Exhibit 99.1

 

32301 Woodward Ave.

Royal Oak, MI 48073

www.agreerealty.com

 

 

 

 

FOR IMMEDIATE RELEASE

 

Agree Realty Corporation Reports Second Quarter 2025 Results

Raises 2025 Investment Guidance to $1.4 Billion to $1.6 Billion

Increases 2025 AFFO Per Share Guidance to $4.29 to $4.32

 

 

Royal Oak, MI, July 31, 2025 -- Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended June 30, 2025. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

 

Second Quarter 2025 Financial and Operating Highlights:

 

§Invested approximately $350 million in 110 retail net lease properties across all three external growth platforms
§Net Income per share attributable to common stockholders decreased 18.5% to $0.43
§Core Funds from Operations (“Core FFO”) per share increased 1.3% to $1.05
§Adjusted Funds from Operations (“AFFO”) per share increased 1.7% to $1.06
§Declared a monthly dividend of $0.256 per common share for June, a 2.4% year-over-year increase
§Completed a public bond offering of $400 million of 5.60% senior unsecured notes due 2035 with an all-in rate of 5.35% inclusive of prior hedging activity
§Completed a forward equity offering of 5.2 million shares of common stock, including the underwriters’ option to purchase additional shares, raising anticipated net proceeds of approximately $387 million
§Balance sheet positioned for growth at 3.1 times proforma net debt to recurring EBITDA; 5.2 times excluding unsettled forward equity
§Approximately $2.3 billion of liquidity at quarter end including availability on the revolving credit facility, outstanding forward equity, and cash on hand

 

First Half 2025 Financial and Operating Highlights:

 

§Invested approximately $727 million in 162 retail net lease properties across all three external growth platforms
§Committed approximately $140 million to 25 development or Developer Funding Platform (“DFP”) projects completed or under construction
§Net Income per share attributable to common stockholders decreased 11.1% to $0.85
§Core FFO per share increased 2.2% to $2.09
§AFFO per share increased 2.4% to $2.12
§Declared dividends of $1.527 per share, a 2.4% year-over-year increase
§Raised approximately $603 million of forward equity via the Company's at-the-market equity (“ATM”) program and an overnight offering
§Settled 3.3 million shares of outstanding forward equity for net proceeds of approximately $225 million

 

1

 

 

Financial Results

 

Net Income Attributable to Common Stockholders

 

Net Income for the three months ended June 30, 2025 decreased 10.5% to $47.3 million, compared to $52.9 million for the comparable period in 2024. Net Income per share for the three months ended June 30th decreased 18.5% to $0.43 compared to $0.52 for the comparable period in 2024.

 

Net Income for the six months ended June 30, 2025 decreased 3.5% to $92.5 million, compared to $95.9 million for the comparable period in 2024. Net Income per share for the six months ended June 30th decreased 11.1% to $0.85 compared to $0.95 for the comparable period in 2024.

 

Core FFO

 

Core FFO for the three months ended June 30, 2025 increased 11.3% to $115.9 million, compared to Core FFO of $104.2 million for the comparable period in 2024. Core FFO per share for the three months ended June 30th increased 1.3% to $1.05, compared to Core FFO per share of $1.03 for the comparable period in 2024.

 

Core FFO for the six months ended June 30, 2025 increased 10.9% to $228.6 million, compared to Core FFO of $206.2 million for the comparable period in 2024. Core FFO per share for the six months ended June 30th increased 2.2% to $2.09, compared to Core FFO per share of $2.05 for the comparable period in 2024.

 

AFFO

 

AFFO for the three months ended June 30, 2025 increased 11.7% to $117.7 million, compared to AFFO of $105.3 million for the comparable period in 2024. AFFO per share for the three months ended June 30th increased 1.7% to $1.06, compared to AFFO per share of $1.04 for the comparable period in 2024.

 

AFFO for the six months ended June 30, 2025 increased 11.1% to $231.6 million, compared to AFFO of $208.6 million for the comparable period in 2024. AFFO per share for the six months ended June 30th increased 2.4% to $2.12, compared to AFFO per share of $2.07 for the comparable period in 2024.

 

Dividend

 

In the second quarter, the Company declared monthly cash dividends of $0.256 per common share for each of April, May and June 2025. The monthly dividends declared during the second quarter reflect an annualized dividend amount of $3.072 per common share, representing a 2.4% increase over the annualized dividend amount of $3.00 per common share from the second quarter of 2024. The dividends represent payout ratios of approximately 73% of Core FFO per share and 72% of AFFO per share, respectively.

