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2 | ) |
Vesting of restricted
stock | |
| - | | |
| - | | |
| 1,521,928 | | |
| - | | |
| - | | |
| - | | |
| 1,521,928 | |
Dividends and distributions
declared for the period | |
| - | | |
| - | | |
| - | | |
| (25,094,969 | ) | |
| - | | |
| (479,555 | ) | |
| (25,574,524 | ) |
Other comprehensive income
(loss) - change in fair value of interest rate swaps | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,873,448 | ) | |
| (55,389 | ) | |
| (2,928,837 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 31,227,419 | | |
| - | | |
| 607,854 | | |
| 31,835,273 | |
Balance, September 30,
2015 | |
| 18,888,412 | | |
$ | 1,889 | | |
$ | 428,579,718 | | |
$ | (26,452,162 | ) | |
$ | (4,933,446 | ) | |
$ | 2,488,293 | | |
$ | 399,684,292 | |
See accompanying notes to consolidated
financial statements.
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Nine Months Ended | |
| |
September 30, 2015 | | |
September 30, 2014 | |
Cash Flows from Operating Activities | |
| | | |
| | |
Net income | |
$ | 31,835,273 | | |
$ | 13,191,006 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation | |
| 8,760,094 | | |
| 6,147,445 | |
Amortization | |
| 4,417,752 | | |
| 2,592,226 | |
Stock-based compensation | |
| 1,521,928 | | |
| 1,555,712 | |
Impairment charge | |
| - | | |
| 3,020,000 | |
Loss on extinguishment of debt | |
| 179,867 | | |
| - | |
Debt extinguishment costs | |
| (150,084 | ) | |
| - | |
Gain (loss) on sale of assets | |
| (12,115,668 | ) | |
| 169,905 | |
Increase in accounts receivable | |
| (1,631,171 | ) | |
| (755,779 | ) |
Decrease in other assets | |
| 471,342 | | |
| 170,062 | |
Increase (decrease) in accounts payable | |
| 229,068 | | |
| (533,631 | ) |
Decrease in deferred revenue | |
| (347,535 | ) | |
| (347,535 | ) |
Increase in accrued interest | |
| 1,247,361 | | |
| 91,907 | |
Increase (decrease) in tenant deposits | |
| (7,546 | ) | |
| 3,801 | |
Net Cash Provided by Operating Activities | |
| 34,410,681 | | |
| 25,305,119 | |
| |
| | | |
| | |
Cash Flows from Investing Activities | |
| | | |
| | |
Acquisition of real estate investments | |
| (161,693,175 | ) | |
| (70,946,751 | ) |
Development of real estate investments and other (including capitalized interest of $16,694 in 2015 and $221,410 in 2014) | |
| (5,346,154 | ) | |
| (13,096,829 | ) |
Payment of leasing costs | |
| (66,410 | ) | |
| (302,468 | ) |
Net proceeds from sale of assets | |
| 28,117,241 | | |
| 6,740,694 | |
Net Cash Used In Investing Activities | |
| (138,988,498 | ) | |
| (77,605,354 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from common stock offerings, net | |
| 38,795,078 | | |
| (14,529 | ) |
Unsecured revolving credit facility borrowings | |
| 128,000,000 | | |
| 95,622,975 | |
Unsecured revolving credit facility repayments | |
| (116,000,000 | ) | |
| (88,622,975 | ) |
Payments of mortgage notes payable | |
| (4,466,651 | ) | |
| (11,843,509 | ) |
Term loan payable proceeds | |
| - | | |
| 65,000,000 | |
Senior unsecured notes proceeds | |
| 100,000,000 | | |
| - | |
Dividends paid | |
| (24,209,043 | ) | |
| (18,969,743 | ) |
Limited partners' distributions paid | |
| (474,500 | ) | |
| (441,475 | ) |
Repayments of payables for capital expenditures | |
| (200,302 | ) | |
| (144,074 | ) |
Payments for financing costs | |
| (886,396 | ) | |
| (1,420,064 | ) |
Net Cash Provided by Financing Activities | |
| 120,558,186 | | |
| 39,166,606 | |
| |
| | | |
| | |
Net Increase (Decrease) in Cash and Cash Equivalents | |
| 15,980,369 | | |
| (13,133,629 | ) |
Cash and Cash Equivalents, beginning of period | |
| 5,399,458 | | |
| 14,536,881 | |
Cash and Cash Equivalents, end of period | |
$ | 21,379,827 | | |
$ | 1,403,252 | |
| |
| | | |
| | |
Supplemental Disclosure of Cash Flow Information | |
| | | |
| | |
Cash paid for interest (net of amounts capitalized) | |
$ | 9,142,568 | | |
$ | 5,383,679 | |
| |
| | | |
| | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |
| | | |
| | |
Shares issued under equity incentive plans | |
$ | 2,463,751 | | |
$ | 2,325,235 | |
Dividends and limited partners' distributions declared and unpaid | |
$ | 8,944,754 | | |
$ | 6,582,370 | |
Real estate acquisitions financed with debt assumption | |
$ | - | | |
$ | 5,631,183 | |
Real estate investment financed with accounts payable | |
$ | 2,200 | | |
$ | - | |
See accompanying notes to consolidated
financial statements.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
Note 1 – Organization
Agree
Realty Corporation (the ”Company”) is a Maryland corporation and 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 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, Agree Limited Partnership
(the “Operating Partnership”), of which the Company is the sole general partner and in which the Company held a 98.19%
interest as of September 30, 2015. Under the partnership agreement 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
Note 2 – Summary
of Significant Accounting Policies
Basis
of Accounting and Principles of Consolidation
The
accompanying unaudited consolidated financial statements for the nine months ended September 30, 2015 have been prepared in accordance
with U.S. generally accepted accounting principles (“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 consolidated financial statements reflect all 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 nine months ended September 30, 2015 may not be indicative of the results that may be expected for the year ending December
31, 2015. Amounts as of December 31, 2014 included in the consolidated financial statements have been derived from the audited
consolidated financial statements as of that date. The unaudited consolidated financial statements, included herein, should be
read in conjunction with the 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, 2014.
The
unaudited consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned
subsidiaries. All material intercompany accounts and transactions have been eliminated.
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 assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from
those estimates.
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. Properties classified as “held for sale” are recorded at the lower of their carrying
value or their fair value less anticipated selling costs.
Accounting for 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 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 a number of 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.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
In allocating
the fair value of the identified intangible assets and liabilities of an acquired property, in-place lease intangibles are valued
based on the Company’s estimate 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 of the real estate and management’s estimate of current market lease rates for the property, measured
over a period equal to the remaining non-cancelable term of the lease.
The fair value of identified intangible
assets and liabilities acquired is amortized to depreciation and amortization over the remaining term of the related leases.
Cash and Cash Equivalents
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
cash 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.
Accounts Receivable – Tenants
The Company reviews its rent receivables
for collectability 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 the collectability of a receivable with respect to any tenant is
in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific rent receivable will
be made. For accrued rental revenues related to the straight-line method of reporting rental revenue, the Company performs a periodic
review of receivable balances to assess the risk of uncollectible amounts and establish appropriate provisions.
Earnings per Share
Earnings
per share have been computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings
per share is computed by dividing net income by the weighted average common and potential dilutive common shares outstanding in
accordance with the treasury stock method.
The
following is a reconciliation of the denominator of the basic net earnings per common share computation to the denominator of
the diluted net earnings per common share computation for each of the periods presented:
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, 2015 | | |
September 30, 2014 | | |
September 30,2015 | | |
September 30,2014 | |
Weighted average number of common shares outstanding | |
| 18,213,436 | | |
| 14,960,218 | | |
| 17,858,326 | | |
| 14,958,830 | |
Less: Unvested restricted stock | |
| (204,844 | ) | |
| (246,478 | ) | |
| (204,844 | ) | |
| (246,478 | ) |
Weighted average number of common shares outstanding used in basic earnings per share | |
| 18,008,592 | | |
| 14,713,740 | | |
| 17,653,482 | | |
| 14,712,352 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding used in basic earnings per share | |
| 18,008,592 | | |
| 14,713,740 | | |
| 17,653,482 | | |
| 14,712,352 | |
Effect of dilutive securities: restricted stock | |
| 55,726 | | |
| 68,311 | | |
| 62,880 | | |
| 70,132 | |
Weighted average number of common shares outstanding used in diluted earnings per share | |
| 18,064,318 | | |
| 14,782,051 | | |
| 17,716,362 | | |
| 14,782,484 | |
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
Income Taxes
The Company has elected to be taxed as
a REIT under the Internal Revenue Code of 1986, as amended. As a REIT, the Company generally will not be subject to federal income
tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets,
the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified
and will continue to qualify as a REIT. Notwithstanding the Company’s qualification for taxation as a REIT, the Company
is subject to certain state and local taxes on its income and real estate.
The Company has established taxable REIT
subsidiaries (“TRS”) pursuant to the provisions of the Internal Revenue Code. The Company’s TRS entities are
able to engage in activities resulting in income that would be non-qualifying income for a REIT. As a result, certain activities
of the Company which occur within its TRS entities are subject to federal and state income taxes. As of September 30, 2015 and
December 31, 2014, the Company had accrued a deferred income tax amount of $705,000. In addition, the Company recognized income
tax expense of $0 and $(355) for the three months ended September 30, 2015 and 2014, respectively, and $25,100 and $4,775 for
the nine months ended September 30, 2015 and 2014, respectively.
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. 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 upon 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 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. |
| 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 May 2014, the Financial Accounting
Standards Board issued ASU No. 2014-09 “Revenue from Contracts with Customers”. ASU No. 2014-09 was developed to enable
financial statement users to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from
contracts with customers. The update’s core principal is that an entity should recognize revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled
in exchange for those goods or services. Companies are to use a five-step contract review model to ensure revenue gets recognized,
measured and disclosed in accordance with this principle. ASU 2014-09 was to be effective for fiscal years and interim periods
beginning after December 15, 2016. In August 2015, the Financial Accounting Standards Board issued ASU No. 2015-14 to defer the
effective date of ASU No. 2014-09 for one year. As a result, ASU No. 2014-09 is now effective for fiscal years and interim periods
beginning after December 15, 2017. The amendments in this update will be applied retrospectively either to each prior reporting
period presented or to disclose the cumulative effect recognized at the date of initial application. We are still in the process
of determining the impact that the implementation of ASU 2014-09 will have on the Company’s financial statements.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
In April 2015, the Financial Accounting
Standards Board issued ASU No. 2015-03 “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation
of Debt Issuance Costs”. The objective of ASU 2015-03 is to identify, evaluate, and improve areas of generally accepted
accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the
information provided to users of financial statements. To simplify presentation of debt issuance costs, the amendments in this
Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction
from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for
debt issuance costs are not affected by the amendments in this Update. This ASU is effective for annual reporting periods (including
interim periods within those periods) beginning after December 15, 2015. Early adoption is permitted. The Company is currently
evaluating the new guidance and has not determined the impact, if any, this standard may have on the consolidated financial statements.
Note 3 – Real
Estate Investments
Real Estate
Portfolio
At September
30, 2015 and December 31, 2014, the Company’s gross investment in real estate assets, including properties under development,
totaled $704,182,000 and $589,147,000, respectively. Real estate investments consisted of the following as of September 30, 2015
and December 31, 2014:
| |
September 30, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
Number of Properties | |
| 263 | | |
| 209 | |
Gross Leasable Area | |
| 4,823,000 | | |
| 4,315,000 | |
| |
| | | |
| | |
Land | |
$ | 209,688,872 | | |
$ | 195,091,303 | |
Buildings | |
| 489,571,159 | | |
| 393,826,467 | |
Property under Development | |
| 4,921,625 | | |
| 229,242 | |
Gross Real Estate Investments | |
$ | 704,181,656 | | |
$ | 589,147,012 | |
| |
| | | |
| | |
Less Accumulated Depreciation | |
$ | (53,873,530 | ) | |
$ | (59,089,851 | ) |
Net Real Estate Investments | |
$ | 650,308,126 | | |
$ | 530,057,161 | |
Lease Intangibles
The following
table details lease intangibles, net of accumulated amortization, as of September 30, 2015 and December 31, 2014:
| |
September 30, 2015 | | |
December 31, 2014 | |
Intangible Lease Asset - In-Place Leases | |
$ | 44,627,351 | | |
$ | 36,680,630 | |
Less: Accumulated Amortization | |
| (6,490,103 | ) | |
| (3,897,008 | ) |
Intangible Lease Asset - Above-Market Leases | |
| 51,574,206 | | |
| 31,642,267 | |
Less: Accumulated Amortization | |
| (6,662,862 | ) | |
| (4,111,435 | ) |
Intangible Lease Liability - Below-Market Leases | |
| (21,098,523 | ) | |
| (15,124,210 | ) |
Less: Accumulated Amortization | |
| 3,621,555 | | |
| 2,289,358 | |
Lease Intangible Asset, net | |
$ | 65,571,624 | | |
$ | 47,479,602 | |
Investments
During the three
months ended September 30, 2015, the Company purchased 15 retail net lease assets for approximately $36,937,000, including acquisition
and closing costs. These properties are located in nine states and are leased to nine different tenants operating in six diverse
retail sectors for a weighted average lease term of approximately 12.4 years. The underwritten weighted average capitalization
rate on the Company’s third quarter 2015 acquisitions was approximately 8.1%.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
During the nine
months ended September 30, 2015, the Company purchased 59 retail net lease assets for approximately $160,587,000, including acquisition
and closing costs. These properties are located in 21 states and are leased to 35 different tenants operating in 19 diverse retail
sectors for a weighted average lease term of approximately 12.6 years. The underwritten weighted average capitalization rate on
the Company’s acquisitions was approximately 8.0%.
The aggregate 2015 acquisitions for the
nine months ended September 30, 2015 were allocated $19,667,000 to land, $118,933,000 to buildings and improvements, and $21,987,000
to lease intangibles. The acquisitions were all cash purchases and there was no contingent consideration associated with these
acquisitions.
None of the Company’s acquisitions
during the first nine months of 2015 caused any new or existing tenant to comprise 10% or more of its total assets or generate
10% or more of its total annualized base rent at September 30, 2015.
The Company calculates the underwritten
weighted average capitalization rate on its acquisitions by dividing annual expected net operating income derived from the properties
by the total investment in the properties. Annual expected net operating income is defined as the straight-line rent for the base
term of the lease less property level expenses (if any) that are not recoverable from the tenant.
Dispositions
During the three
months ended September 30, 2015, the Company sold four assets for gross proceeds of $19,805,000 including (i) Ferris Commons,
a shopping center in Big Rapids, Michigan; (ii) Lakeland Plaza, a shopping center in Lakeland, Florida; (iii) a vacant land parcel
in Sun Valley, Nevada; and (iv) a second outlot to the Company’s Meijer store in Plainfield, Indiana. The Company recorded
a net gain of approximately $8,599,000 on the sales.
During the nine
months ended September 30, 2015, the Company sold eight assets for gross proceeds of $28,993,000 including the four assets described
above, in addition to (i) Marshall Plaza, a Kmart-anchored shopping center in Marshall, Michigan; (ii) a former Border’s
store in Lawrence, Kansas, which was the Company’s only vacant retail net lease property; (iii) an outlot to the Company’s
Meijer’s store in Plainfield, Indiana; and (iv) a Sonic Restaurant in Waynesboro, Virginia. The Company recorded a net gain
of approximately $12,135,000 on the sales.