 

For the six months ended June 30, 2025, the Company declared monthly cash dividends totaling $1.527 per common share, a 2.4% increase over the dividends of $1.491 per common share declared for the comparable period in 2024. The dividends represent payout ratios of approximately 73% of Core FFO per share and 72% of AFFO per share, respectively.

 

Subsequent to quarter end, the Company declared a monthly cash dividend of $0.256 per common share for July 2025. The July monthly dividend reflects an annualized dividend amount of $3.072 per common share, representing a 2.4% increase over the annualized dividend amount of $3.00 per common share from the third quarter of 2024. The July dividend is payable on August 14, 2025 to stockholders of record at the close of business on July 31, 2025.

 

Additionally, subsequent to quarter end, the Company declared a monthly cash dividend on its 4.25% Series A Cumulative Redeemable Preferred Stock of $0.08854 per depositary share, which is equivalent to $1.0625 per annum. The dividend is payable on August 1, 2025 to stockholders of record at the close of business on July 22, 2025.

 

2

 

 

Earnings Guidance

 

The table below provides estimates for significant components of our 2025 earnings guidance. In addition, the AFFO per share guidance range includes an estimate for the dilutive impact of the Company's outstanding forward equity calculated in accordance with the treasury stock method.

 

   Prior 2025
Guidance(1)
 

Revised 2025

Guidance

AFFO per share(2)  $4.27 to $4.30  $4.29 to $4.32
General and administrative expenses (% of adjusted revenue)(3)  5.6% to 5.9%  5.6% to 5.9%
Non-reimbursable real estate expenses (% of adjusted revenue)(3)  1.0% to 1.5%  1.0% to 1.5%
Income and other tax expense  $3 to $4 million  $2.5 to $3 million
Investment volume  $1.3 to $1.5 billion  $1.4 to $1.6 billion
Disposition volume  $10 to $50 million  $10 to $50 million

 

The Company’s 2025 guidance is subject to risks and uncertainties more fully described in this press release and in the Company’s filings with the Securities and Exchange Commission (the “SEC”).

 

(1)As issued on April 22, 2025.
(2)The Company does not provide guidance with respect to the most directly comparable GAAP financial measure or provide reconciliations to GAAP from its forward-looking non-GAAP financial measure of AFFO per share guidance due to the inherent difficulty of forecasting the effect, timing and significance of certain amounts in the reconciliation that would be required by Item 10(e)(1)(i)(B) of Regulation S-K. Examples of these amounts include impairments of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions or developments. In addition, certain non-recurring items may also significantly affect net income but are generally adjusted for in AFFO. Based on our historical experience, the dollar amounts of these items could be significant and could have a material impact on the Company’s GAAP results for the guidance period.
(3)Adjusted revenue excludes the impact of the amortization of above and below market lease intangibles.

 

3

 

 

CEO Comments

 

"We are very pleased with our strong performance during the first half of the year,” said Joey Agree, President and Chief Executive Officer. “During the quarter, we strategically raised over $800 million of debt and equity capital, bolstering our fortress balance sheet which now has $2.3 billion of liquidity. Given the continued strong performance of our portfolio, our fully funded balance sheet, and increasing activity across all three external growth platforms, we are increasing full-year 2025 investment guidance to a range of $1.4 billion to $1.6 billion and raising 2025 AFFO per share guidance to a range of $4.29 to $4.32.”

 

Portfolio Update

 

As of June 30, 2025, the Company’s portfolio consisted of 2,513 properties located in all 50 states and contained approximately 52.0 million square feet of gross leasable area. At quarter end, the portfolio was approximately 99.6% leased, had a weighted-average remaining lease term of approximately 8.0 years, and generated 67.8% of annualized base rents from investment grade retail tenants.

 

Ground Lease Portfolio

 

During the second quarter, the Company acquired one ground lease for an aggregate purchase price of approximately $3.8 million, representing 1.0% of annualized base rents acquired.

 

As of June 30, 2025, the Company’s ground lease portfolio consisted of 232 leases located in 37 states and totaled approximately 6.4 million square feet of gross leasable area. Properties ground leased to tenants represented 10.3% of annualized base rents.