Note 4 –
Debt
As of September 30, 2015, the Company
had total indebtedness of approximately $329,296,000, including (i) $102,296,000 of mortgage notes payable; (ii) $100,000,000
of unsecured term loans; (iii) $100,000,000 of senior unsecured notes; and (iv) $27,000,000 of borrowings under its Credit Facility.
Revolving Credit and Term Loan Facility
The Company has in place a $250,000,000
senior unsecured revolving credit and term loan facility (the “Revolving Credit and Term Loan Facility”) consisting
of (i) a $150,000,000 revolving credit facility (the “Credit Facility”); (ii) a $65,000,000 seven-year unsecured term
loan facility (the “2021 Term Loan”); and (iii) a $35,000,000 unsecured term loan facility due 2020 (the “2020
Term Loan”).
The Credit Facility is due July 21, 2018,
with an additional one-year extension at the Company’s option, subject to customary conditions. Borrowings under the Credit
Facility are priced at LIBOR plus 135 to 200 basis points, depending on the Company’s leverage. As of September 30, 2015,
$27,000,000 was outstanding under the Credit Facility bearing a weighted average interest rate of approximately 1.6% and $123,000,000
was available for borrowing.
The 2021 Term Loan matures on July 21,
2021. Borrowings under the 2021 Term Loan are priced at LIBOR plus 165 to 225 basis points, depending on the Company’s leverage,
and the Company entered into interest rate swaps to fix LIBOR at 2.09% until maturity. As of September 30, 2015, $65,000,000 was
outstanding under the 2021 Term Loan bearing an all-in interest rate of 3.74%.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
The 2020 Term Loan matures on September
29, 2020. Borrowings under the 2020 Term Loan are priced at LIBOR plus 165 to 225 basis points, depending on the Company’s
leverage, and the Company entered into interest rate swaps to fix LIBOR at 2.20% until maturity. As of September 30, 2015, $35,000,000
was outstanding under the 2020 Term Loan bearing an all-in interest rate of 3.85%.
The Revolving Credit and Term Loan Facility
contains customary covenants, including, among others, financial covenants regarding debt levels, total liabilities, tangible
net worth, fixed charge coverage, unencumbered borrowing base properties and permitted investments. The Company was in compliance
with the covenant terms at September 30, 2015.
Senior Unsecured Notes
On May 28, 2015, the Company completed
a private placement of $100,000,000 principal amount of senior unsecured notes (the “Senior Unsecured Notes”). The
Senior Unsecured Notes were sold in two series, including $50,000,000 of 4.16% notes due May 30, 2025 and $50,000,000 of 4.26%
notes due May 30, 2027. The weighted average term of the Senior Unsecured Notes is 11 years and the weighted average interest
rate is 4.21%. Proceeds from the issuance were used to repay borrowings under the Company's Credit Facility and for general corporate
purposes.
Mortgage Notes Payable
As of September 30,
2015, the Company had total mortgage indebtedness of $102,296,000 which was collateralized by related real estate with an aggregate
net book value of $ 136,479,000. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest
rate on the Company’s mortgage notes payable was 4.19%.
In
January 2015, the Company prepaid a mortgage note payable with an outstanding balance of approximately $2,406,000. The fully-amortizing
loan carried a 6.63% interest rate and the final monthly payment was due in February 2017. The Company incurred a loss on debt
extinguishment of approximately $180,000 in connection with the prepayment.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
Mortgages payable consisted of the following:
| |
(Unaudited) | | |
| |
| |
September 30, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
Note payable in monthly interest-only installments of $48,467 at 6.56% annum, with a balloon payment in the amount of $8,580,000 due June 11, 2016; collateralized by related real estate and tenants’ leases | |
$ | 8,580,000 | | |
$ | 8,580,000 | |
| |
| | | |
| | |
Note payable in monthly installments of $99,598 including interest at 6.63% per annum, with the final monthly payment due February 2017; collateralized by related real estate and tenants’ leases | |
| - | | |
| 2,405,976 | |
| |
| | | |
| | |
Note payable in monthly principal installments of $53,160 plus interest at 170 basis points over LIBOR, swapped to a fixed rate of 3.62% as of December 31, 2013. A final balloon payment in the amount of $19,744,758 is due on May 14, 2017 unless extended for a two year period at the option of the Company, subject to certain conditions, collateralized by related real estate and tenants’ leases | |
| 20,909,978 | | |
| 21,398,078 | |
| |
| | | |
| | |
Note payable in monthly installments of interest only at LIBOR plus 160 basis points, swapped to a fixed rate of 2.49% with balloon payment due April 4, 2018; collateralized by related real estate and tenants' leases | |
| 25,000,000 | | |
| 25,000,000 | |
| |
| | | |
| | |
Note payable in monthly installments of $153,838 including interest at 6.90% per annum, with the final monthly payment due January 2020; collateralized by related real estate and tenants’ leases | |
| 6,897,413 | | |
| 7,896,078 | |
| |
| | | |
| | |
Note payable in monthly installments of $23,004 including interest at 6.24% per annum, with a balloon payment of $2,766,628 due February 2020; collateralized by related real estate and tenant lease | |
| 3,148,257 | | |
| 3,204,294 | |
| |
| | | |
| | |
Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment due January 1, 2023; collateralized by related real estate and tenants' leases | |
| 23,640,000 | | |
| 23,640,000 | |
| |
| | | |
| | |
Note payable in monthly installments of $35,673 including interest at 5.01% per annum, with a balloon payment of $4,034,627 due September 2023; collateralized by related real estate and tenant lease | |
| 5,485,763 | | |
| 5,595,327 | |
| |
| | | |
| | |
Note payable in monthly installments of $91,675 including interest at 6.27% per annum, with a final monthly payment due July 2026; collateralized by related real estate and tenants’ leases | |
| 8,634,176 | | |
| 9,042,485 | |
| |
| | | |
| | |
Total | |
$ | 102,295,587 | | |
$ | 106,762,238 | |
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
Debt Maturities
The
following table presents scheduled principal payments related to our debt as of September 30, 2015:
| |
Scheduled | | |
Balloon | | |
| |
| |
Principal | | |
Payment | | |
Total | |
Remainder of 2015 | |
$ | 711,124 | | |
$ | - | | |
$ | 711,124 | |
2016 | |
| 2,953,637 | | |
| 8,580,000 | | |
| 11,533,637 | |
2017 (1) | |
| 2,710,276 | | |
| 19,744,758 | | |
| 22,455,034 | |
2018 (2) | |
| 2,575,206 | | |
| 52,000,000 | | |
| 54,575,206 | |
2019 | |
| 2,750,347 | | |
| - | | |
| 2,750,347 | |
Thereafter | |
| 6,839,089 | | |
| 230,431,150 | | |
| 237,270,239 | |
Total | |
$ | 18,539,679 | | |
$ | 310,755,908 | | |
$ | 329,295,587 | |
| (1) | The
balloon payment is related to a mortgage note that matures in May 2017 and may be extended,
at the Company’s election, for a two-year term to May 2019, subject to certain
conditions. |
| (2) | The
balloon payment balance includes the balance outstanding under the Credit Facility as
of September 30, 2015. The Credit Facility matures in July 2018 and may be extended for
one year at the Company’s election, subject to certain conditions. |
Note 5 –
Common Stock
On May 6, 2015, the Company implemented
a $100,000,000 at-the-market equity program (“ATM program”) by entering into multiple equity distribution agreements
through which the Company may, from time to time, sell shares of common stock. The Company uses the proceeds generated from its
ATM program for general corporate purposes including funding our investment activity, the repayment or refinancing of outstanding
indebtedness, working capital and other general purposes.
During the three months ended September
30, 2015, the Company issued 848,497 shares of common stock under its ATM program at an average price of $30.11, realizing gross
proceeds of approximately $25,550,000. The Company has approximately $60,550,000 remaining under the ATM program as of September
30, 2015.
During the nine months ended September
30, 2015, the Company issued 1,303,011 shares of common stock under its ATM program at an average price of $30.28, realizing gross
proceeds of approximately $39,450,000.
On March 27, 2015, the Securities and
Exchange Commission declared effective a shelf registration statement previously filed by the Company. The securities covered
by this registration statement, which expires March 27, 2018, cannot exceed $500,000,000 in the aggregate and include common stock,
preferred stock, depositary shares and warrants. 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.
Note 6 – Dividends
and Distribution Payable
On September 15, 2015, the Company declared
a dividend of $0.465 per share for the quarter ended September 30, 2015. The holders of limited partnership interests in the Operating
Partnership (“OP Units”) were entitled to an equal distribution per OP Unit held as of September 30, 2015. The dividends
and distributions payable were recorded as liabilities on the Company's consolidated balance sheet at September 30, 2015. The
dividend has been reflected as a reduction of stockholders' equity and the distribution has been reflected as a reduction of the
limited partners' non-controlling interest. These amounts were paid on October 13, 2015.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
Note 7 – Derivative Instruments and Hedging Activity
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.
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.
In April 2012, the Company entered into
a forward starting interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest
rates on $22,300,000 in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from
the counterparty interest on the notional amount based on one-month LIBOR and pays to the counterparty a fixed rate of 1.92%. This
swap effectively converted $22,300,000 of variable-rate borrowings to fixed-rate borrowings from July 1, 2013 to May 1, 2019.
In December 2012, the Company entered into
interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $25,000,000
in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest
on the notional amount based on one-month LIBOR and pays to the counterparty a fixed rate of 0.89%. This swap effectively converted
$25,000,000 of variable-rate borrowings to fixed-rate borrowings from December 6, 2012 to April 4, 2018.
In September 2013, the Company entered
into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on
$35,000,000 in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty
interest on the notional amount based on one-month LIBOR and pays to the counterparty a fixed rate of 2.20%. This swap effectively
converted $35,000,000 of variable-rate borrowings to fixed-rate borrowings from October 3, 2013 to September 29, 2020.
In July 2014, the Company entered into
interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65,000,000
in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest
on the notional amount based on one-month LIBOR and pays to the counterparty a fixed rate of 2.09%. This swap effectively converted
$65,000,000 of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021.
Companies are required to recognize all
derivative instruments as either assets or liabilities at fair value on the balance sheet. The Company has designated these derivative
instruments as cash flow hedges. As such, changes in the fair value of the derivative instrument are recorded as a component of
other comprehensive income (loss) (“OCI”) for the three months ended September 30, 2015 to the extent of effectiveness.
The ineffective portion of the change in fair value of the derivative instrument is recognized in interest expense. For the three
months ended September 30, 2015, the Company has determined these derivative instruments to be effective hedges.
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 September
30, 2015.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
Note 8 –
Discontinued Operations
The Company elected to early adopt ASU
2014-08 "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" in the first quarter
of 2014. The following information provides a summary of selected operating results for those properties classified as discontinued
operations prior to the adoption of ASU 2014-08.
In January 2014, the Company sold a Kmart-anchored
shopping center in Ironwood, Michigan, which was classified as held for sale on December 31, 2013, for approximately $5,000,000.
The results of operations for this property are reported in discontinued operations for the nine months ended September 30, 2014,
including revenues of approximately $42,600 and expenses of approximately $28,000.
Note 9 – Fair
Value Measurements
The table below sets forth the Company’s
fair value hierarchy for assets and liabilities measured or disclosed at fair value as of September 30, 2015.
Asset: | |
| Level 1 | | |
| Level 2 | | |
| Level 3 | | |
| Carrying Value | |
Interest rate swaps | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Liability: | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Carrying Value | |
Interest rate swaps | |
$ | - | | |
$ | 5,038,132 | | |
$ | - | | |
$ | 5,038,132 | |
Mortgage notes payable | |
$ | - | | |
$ | - | | |
$ | 108,077,969 | | |
$ | 102,295,587 | |
Unsecured term loans | |
$ | - | | |
$ | - | | |
$ | 98,675,076 | | |
$ | 100,000,000 | |
Senior unsecured notes | |
$ | - | | |
$ | - | | |
$ | 99,662,808 | | |
$ | 100,000,000 | |
Revolving credit facility | |
$ | - | | |
$ | 27,000,000 | | |
$ | - | | |
$ | 27,000,000 | |
The carrying amounts of the Company’s
short-term financial instruments, which consist of cash, cash equivalents, receivables, and accounts payable, approximate their
fair values. The fair value of the interest rate swaps were derived using estimates to settle the interest rate swap agreements,
which are based on the net present value of expected future cash flows on each leg of the swap utilizing market-based inputs and
discount rates reflecting the risks involved. The fair value of fixed rate debt was derived using the present value of future payments
based on estimated current market interest rates. The fair value of variable rate debt is estimated to be equal to the face value
of the debt because the interest rates are floating and is considered to approximate fair value.
Note 10 – Equity
Incentive Plan
The Company estimates the fair value of
restricted stock grants at the date of grant and amortizes those amounts into expense on a straight line basis or amount vested,
if greater, over the appropriate vesting period.
As of September 30, 2015, there was $4,421,000
of total unrecognized compensation costs related to the outstanding restricted stock, which is expected to be recognized over a
weighted average period of 3.1 years. The Company used 0% for both the discount factor and forfeiture rate for determining the
fair value of restricted stock. The Company has deemed historical forfeitures insignificant and does not consider discount rates
to be material.
The holder of a restricted stock 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.
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
Restricted
stock activity is summarized as follows:
| |
Shares
Outstanding | | |
Weighted Average Grant Date Fair Value | |
| |
| | |
| |
Unvested restricted stock at December 31, 2014 | |
| 238,626 | | |
$ | 26.24 | |
| |
| | | |
| | |
Restricted stock granted | |
| 73,479 | | |
$ | 33.53 | |
Restricted stock vested | |
| (79,238 | ) | |
$ | 25.10 | |
Restricted stock forfeited | |
| (28,024 | ) | |
$ | 29.95 | |
| |
| | | |
| | |
Unvested restricted stock at September 30, 2015 | |
| 204,843 | | |
$ | 28.79 | |
Note 11 – Subsequent
Events
In
connection with the preparation of its financial statements for the nine months ended September 30, 2015, the Company has evaluated
events that occurred subsequent to September 30, 2015 through the date on which these financial statements were available to be
issued to determine whether any of these events required disclosure in the financial statements. The Company is not aware of any
subsequent events that would require recognition or disclosure in the financial statements.
| Item 2. | Management’s Discussion and Analysis of Financial
Condition and Results of Operations |
The following should be read
in conjunction with the Interim Consolidated Financial Statements of Agree Realty Corporation (the “Company”), including
the respective notes thereto, which are included in this Quarterly Report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
This
report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities 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 include this statement for purposes of complying with these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe our 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. Forward-looking statements in this report include information about possible or assumed future events,
including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic
plans and objectives, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures,
anticipated expenditures of capital, and other matters. 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 our control and which could materially affect
actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations,
include, but are not limited to: the global and national economic conditions and changes in general economic, financial and real
estate market conditions; changes in our business strategy; risks that our acquisition and development projects will fail to perform
as expected; 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;
our ability to re-lease space as leases expire; loss or bankruptcy of one or more of our major tenants; a failure of our properties
to generate additional income to offset increases in operating expenses; our ability to maintain our qualification as real estate
investment trust (“REIT”) for federal income tax purposes and the limitations imposed on our business by our status
as a REIT; and legislative or regulatory changes, including changes to laws governing REITs. The factors included in this quarterly
report, including the documents incorporated by reference, and documents the Company subsequently files with the SEC and incorporates
by reference, are not exhaustive and additional factors could adversely affect its business and financial performance. For a discussion
of additional risk factors, see the factors included under the caption “Risk Factors” in the Company’s most recent
Annual Report on Form 10-K. All forward-looking statements are based on information that was available, and speak only, as of the
date on which they were made. Except as required by law, the Company disclaims any obligation to review or update these forward–looking
statements to reflect events or circumstances as they occur.