 

At quarter end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 9.4 years, and generated 88.1% of annualized base rents from investment grade retail tenants.

 

Acquisitions

 

Total acquisition volume for the second quarter was approximately $327.5 million and included 91 properties net leased to leading retailers operating in sectors including auto parts, general merchandise, grocery stores, off-price, farm and rural supply, crafts and novelties, and tire and auto service. The properties are located in 29 states and leased to tenants operating in 21 sectors.

 

The properties were acquired at a weighted-average capitalization rate of 7.1% and had a weighted-average remaining lease term of approximately 12.2 years. Approximately 53.3% of annualized base rents acquired were generated from investment grade retail tenants.

 

For the six months ended June 30, 2025, total acquisition volume was approximately $686.4 million. The 137 acquired properties are located in 36 states and leased to tenants who operate in 25 retail sectors. The properties were acquired at a weighted-average capitalization rate of 7.2% and had a weighted-average remaining lease term of approximately 12.8 years. Approximately 61.4% of annualized base rents were generated from investment grade retail tenants.

 

Dispositions

 

During the second quarter, the Company sold four properties for gross proceeds of approximately $6.2 million. During the six months ended June 30, 2025, the Company sold five properties for gross proceeds of approximately $8.7 million.

 

The Company anticipates disposition volume for the full year 2025 to be between $10 million and $50 million.

 

4

 

 

Development and Developer Funding Platform

 

During the second quarter, the Company commenced one development or DFP project, with total anticipated costs of approximately $8.6 million. Construction continued during the quarter on 14 projects with anticipated costs totaling approximately $90.4 million. The Company completed four projects during the quarter with total costs of approximately $13.4 million.

 

For the six months ended June 30, 2025, the Company had 25 development or DFP projects completed or under construction with anticipated total costs of approximately $139.6 million. The projects are leased to leading retailers including TJX Companies, Burlington, 7-Eleven, Boot Barn, Starbucks, Gerber Collision, and Sunbelt Rentals.

 

The following table presents estimated costs for the Company's active or completed development and DFP projects for the six months ended June 30, 2025:

 

Quarter of Delivery  Number of
Projects
   Costs Funded
to Date
   Remaining
Funding Costs
   Anticipated
Total Project
Costs
 
Q1 2025   6   $27,234   $-   $27,234 
Q2 2025   4    13,403    -    13,403 
Q3 2025   7    33,332    15,199    48,531 
Q4 2025   5    17,776    12,557    30,333 
Q1 2026   1    1,934    11,847    13,781 
Q2 2026   1    1,523    1,127    2,650 
Q4 2026   1    2,473    1,227    3,700 
Total   25   $97,675   $41,957   $139,632 

 

Development and DFP project costs are in thousands; any differences are the result of rounding. Costs Funded to Date may include adjustments related to completed projects to arrive at the correct Anticipated Total Project Costs.

 

5

 

 

Leasing Activity and Expirations

 

During the second quarter, the Company executed new leases, extensions or options on approximately 948,000 square feet of gross leasable area throughout the existing portfolio. Notable new leases, extensions or options included a 218,000-square foot Walmart Supercenter in Franklin, Ohio, a 58,000-square foot Best Buy in Palmdale, California, and five geographically diverse leases with TJX Companies comprising over 125,000-square feet.

 

For the six months ended June 30, 2025, the Company executed new leases, extensions or options on approximately 1.5 million square feet of gross leasable area throughout the existing portfolio.

 

As of June 30, 2025, the Company’s 2025 lease maturities represented 0.4% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of June 30, 2025, assuming no tenants exercise renewal options:

 

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

Gross
Leasable Area

   Percent of Gross
Leasable Area
 
2025   16   $2,601    0.4%   230    0.4%
2026   91    19,751    2.9%   2,057    4.0%
2027   165    37,322    5.5%   3,489    6.7%
2028   177    46,400    6.9%   4,057    7.8%
2029   210    66,393    9.8%   6,268    12.1%
2030   323    69,766    10.3%   5,819    11.2%
2031   210    51,540    7.6%   3,845    7.4%
2032   243    50,883    7.5%   3,679    7.1%
2033   220    50,298    7.5%   3,935    7.6%
2034   216    49,913    7.4%   3,339    6.4%
Thereafter   833    229,674    34.2%   15,056    29.3%
Total Portfolio   2,704   $674,541    100.0%   51,774    100.0%

 

The contractual lease expirations presented above exclude the effect of replacement tenant leases that had been executed as of June 30, 2025, but that had not yet commenced. Annualized Base Rent and gross leasable area (square feet) are in thousands; any differences are the result of rounding.

(1)Annualized Base Rent represents the annualized amount of contractual minimum rent required by tenant lease agreements as of June 30, 2025, computed on a straight-line basis. Annualized Base Rent is not, and is not intended to be, a presentation in accordance with generally accepted accounting principles (“GAAP”). The Company believes annualized contractual minimum rent is useful to management, investors, and other interested parties in analyzing concentrations and leasing activity.

 

6

 

 

Top Tenants

 

The Company added Genuine Parts Company (NAPA Auto Parts) to its top tenants during the second quarter of 2025. The following table presents annualized base rents for all tenants that represent 1.5% or greater of the Company’s total annualized base rent as of June 30, 2025:

 

Tenant   Annualized
Base Rent(1)
    Percent of
Annualized Base Rent
 
Walmart   $ 40,287       6.0 %
Tractor Supply     32,580       4.8 %
Dollar General     28,437       4.2 %
Best Buy     21,721       3.2 %
O'Reilly Auto Parts     20,724       3.1 %
Kroger     20,534       3.0 %
TJX Companies     20,068       3.0 %
CVS     20,027       3.0 %
Hobby Lobby     19,097       2.8 %
Dollar Tree     18,618       2.8 %
Lowe's     17,884       2.7 %
Gerber Collision     15,386       2.3 %
Sunbelt Rentals     15,321       2.3 %
7-Eleven     14,690       2.2 %
Burlington     14,653       2.2 %
Sherwin-Williams     12,439       1.8 %
Home Depot     11,384       1.7 %
Genuine Parts Company (NAPA Auto Parts)     11,144       1.7 %
Wawa     10,410       1.5 %
Other(2)     309,137       45.7 %
Total Portfolio   $ 674,541       100.0 %

 

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

Bolded and italicized tenants represent additions for the three months ended June 30, 2025.

(1) Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.

(2) Includes tenants generating less than 1.5% of Annualized Base Rent.

 

7

 

 

Retail Sectors

 

The following table presents annualized base rents for all the Company’s retail sectors as of June 30, 2025:

 

Sector   Annualized
Base Rent(1)
    Percent of
Annualized Base Rent
 
Grocery Stores   $ 71,484       10.6 %
Home Improvement     59,248       8.8 %
Tire and Auto Service     51,757       7.7 %
Convenience Stores     51,271       7.6 %
Auto Parts     46,950       7.0 %
Dollar Stores     45,511       6.7 %
Off-Price Retail     40,304       6.0 %
General Merchandise     35,732       5.3 %
Farm and Rural Supply     34,351       5.1 %
Consumer Electronics     25,316       3.8 %
Pharmacy     24,978       3.7 %
Crafts and Novelties     21,416       3.2 %
Health Services     16,853       2.5 %
Warehouse Clubs     16,809       2.5 %
Equipment Rental     16,377       2.4 %
Discount Stores     15,653       2.3 %
Dealerships     15,078       2.2 %
Health and Fitness     13,557       2.0 %
Restaurants - Quick Service     13,087       1.9 %
Specialty Retail     9,612       1.4 %
Sporting Goods     9,293       1.4 %
Financial Services     7,388       1.1 %
Restaurants - Casual Dining     5,716       0.8 %
Home Furnishings     4,700       0.7 %
Shoes     4,134       0.6 %
Theaters     3,976       0.6 %
Pet Supplies     3,782       0.6 %
Beauty and Cosmetics     3,493       0.5 %
Entertainment Retail     2,651       0.4 %
Apparel     2,161       0.3 %
Miscellaneous     1,279       0.2 %
Office Supplies     624       0.1 %
Total Portfolio   $ 674,541       100.0 %

 

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

(1) Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.