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 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, Agree Limited Partnership (the “Operating Partnership”), of which the Company is the
sole general partner and in which it held a 98.19% interest as of September 30, 2015.
As of September 30, 2015,
the Company’s portfolio consisted of 263 properties located in 41 states and totaling approximately 4.8 million square feet
of gross leasable area. As of September 30, 2015, the portfolio was approximately 99.5% leased and had a weighted average remaining
lease term of approximately 11.8 years. 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 property operating expenses including property
taxes, insurance and maintenance.
Third Quarter
2015 Highlights
During the three
months ended September 30, 2015, the Company purchased 15 retail net lease assets for approximately $36,937,000, including acquisition
and closing costs. These properties are located in 9 states and are 100% leased to 9 different tenants operating in 6 diverse retail
sectors for a weighted average lease term of approximately 12.4 years. The underwritten weighted average capitalization rate on
the Company’s third quarter 2015 acquisitions was approximately 8.1%.
During the three months ended September 30, 2015, the Company sold
four assets for gross proceeds of $19,805,000 including (i) Ferris Commons, a shopping center in Big Rapids MI; (ii) Lakeland
Plaza, a shopping center in Lakeland, FL; (iii) a vacant land parcel in Sun Valley, NV; and (iv) an outlot to the Company’s
Meijer store in Plainfield, IN. The Company recorded a net gain of approximately $8,599,000 on the sales.
During the three
months ended September 30, 2015, the Company closed on a parcel of land located in Salem, Oregon through its Joint Venture Capital
Solutions program, a platform that allows the Company to acquire properties by partnering with private developers on their in-process
developments. Cash & Carry Smart Foodservice executed a 15-year net lease to occupy a 23,500 square foot store to be constructed
on the parcel. The total project cost is approximately $5.8 million. Rent is anticipated to commence during the first quarter of
2016. The Company will own a 100% interest in the project. Additionally, construction commenced on the development of a Hobby Lobby
store in Springfield, Ohio. Hobby Lobby has executed a 15-year net lease to occupy the premises. The project has anticipated total
costs of approximately $5.0 million and is expected to be complete by the end of the second quarter of 2016.
Recent Accounting Pronouncements
Refer to Note 2 to the September
30, 2015, Interim Consolidated Financial Statements.
Critical Accounting Policies and Estimates
The preparation of financial
statements in conformity with U.S. generally accepted accounting principles (“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 would have been applied, resulting in a different presentation of the interim 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 our Annual
Report on Form 10-K for the fiscal year ended December 31, 2014. The Company has not made any material changes to these policies
during the periods covered by this quarterly report.
Results of Operations
Comparison of Three Months Ended September 30, 2015 to
Three Months Ended September 30, 2014
Minimum rental income
increased $4,108,000, or 33%, to $16,736,000 in 2015, compared to $12,628,000 in 2014. Approximately $4,631,000 of the increase
was due to the acquisition of additional net lease properties and approximately $300,000 was due to the development of new net
lease properties. These increases were partially offset by a reduction in minimum rental income of approximately $823,000 relating
to properties that were sold.
Percentage rents increased
$33,000 to $38,000 in 2015, compared to $5,000 in 2014. The increase was the result of two tenants commencing to pay percentage
rent for the first time.
Operating cost reimbursements
decreased $39,000, or 4%, to $971,000 in 2015, compared to $1,010,000 in 2014. Operating cost reimbursements decreased primarily
due to lower levels of recoverable property operating expenses, including real estate taxes, as a result of recent acquisition,
development and disposition activity. The portfolio recovery rate decreased to 85.1% in 2015 compared to 90.9% in 2014.
Other income decreased
by $9,000 in 2015 from $114,000 in 2014. The primary driver of the decrease was non-recurring fee income earned in 2014.
Real estate taxes decreased
$58,000, or 7%, to $716,000 in 2015, compared to $774,000 in 2014. The decrease was due to the disposition of shopping center properties
that eliminated the Company’s responsibility for the payment of those real estate taxes.
Property operating expenses
increased $86,000, or 26%, to $424,000 in 2015, compared to $338,000 in 2014. The increase is primarily due to higher operating
expenses at the Company’s shopping center properties.
Land lease payments increased
$49,000, or 39%, to $174,000 in 2015, compared to $125,000 for 2014. The increase is the result of properties acquired after the
third quarter of 2014 that are subject to land leases.
General and administrative
expenses increased $21,000, or 1%, to $1,769,000 in 2015, compared to $1,748,000 in 2014. The increase is primarily the result
of increased employee and professional costs. General and administrative expenses as a percentage of total revenue decreased to
9.9% for 2015 from 12.7% in 2014.
Depreciation and amortization
increased $2,671,000, or 94%, to $5,526,000 in 2015, compared to $2,855,000 in 2014. The increase was primarily the result of recent
acquisition and development activity.
The Company recorded
no impairment charges during the third quarter of 2015. The Company recognized an impairment charge of $220,000 in the third quarter
of 2014 related to the Chippewa Commons shopping center. Chippewa Commons was subsequently sold in December 2014.
Interest expense increased
$525,000, or 22%, to $2,964,000 in 2015, compared to $2,439,000 for 2014. The increase in interest expense is a result of higher
levels of borrowings to finance the acquisition and development of additional properties, including the $65,000,000 unsecured term
loan entered into in July 2014 and the $100,000,000 senior unsecured notes issued in May 2015.
The Company recognized
a net gain of $8,599,000 on the sale of four properties during the third quarter of 2015, including (i) a gain of $630,000 on the
sale of Ferris Commons, a shopping center in Big Rapids, Michigan; (ii) a gain of $8,043,000 on the sale of Lakeland Plaza, a shopping
center in Lakeland, Florida; (iii) a loss of $85,000 on the sale of a second outlot to the Company’s Meijer’s store
in Plainfield, Indiana. There was no gain or loss on the sale of a parcel of land in Sun Valley, Nevada. The Company also recorded
additional income of approximately $11,000 in connection with its disposition activity during the quarter. In 2014 we recognized
a loss of $293,000 on the sale of a parcel of land in East Lansing, Michigan.
Net income attributable
to the Company increased $9,742,000, to $14,595,000 in 2015, from $4,853,000 in 2014 as a result of the foregoing factors.
Comparison of Nine Months Ended September 30, 2015 to Nine
Months Ended September 30, 2014
Minimum rental income
increased $11,320,000, or 31%, to $47,262,000 in 2015, compared to $35,942,000 in 2014. Approximately $12,234,000 of the increase
was due to the acquisition of additional net lease properties and approximately $967,000 was due to the development of new net
lease properties. These increases were partially offset by a reduction in minimum rental income of approximately $1,881,000 from
properties that were sold.
Percentage rents increased
$42,000, or 29%, to $189,000 in 2015, compared to $147,000 in 2014, due to percentage rents received from tenants in 2015 that
were not required to pay percentage rents in 2014.
Operating cost reimbursements
increased $267,000, or 9%, to $3,247,000 in 2015, compared to $2,980,000 in 2014. Operating cost reimbursements increased primarily
due to higher levels of recoverable property operating expenses as a result of recent acquisition, development and disposition
activity. The portfolio recovery rate increased to 86.5% in 2015 compared to 85% in 2014.
Other income decreased
to $115,000 in 2015 from $168,000 in 2014. The primary driver of the decrease was non-recurring fee income earned in 2014.
Real estate taxes increased
$131,000, or 6%, to $2,342,000 in 2015, compared to $2,211,000 in 2014. The increase is due to the acquisition of additional properties
for which the Company remits real estate taxes and is subsequently reimbursed by tenants.