 

8

 

 

Geographic Diversification

 

The following table presents annualized base rents for all states that represent 1.5% or greater of the Company’s total annualized base rent as of June 30, 2025:

 

State   Annualized
Base Rent(1)
    Percent of
Annualized Base Rent
 
Texas   $ 48,361       7.2 %
Illinois     40,548       6.0 %
Michigan     36,528       5.4 %
Ohio     34,177       5.1 %
Pennsylvania     33,539       5.0 %
Florida     33,237       4.9 %
New York     32,792       4.9 %
North Carolina     32,419       4.8 %
California     29,212       4.3 %
Georgia     25,976       3.9 %
New Jersey     24,194       3.6 %
Wisconsin     19,780       2.9 %
Missouri     18,562       2.8 %
Louisiana     18,449       2.7 %
Virginia     16,980       2.5 %
South Carolina     15,864       2.4 %
Kansas     15,556       2.3 %
Mississippi     15,502       2.3 %
Minnesota     14,065       2.1 %
Connecticut     13,474       2.0 %
Indiana     12,861       1.9 %
Massachusetts     12,727       1.9 %
Tennessee     12,686       1.9 %
Alabama     11,244       1.7 %
Oklahoma     10,488       1.6 %
Other(2)     95,320       13.9 %
Total Portfolio   $ 674,541       100.0 %

 

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

(1) Refer to footnote 1 on page 6 for the Company’s definition of Annualized Base Rent.

(2) Includes states generating less than 1.5% of Annualized Base Rent.

 

9

 

 

Capital Markets, Liquidity and Balance Sheet

 

Capital Markets

 

In April 2025, the Company completed a follow-on public offering of approximately 5.2 million shares of common stock, including the full exercise of the underwriters' option to purchase additional shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of $387.2 million after deducting fees and making certain other adjustments as provided in the equity distribution agreements.

 

In May 2025, the Company completed a $400 million public bond offering of 5.60% senior unsecured notes due 2035 (the "Notes"). In connection with the offering, the Company terminated related swap agreements of $325 million, receiving $13.6 million upon termination. Considering the effect of the terminated swap agreements, the all-in rate to the Company for the Notes is 5.35%.

 

During the second quarter, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 0.4 million shares of common stock for net proceeds of $27.4 million. Additionally, the Company settled 0.7 million shares under existing forward sale agreements for net proceeds of $41.2 million.

 

The following table presents the Company’s outstanding forward equity offerings as of June 30, 2025:

 

Forward Equity
Offerings
  Shares
Sold
   Shares
Settled
   Shares
Remaining
   Net Proceeds
Received
   Anticipated Net
Proceeds
Remaining
 
Q3 2024 ATM Forward Offerings   6,602,317    2,869,424    3,732,893   $196,707,425   $271,392,061 
Q4 2024 ATM Forward Offerings   739,013    -    739,013    -    55,081,875 
October 2024 Forward Offering   5,060,000    -    5,060,000    -    366,942,092 
Q1 2025 ATM Forward Offerings   2,408,201    -    2,408,201    -    181,396,169 
Q2 2025 ATM Forward Offerings   362,021    -    362,021    -    27,384,328 
April 2025 Forward Offering   5,175,000    -    5,175,000    -    387,195,570 
Total Forward Equity Offerings   20,346,552    2,869,424    17,477,128   $196,707,425   $1,289,392,095 

 

Liquidity

 

As of June 30, 2025, the Company had total liquidity of $2.3 billion, which includes $1.0 billion of availability under its revolving credit facility after adjusting for outstanding commercial paper notes and revolver borrowings, $1.3 billion of outstanding forward equity, and $8.9 million of cash on hand. The Company’s $1.25 billion revolving credit facility includes an accordion option that allows the Company to request additional lender commitments of up to a total of $2.0 billion.

 

Balance Sheet

 

As of June 30, 2025, the Company’s net debt to recurring EBITDA was 5.2 times. The Company’s proforma net debt to recurring EBITDA was 3.1 times when deducting the $1.3 billion of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $3.2 billion as of June 30, 2025. The Company’s fixed charge coverage ratio was 4.2 times at quarter end.

 

The Company’s total debt to enterprise value was 28.2% as of June 30, 2025. Enterprise value is calculated as the sum of net debt, the liquidation value of the Company’s preferred stock, and the market value of the Company’s outstanding shares of common stock, assuming conversion of Agree Limited Partnership (the “Operating Partnership” or “OP”) common units into common stock of the Company.

 

10

 

 

For the three months and six months ended June 30, 2025, the Company's fully diluted weighted-average shares outstanding were 110.4 million and 109.0 million, respectively. The basic weighted-average shares outstanding for the three and six months ended June 30, 2025 were 109.8 million and 108.4 million, respectively.

 

For the three months and six months ended June 30, 2025, the Company's fully diluted weighted-average shares and units outstanding were 110.7 million and 109.3 million, respectively. The basic weighted-average shares and units outstanding for the three and six months ended June 30, 2025 were 110.1 million and 108.8 million, respectively.

 

The Company’s assets are held by, and its operations are conducted through, the Operating Partnership, of which the Company is the sole general partner. As of June 30, 2025, there were 347,619 Operating Partnership common units outstanding, and the Company held a 99.7% common interest in the Operating Partnership.

 

Conference Call/Webcast

 

The Company will host its quarterly analyst and investor conference call on Friday, August 1, 2025 at 9:00 AM ET. To participate in the conference call, please dial (800) 715-9871 approximately ten minutes before the call begins.

 

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

 

About Agree Realty Corporation

 

Agree Realty Corporation is a publicly traded real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants. As of June 30, 2025, the Company owned and operated a portfolio of 2,513 properties, located in all 50 states and containing approximately 52.0 million square feet of gross leasable area. The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”. For additional information on the Company and RETHINKING RETAIL, please visit www.agreerealty.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or other similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, including those set forth under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and subsequent quarterly reports filed with the SEC. The forward-looking statements included in this press release are made as of the date hereof. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, changes in the Company’s expectations or assumptions or otherwise.

 

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

 

11

 

 

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

 

The Company defines the "all-in rate" as the interest rate that reflects the straight-line amortization of the terminated swap agreements and original issuance discount, as applicable.

 

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

 

###

 

Contact:

 

Peter Coughenour

Chief Financial Officer

Agree Realty Corporation

(248) 737-4190

 

12

 

 

Agree Realty Corporation

Consolidated Balance Sheet

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

(Unaudited)

 

   June 30, 2025   December 31, 2024 
Assets:          
Real Estate Investments:          
Land  $2,663,023   $2,514,167 
Buildings   5,872,397    5,412,564 
Less accumulated depreciation   (638,960)   (564,429)
Property under development   62,165    55,806 
Net real estate investments   7,958,625    7,418,108 
Real estate held for sale, net   3,473    - 
Cash and cash equivalents   5,824    6,399 
Cash held in escrows   3,087    - 
Accounts receivable - tenants, net   108,117    106,416 
Lease intangibles, net of accumulated amortization of $517,216 and $461,419 at June 30, 2025 and December 31, 2024, respectively   923,092    864,937 
Other assets, net   82,526    90,586 
Total Assets  $9,084,744   $8,486,446 
           
Liabilities:          
Mortgage notes payable, net   41,886    42,210 
Unsecured term loans, net   347,767    347,452 
Senior unsecured notes, net   2,582,892    2,237,759 
Unsecured revolving credit facility and commercial paper notes   247,000    158,000 
Dividends and distributions payable   29,039    27,842 
Accounts payable, accrued expenses, and other liabilities   132,089    116,273 
Lease intangibles, net of accumulated amortization of $48,389 and $46,003 at June 30, 2025 and December 31, 2024, respectively   49,667    46,249 
Total Liabilities  $3,430,340   $2,975,785 
           
Equity:          
Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized, 7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at June 30, 2025 and December 31, 2024   175,000    175,000 
Common stock, $.0001 par value, 360,000,000 and 180,000,000 shares authorized, 110,666,238 and 107,248,705 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively   11    10 
Additional paid-in-capital   5,992,510    5,765,582 
Dividends in excess of net income   (545,372)   (470,622)
Accumulated other comprehensive income   31,891    40,076 
Total equity - Agree Realty Corporation  $5,654,040   $5,510,046 
Non-controlling interest   364    615 
Total Equity  $5,654,404   $5,510,661 
Total Liabilities and Equity  $9,084,744   $8,486,446 

 

13

 

 

Agree Realty Corporation

Consolidated Statements of Operations and Comprehensive Income

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

(Unaudited)

 

  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2025   2024   2025   2024 
Revenues                
Rental Income  $175,397   $152,424   $344,510   $301,847 
Other   130    151    177    182 
Total Revenues  $175,527   $152,575   $344,687   $302,029 
                     