Property operating expenses
increased $116,000, or 9%, to $1,411,000 in 2015, compared to $1,295,000 in 2014. The increase is primarily due to the ownership
of additional properties which contributed to higher property maintenance, utilities and insurance expenses, offset by lower operating
expenses at the Company’s shopping center properties. The Company’s tenants subsequently reimburse it for the majority
of these expenses.
Land lease payments increased
$103,000, or 30%, to $443,000 in 2015, compared to $340,000 for 2014. The increase is the result of properties acquired after September
30, 2014 that are subject to land leases.
General and administrative
expenses increased $224,000, or 5%, to $5,181,000 in 2015, compared to $4,957,000 in 2014. The increase is primarily the result
of increased employee and professional costs. General and administrative expenses as a percentage of total revenue decreased to
10.2% for 2015 from 12.6% in 2014.
Depreciation and amortization
increased $5,237,000, or 66%, to $13,197,000 in 2015, compared to $7,960,000 in 2014. The increase was primarily the result of
recent acquisition and development activity.
The Company recorded
no impairment charges during the first nine months of 2015. The Company recognized an impairment charge of $3,020,000 in the first
nine months of 2014 related to the Chippewa Commons shopping center. Chippewa Commons was subsequently sold in December 2014.
Interest expense increased
$2,250,000, or 37%, to $8,358,000 in 2015, compared to $6,108,000 for 2014. The increase in interest expense is a result of higher
levels of borrowings to finance the acquisition and development of additional properties, including the $65,000,000 unsecured term
loan entered into in July 2014 and the $100,000,000 senior unsecured notes issued in May 2015.
The Company recognized
a net gain of $12,135,000 on the sale of eight properties during the first nine months of 2015, including (i) a gain of $3,315,000
on the sale of Marshall Plaza, a Kmart-anchored shopping center in Marshall, Michigan; (ii) a gain of $376,000 on the sale of a
former Border’s store in Lawrence, Kansas; (iii) a loss of $319,000 on the sale of two outlots to the Company’s Meijer’s
store in Plainfield, Indiana; (iv) a gain of $99,000 on the sale of a Sonic restaurant in Waynesboro, Virginia; (v) a gain of $8,043,000
on the sale of Lakeland Plaza a shopping center in Lakeland, Florida; and (vi) a gain of $630,000 on the sale of Ferris Commons,
a shopping center located in Big Rapids, Michigan. During the nine months ended September 30, 2015, the Company also recorded additional
costs of approximately $9,000 associated with properties sold at the end of 2014. During the first nine months of 2014, the Company
recognized a loss of $293,000 on the sale of a parcel of land in East Lansing, Michigan and a gain on sale of $123,000 attributable
to Ironwood Commons which was classified as held for sale at December 31, 2013 and subsequently sold in January 2014.
The Company recorded
a loss on debt extinguishment of approximately $180,000 in 2015. The loss on debt extinguishment was related to the prepayment
of a mortgage note payable with an outstanding balance of approximately $2,406,000. The fully-amortizing loan carried a 6.63% interest
rate and the final monthly payment was due in February 2017. No such items were recognized in 2014.
The Company recognized
no income from discontinued operations in 2015. Income from discontinued operations of $15,000 in 2014 was attributable to Ironwood
Commons which was classified as held for sale at December 31, 2013 and subsequently sold in January 2014.
Net income attributable
to the Company increased $18,336,000, to $31,227,000 in 2015, from $12,891,000 in 2014 as a result of the foregoing factors.
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, distributions to
its shareholders and future property acquisitions and development.
The Company expects to meet its short term
liquidity requirements through cash provided from operations and borrowings under its $150,000,000 unsecured revolving credit facility
(the “Credit Facility”). As of September 30, 2015, $27,000,000 was outstanding on the Credit Facility and $123,000,000
was available for future borrowings. The Company anticipates funding its long term capital needs through cash provided from operations,
borrowings under the Credit Facility, the issuance of long term debt or the issuance of 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.
Capitalization
As of September 30, 2015, the Company’s
total market capitalization was approximately $903,491,000. Market capitalization consisted of $574,196,000 of common equity (based
on the September 30, 2015 closing price on the NYSE of $29.85 per common share and assuming the conversion of operating partnership
units in the Operating Partnership (“OP units”)) and $329,296,000 of total debt, including (i) $102,296,000 of mortgage
notes payable; (ii) $100,000,000 of unsecured term loans; (ii) $100,000,000 of senior unsecured notes; and (iii) $27,000,000 of
borrowings under our Credit Facility. Our ratio of total debt to total market capitalization was 36.45% at September 30, 2015.
At September 30, 2015, the non-controlling
interest in the Operating Partnership represented ownership of 1.81% of the Operating Partnership. The OP Units may, under certain
circumstances, be exchanged for shares of common stock on a one-for-one basis. The Company, as sole general partner of the Operating
Partnership, has the option to settle exchanged OP Units held by others for cash based on the current trading price of its shares.
Assuming the exchange of all OP Units, there would have been 19,236,031 shares of common stock outstanding at September 30, 2015.
Debt
Revolving Credit and Term Loan Facility
The Company has in place a $250,000,000
senior unsecured revolving credit and term loan facility (the “Revolving Credit and Term Loan Facility) consisting of (i)
a $150,000,000 Credit Facility; (ii) a $65,000,000 seven-year unsecured term loan facility (the “2021 Term Loan”);
and (iii) a $35,000,000 unsecured term loan facility due 2020 (the “2020 Term Loan”).
The Credit Facility is due July 21, 2018,
with an additional one-year extension at the Company’s option, subject to customary conditions. Borrowings under the Credit
Facility are priced at LIBOR plus 135 to 200 basis points, depending on the Company’s leverage. As of September 30, 2015,
$27,000,000 was outstanding under the Credit Facility bearing a weighted average interest rate of approximately 1.6% and $123,000,000
was available for borrowing.
The 2021 Term Loan matures on July 21,
2021. Borrowings under the 2021 Term Loan are priced at LIBOR plus 165 to 225 basis points, depending on the Company’s leverage,
and the Company entered into interest rate swaps to fix LIBOR at 2.09% until maturity. As of September 30, 2015, $65,000,000 was
outstanding under the 2021 Term Loan bearing an all-in interest rate of 3.74%.
The 2020 Term Loan matures on September
29, 2020. Borrowings under the 2020 Term Loan are priced at LIBOR plus 165 to 225 basis points, depending on the Company’s
leverage, and the Company entered into interest rate swaps to fix LIBOR at 2.20% until maturity. As of September 30, 2015, $35,000,000
was outstanding under the 2020 Term Loan bearing an all-in interest rate of 3.85%.
The Revolving Credit and Term Loan Facility
contains customary covenants, including, among others, financial covenants regarding debt levels, total liabilities, tangible net
worth, fixed charge coverage, unencumbered borrowing base properties, and permitted investments. The Company was in compliance
with the covenant terms at September 30, 2015.
Senior Unsecured Notes
As of September 30, 2015, the Company had
outstanding $100,000,000 principal amount of senior unsecured notes (the “Senior Unsecured Notes”) consisting of two
series, including $50,000,000 of 4.16% notes due May 30, 2025 and $50,000,000 of 4.26% notes due May 30, 2027. The weighted average
term of the Senior Unsecured Notes is 11 years and the weighted average interest rate is 4.21%.
Mortgage Notes Payable
As of September 30, 2015,
the Company had total mortgage indebtedness of $102,296,000. Including our mortgages that have been swapped to a fixed interest
rate, our weighted average interest rate on mortgage debt was 4.19%. The following table summarizes our mortgage notes payable
as of September 30, 2015:
($ in thousands) | |
| | |
| |
| | |
| |
| |
Interest | | |
| |
Principal Amount Outstanding | |
Mortgage Note Payable | |
Rate (1) | | |
Maturity | |
September 30, 2015 | | |
December 31, 2014 | |
Portfolio Mortgage Loan due 2016 | |
| 6.56 | % | |
June 2016 | |
$ | 8,580 | | |
$ | 8,580 | |
Portfolio Mortgage Loan due 2017 | |
| 6.63 | % | |
February 2017 | |
| - | | |
| 2,406 | |
Secured Term Loan due 2017 | |
| 3.62 | % | |
May 2017 (2) | |
| 20,910 | | |
| 21,398 | |
Secured Term Loan due 2018 | |
| 2.49 | % | |
April 2018 | |
| 25,000 | | |
| 25,000 | |
Portfolio Mortgage Loan due 2020 | |
| 6.90 | % | |
January 2020 | |
| 6,898 | | |
| 7,896 | |
Single Asset Mortgage Loan due 2020 | |
| 6.24 | % | |
January 2020 | |
| 3,148 | | |
| 3,204 | |
CMBS Portfolio Loan due 2023 | |
| 3.60 | % | |
January 2023 | |
| 23,640 | | |
| 23,640 | |
Single Asset Mortgage Loan due 2023 | |
| 5.01 | % | |
September 2023 | |
| 5,486 | | |
| 5,595 | |
Portfolio CTL due 2026 | |
| 6.27 | % | |
July 2026 | |
| 8,634 | | |
| 9,043 | |
Total | |
| | | |
| |
$ | 102,296 | | |
$ | 106,762 | |
| (1) | Includes the effects of variable interest rates that
have been swapped to a fixed interest rates. |
| (2) | Subject to certain conditions, the maturity date of
this loan can be extended to May 2019 at our option. |
The mortgage loans encumbering our properties
are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the
lender. These exceptions vary from loan to loan, but generally include fraud or a material misrepresentation, misstatement or
omission 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 September 30, 2015, the mortgage loan of $20,910,000 was partially recourse to us and secured by a limited guaranty of payment
and performance for approximately 50% of the loan amount.
We have entered into
mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization
provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions
allow a lender to foreclose on the related property in the event a default is declared under another loan.
Contractual Obligations
The following table summarizes
our contractual obligations as of September 30, 2015:
($ in thousands) | |
| | |
| | |
| | |
| | |
| |
| |
| | |
Remainder of | | |
| | |
| | |
| |
| |
Total | | |
2015 | | |
2016-2017 | | |
2018-2019 | | |
Thereafter | |
Mortgage Notes Payable | |
$ | 102,296 | | |
$ | 711 | | |
$ | 33,989 | | |
$ | 30,326 | | |
$ | 37,270 | |
Revolving Credit Facility | |
| 27,000 | | |
| - | | |
| - | | |
| 27,000 | | |
| - | |
Unsecured Term Loans | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
Senior Unsecured Notes | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
Land Lease Obligations | |
| 11,773 | | |
| 160 | | |
| 1,280 | | |
| 1,275 | | |
| 9,058 | |
Estimated Interest Payments on Mortgage Notes Payable, Unsecured Term Loans and Senior Unsecured Notes | |
| 84,216 | | |
| 4,123 | | |
| 22,931 | | |
| 20,045 | | |
| 37,117 | |
Total | |
$ | 425,285 | | |
$ | 4,994 | | |
$ | 58,200 | | |
$ | 78,646 | | |
$ | 283,445 | |
Estimated interest payments
are based on (i) the stated rates for mortgage notes payable, including the effect of interest rate swaps; (ii) the stated rates
for unsecured term loans, including the effect of interest rate swaps and assuming the interest rate in effect for the most recent
quarter remains in effect through the respective maturity dates; and (iii) the stated rates for senior unsecured notes.
Dividends
During the quarter ended
September 30, 2015, we declared a quarterly dividend of $0.465 per share. The cash dividend was paid on October 13, 2015 to holders
of record on September 30, 2015.
Inflation
The Company’s leases
typically contain provisions to mitigate the adverse impact of inflation on its results of operations. Tenant leases generally
provide for limited increases in rent as a result of fixed increases or increases in the consumer price index. Certain of the Company’s
leases contain clauses enabling it to receive percentage rents based on tenants’ gross sales, which generally increase as
prices rise. During times when inflation is greater than increases in rent, rent increases will not keep up with the rate of inflation.
Substantially all of
the Company’s properties are leased to tenants under long-term, net leases which require the tenant to pay certain operating
expenses for a property, thereby reducing the Company’s exposure to operating cost increases resulting from inflation. Inflation
may have an adverse impact on the Company’s tenants.
Funds from Operations
Funds from Operations
(“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 property, plus real estate related depreciation and amortization
and any impairment charges on a depreciable real estate asset, and after adjustments for unconsolidated partnerships and joint
ventures. Management uses FFO as a supplemental measure to conduct and evaluate the Company’s business because there are
certain limitations associated with using GAAP net income by itself as the primary measure of the Company’s operating performance.
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, management
believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient
by itself.
FFO should not be considered
as 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.
Adjusted Funds from Operations
(“AFFO”) is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO
further adjusts FFO for certain non-cash items that reduce or increase net income in accordance with GAAP and for non-recurring
items that are not reflective of ongoing operations. Management considers AFFO a useful supplemental measure of the Company’s
performance, however, AFFO should not be considered an alternative to net income as an indication of the Company’s 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.
Note that, during the year ended December 31, 2014, the Company adjusted its calculation of AFFO to exclude non-recurring capitalized
building improvements and to include non-real estate related depreciation and amortization. Management believes that these changes
provide a more useful measure of operating performance in the context of AFFO.
The following table provides a reconciliation
of FFO and net income for the three and nine months ended September 30, 2015 and 2014:
| |
Three
Months Ended | | |
Nine
Months Ended | |
Reconciliation
of Funds from Operations to Net Income | |
September
30, 2015 | | |
September
30, 2014 | | |
September
30, 2015 | | |
September
30, 2014 | |
Net income | |
$ | 14,876,264 | | |
$ | 4,965,608 | | |
$ | 31,835,273 | | |
$ | 13,191,006 | |
Depreciation of real estate
assets | |
| 3,220,655 | | |
| 2,138,757 | | |
| 8,698,302 | | |
| 6,103,303 | |
Amortization of leasing
costs | |
| 1,710,045 | | |
| 34,846 | | |
| 3,812,719 | | |
| 94,020 | |
Amortization of lease
intangibles | |
| 29,320 | | |
| 666,743 | | |
| 88,392 | | |
| 1,718,346 | |
Impairment charge | |
| - | | |
| 220,000 | | |
| - | | |
| 3,020,000 | |
Gain
on sale of assets | |
| (8,599,261 | ) | |
| 292,652 | | |
| (12,134,571 | ) | |
| 169,905 | |
Funds
from Operations | |
$ | 11,237,023 | | |
$ | 8,318,606 | | |
$ | 32,300,115 | | |
$ | 24,296,580 | |
| |
| | | |
| | | |
| | | |
| | |
Funds
from Operations Per Share - Diluted | |
$ | 0.61 | | |
$ | 0.55 | | |
$ | 1.79 | | |
$ | 1.61 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average shares and OP units outstanding | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 18,356,211 | | |
| 15,061,359 | | |
| 18,001,079 | | |
| 15,059,971 | |
Diluted | |
| 18,411,938 | | |
| 15,129,670 | | |
| 18,063,958 | | |
| 15,130,103 | |
| |
| | | |
| | | |
| | | |
| | |
The following table provides a reconciliation
of AFFO and net income for the three and nine months ended September 30, 2015 and 2014:
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, 2015 | | |
September 30, 2014 | | |
September 30, 2015 | | |
September 30, 2014 | |
Reconciliation of Adjusted Funds from
Operations to Net Income | |
| | |
| | |
| | |
| |
Net income | |
$ | 14,876,264 | | |
$ | 4,965,608 | | |
$ | 31,835,273 | | |
$ | 13,191,006 | |
Cumulative
adjustments to calculate FFO | |
| (3,639,241 | ) | |
| 3,352,998 | | |
| 464,842 | | |
| 11,105,574 | |
Funds
from Operations | |
$ | 11,237,023 | | |
$ | 8,318,606 | | |
$ | 32,300,115 | | |
$ | 24,296,580 | |
Straight-line accrued
rent | |
| (609,526 | ) | |
| (385,535 | ) | |
| (1,815,875 | ) | |
| (989,231 | ) |
Deferred revenue recognition | |
| (115,845 | ) | |
| (115,845 | ) | |
| (347,535 | ) | |
| (347,535 | ) |
Stock based compensation
expense | |
| 477,131 | | |
| 513,000 | | |
| 1,521,928 | | |
| 1,555,712 | |
Amortization of financing
costs | |
| 129,890 | | |
| 104,145 | | |
| 355,193 | | |
| 285,865 | |
Non-real estate depreciation | |
| 15,371 | | |
| - | | |
| 46,737 | | |
| - | |
Loss
on debt extinguishment | |
| - | | |
| - | | |
| 179,867 | | |
| - | |
Adjusted
Funds from Operations | |
$ | 11,134,044 | | |
$ | 8,434,371 | | |
$ | 32,240,430 | | |
$ | 24,801,391 | |
| |
| | | |
| | | |
| | | |
| | |
Additional
supplemental disclosure | |
| | | |
| | | |
| | | |
| | |
Scheduled principal repayments | |
$ | 701,095 | | |
$ | 874,773 | | |
$ | 2,060,674 | | |
$ | 2,675,936 | |
Capitalized interest | |
$ | 14,182 | | |
$ | 107,863 | | |
$ | 16,694 | | |
$ | 221,410 | |
Capitalized building improvements | |
$ | 72,701 | | |
$ | 37,486 | | |
$ | 72,701 | | |
$ | 113,473 | |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market
Risk |
We are exposed to interest rate risk primarily
through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market
rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future
financing requirements.