Operating Expenses                    
Real estate taxes  $12,833   $10,721   $24,346   $21,422 
Property operating expenses   8,416    6,487    16,797    13,860 
Land lease expense   550    415    1,036    830 
General and administrative   11,332    9,707    22,104    19,222 
Depreciation and amortization   58,939    50,454    114,693    98,917 
Provision for impairment   2,961    -    7,292    4,530 
Total Operating Expenses  $95,031   $77,784   $186,268   $158,781 
                     
Gain on sale of assets, net   1,510    7,156    2,282    9,252 
Gain (loss) on involuntary conversion, net   -    20    -    (35)
                     
Income from Operations  $82,006   $81,967   $160,701   $152,465 
                     
Other (Expense) Income                    
Interest expense, net  $(32,274)  $(26,416)  $(63,037)  $(50,867)
Income and other tax expense   (425)   (1,004)   (1,250)   (2,154)
Other (expense) income   46    366    87    483 
                     
Net Income  $49,353   $54,913   $96,501   $99,927 
                     
Less net income attributable to non-controlling interest   155    189    307    344 
                     
Net Income Attributable to Agree Realty Corporation  $49,198   $54,724   $96,194   $99,583 
                     
Less Series A Preferred Stock Dividends   1,859    1,859    3,718    3,718 
                     
Net Income Attributable to Common Stockholders  $47,339   $52,865   $92,476   $95,865 
                     
Net Income Per Share Attributable to Common Stockholders                    
Basic  $0.43   $0.53   $0.85   $0.95 
Diluted  $0.43   $0.52   $0.85   $0.95 
                     
Other Comprehensive Income                    
Net Income  $49,353   $54,913   $96,501   $99,927 
Amortization of interest rate swaps   (880)   (675)   (1,616)   (1,305)
Change in fair value and settlement of interest rate swaps   3,435    4,172    (6,596)   15,716 
Total Comprehensive Income   51,908    58,410    88,289    114,338 
Less comprehensive income attributable to non-controlling interest   163    201    280    394 
Comprehensive Income Attributable to Agree Realty Corporation  $51,745   $58,209   $88,009   $113,944 
                     
Weighted Average Number of Common Shares Outstanding - Basic   109,758,046    100,349,943    108,419,011    100,319,591 
Weighted Average Number of Common Shares Outstanding - Diluted   110,377,221    100,454,703    108,996,422    100,415,466 

 

14

 

 

Agree Realty Corporation

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

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

(Unaudited)

 

  

Three months ended

June 30,

  

Six months ended
June 30,

 
   2025   2024   2025   2024 
Net Income  $49,353   $54,913   $96,501   $99,927 
Less Series A Preferred Stock Dividends   1,859    1,859    3,718    3,718 
Net Income attributable to OP Common Unitholders   47,494    53,054    92,783    96,209 
Depreciation of rental real estate assets   38,698    33,531    75,861    65,497 
Amortization of lease intangibles - in-place leases and leasing costs   19,679    16,424    37,743    32,420 
Provision for impairment   2,961    -    7,292    4,530 
(Gain) loss on sale or involuntary conversion of assets, net   (1,510)   (7,176)   (2,282)   (9,217)
Funds from Operations - OP Common Unitholders  $107,322   $95,833   $211,397   $189,439 
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net   8,620    8,381    17,250    16,759 
Core Funds from Operations - OP Common Unitholders  $115,942   $104,214   $228,647   $206,198 
Straight-line accrued rent   (3,789)   (3,496)   (7,798)   (6,343)
Stock based compensation expense   3,259    2,789    6,388    5,213 
Amortization of financing costs and original issue discounts   1,703    1,302    3,315    2,488 
Non-real estate depreciation   562    499    1,089    1,000 
Adjusted Funds from Operations - OP Common Unitholders  $117,677   $105,308   $231,641   $208,556 
                     
Funds from Operations Per Common Share and OP Unit - Basic  $0.97   $0.95   $1.94   $1.88 
Funds from Operations Per Common Share and OP Unit - Diluted  $0.97   $0.95   $1.93   $1.88 
                     
Core Funds from Operations Per Common Share and OP Unit - Basic  $1.05   $1.03   $2.10   $2.05 
Core Funds from Operations Per Common Share and OP Unit - Diluted  $1.05   $1.03   $2.09   $2.05 
                     
Adjusted Funds from Operations Per Common Share and OP Unit - Basic  $1.07   $1.05   $2.13   $2.07 
Adjusted Funds from Operations Per Common Share and OP Unit - Diluted  $1.06   $1.04   $2.12   $2.07 
                     