Our interest rate risk is monitored using
a variety of techniques. The table below presents the principal payments 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.
($ in thousands) | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
2015 | | |
2016 | | |
2017 | | |
2018 | | |
2019 | | |
Thereafter | | |
Total | |
Mortgage Notes Payable | |
$ | 711 | | |
$ | 11,534 | | |
$ | 22,455 | | |
$ | 27,575 | | |
$ | 2,751 | | |
$ | 37,270 | | |
$ | 102,296 | |
Average Interest Rate | |
| - | | |
| 6.56 | % | |
| 3.62 | % | |
| 2.49 | % | |
| - | | |
| 4.42 | % | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unsecured Revolving Credit Facility | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 27,000 | | |
$ | - | | |
$ | - | | |
$ | 27,000 | |
Average Interest Rate | |
| | | |
| | | |
| | | |
| 1.57 | % | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unsecured Term Loans | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 100,000 | | |
$ | 100,000 | |
Average Interest Rate | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3.78 | % | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Senior Unsecured Notes | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 100,000 | | |
$ | 100,000 | |
Average Interest Rate | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4.21 | % | |
| | |
The fair value (in thousands) is estimated
at $108,078, $98,675 and $99,663 for mortgage notes payable, unsecured term loans and senior unsecured notes, respectively, as
of September 30, 2015.
The table above incorporates those exposures
that exist as of September 30, 2015; it does not consider those exposures or positions which could arise after that date. As a
result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise
during the period and interest rates.
We seek to limit the impact of interest
rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and
converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we 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 us to the risks that the other parties to the agreements will not perform, we could incur significant costs
associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail
to qualify as highly-effective cash flow hedges under GAAP guidance.
In April 2012, we entered into a forward
starting interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on
$22,300,000 in variable-rate borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty
interest on the notional amount based on one-month LIBOR and pay to the counterparty a fixed rate of 1.92%. This swap effectively
converted $22,300,000 of variable-rate borrowings to fixed-rate borrowings from July 1, 2013 to May 1, 2019. As of September 30,
2015, this interest rate swap was valued as a liability of $693,701.
In December 2012, we entered into interest
rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $25,000,000 in variable-rate
borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty interest on the notional amount
based on one-month LIBOR and pay to the counterparty a fixed rate of 0.89%. This swap effectively converted $25,000,000 of variable-rate
borrowings to fixed-rate borrowings from December 6, 2012 to April 4, 2018. As of September 30, 2015, this interest rate swap was
valued as a liability of $76,583.
In September 2013, we entered into an interest
rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35,000,000 in variable-rate
borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty interest on the notional amount
based on one-month LIBOR and pay to the counterparty a fixed rate of 2.20%. This swap effectively converted $35,000,000 of variable-rate
borrowings to fixed-rate borrowings from October 3, 2013 to September 29, 2020. As of September 30, 2015, this interest rate swap
was valued as a liability of $1,642,738.
In July 2014, we entered into interest
rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65,000,000 in variable-rate
borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty interest on the notional amount
based on one-month LIBOR and pay to the counterparty a fixed rate of 2.09%. This swap effectively converted $65,000,000 of variable-rate
borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. As of September 30, 2015, this interest rate swap was
valued as a liability of $2,625,110.
We do not use derivative instruments for
trading or other speculative purposes and we did not have any other derivative instruments or hedging activities as of September
30, 2015.
As of September 30,
2015, a 100 basis point increase in interest rates on the portion of our debt bearing interest at variable rates would result
in an increase in interest expense of approximately $270,000.
| ITEM 4. | Controls and Procedures |
Disclosure Controls and Procedures
At the end of the period covered by this
report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal
financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls
and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over
Financial Reporting
There was no change in our internal control
over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
We are not presently involved in any litigation
nor, to our knowledge, is any other litigation threatened against us, except for routine litigation arising in the ordinary course
of business which is expected to be covered by our liability insurance.
There have been no material changes from
our risk factors set forth under Item 1A of Part 1 of our most recently filed Form 10-K.
| Item 2. | Unregistered Sales of Equity Securities and Use of
Proceeds |
None.
| Item 3. | Defaults upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
Not applicable.
None.
| *31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief
Executive Officer |
| *31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Kenneth R. Howe,
Interim Chief Financial Officer |
| *32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive
Officer |
| *32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Kenneth R. Howe, Interim
Chief Financial Officer |
| *101 | The following materials from Agree Realty Corporation’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated
Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statement
of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated
financial statements. |
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/ KENNETH R. HOWE |
|
Kenneth R. Howe |
|
Interim Chief Financial Officer and Secretary |
|
(Principal Financial and Accounting Officer) |
|
|
|
Date: October 30, 2015 |
|
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Joel N. Agree, certify that:
1. I have reviewed this quarterly
report on Form 10-Q of Agree Realty Corporation;
2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying
officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 30, 2015 |
|
/s/ Joel N. Agree |
|
|
|
|
|
Name: Joel N. Agree |
|
|
Title: President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Kenneth R. Howe, certify that:
1. I have reviewed this quarterly
report on Form 10-Q of Agree Realty Corporation;
2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying
officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 30, 2015 |
|
/s/ Kenneth R. Howe |
|
|
|
|
|
Name: Kenneth R. Howe |
|
|
Title: Interim Chief Financial Officer and Secretary |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Based on a review of the Quarterly Report
on Form 10-Q for the period ending September 30, 2015 of Agree Realty Corporation (the “Company”), as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Joel N. Agree, Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
| 1. | The Report, containing the financial statements, fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
/s/ Joel N. Agree |
|
Joel N. Agree |
|
President and Chief Executive Officer |
|
|
|
October 30, 2015 |
|
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Based on a review of the Quarterly Report
on Form 10-Q for the period ending September 30, 2015 of Agree Realty Corporation (the “Company”), as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth R. Howe, Chief Financial Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
| 1. | The Report, containing the financial statements, fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
/s/ Kenneth R. Howe |
|
Kenneth R. Howe |
|
Interim Chief Financial Officer and Secretary |
|
|
|
October 30, 2015 |
|
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