Weighted Average Number of Common Shares and OP Units Outstanding - Basic   110,105,665    100,697,562    108,766,630    100,667,210 
Weighted Average Number of Common Shares and OP Units Outstanding - Diluted   110,724,840    100,802,322    109,344,041    100,763,085 
                     
Additional supplemental disclosure                    
Scheduled principal repayments  $254   $239   $505   $474 
Capitalized interest   497    398    939    701 
Capitalized building improvements   2,762    3,296    3,362    3,789 

 

Non-GAAP Financial Measures

 

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

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

 

Core Funds from Operations (“Core FFO”)
The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of acquisition purchase price related to above- and below- market lease intangibles and discount on assumed debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net-leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties. Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

 

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

 

15

 

 

Agree Realty Corporation

Reconciliation of Non-GAAP Financial Measures

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

(Unaudited)

 

   Three months ended
June 30,
 
   2025 
Mortgage notes payable, net  $41,886 
Unsecured term loan, net   347,767 
Senior unsecured notes, net   2,582,892 
Unsecured revolving credit facility and commercial paper notes   247,000 
Total Debt per the Consolidated Balance Sheet  $3,219,545 
      
Unamortized debt issuance costs and discounts, net   30,854 
Total Debt  $3,250,399 
      
Cash and cash equivalents  $(5,824)
Cash held in escrows   (3,087)
Net Debt  $3,241,488 
      
Anticipated Net Proceeds from Forward Equity Offerings   (1,289,392)
Proforma Net Debt  $1,952,096 
      
Net Income  $49,353 
Interest expense, net   32,274 
Income and other tax expense   425 
Depreciation of rental real estate assets   38,698 
Amortization of lease intangibles - in-place leases and leasing costs   19,679 
Non-real estate depreciation   562 
Provision for Impairment   2,961 
(Gain) loss on sale or involuntary conversion of assets, net   (1,510)
EBITDAre  $142,442 
      
Run-Rate Impact of Investment, Disposition and Leasing Activity  $4,356 
Amortization of above (below) market lease intangibles, net   8,537 
Recurring EBITDA  $155,335 
      
Annualized Recurring EBITDA  $621,340 
      
Total Debt per the Consolidated Balance Sheet to Annualized Net Income   16.5x
      
Net Debt to Recurring EBITDA   5.2x
      
Proforma Net Debt to Recurring EBITDA   3.1x

 

Non-GAAP Financial Measures

 

Total Debt and Net Debt

 

The Company defines Total Debt as debt per the consolidated balance sheet excluding unamortized debt issuance costs, original issue discounts and debt discounts. Net Debt is defined as Total Debt less cash, cash equivalents and cash held in escrows. The Company considers the non-GAAP measures of Total Debt and Net Debt to be key supplemental measures of the Company's overall liquidity, capital structure and leverage because they provide industry analysts, lenders and investors useful information in understanding our financial condition. The Company's calculation of Total Debt and Net Debt may not be comparable to Total Debt and Net Debt reported by other REITs that interpret the definitions differently than the Company. The Company presents Net Debt on both an actual and proforma basis, assuming the net proceeds of the Forward Offerings (see below) are used to pay down debt. The Company believes the proforma measure may be useful to investors in understanding the potential effect of the Forward Offerings on the Company's capital structure, its future borrowing capacity, and its ability to service its debt.

 

Forward Offerings

 

The Company has 17,477,128 shares remaining to be settled under the Forward Equity Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $1.3 billion based on the applicable forward sale price as of June 30, 2025. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the offerings by certain dates between August 2025 and October 2026.

 

EBITDAre

 

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

 

Recurring EBITDA

 

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

 

Annualized Net Income

 

Represents net income for the three months ended June 30, 2025, on an annualized basis.

 

16

 

 

Agree Realty Corporation

Rental Income

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

(Unaudited)

 

  

Three months ended

June 30,

  

Six months ended
June 30,

 
   2025   2024   2025   2024 
Rental Income Source(1)                    
Minimum rents(2)  $160,205   $140,945   $314,211   $277,979 
Percentage rents(2)   557    337    2,113    1,705 
Operating cost reimbursement(2)   19,383    15,943    37,471    32,412 
Straight-line rental adjustments(3)   3,789    3,496    7,798    6,343 
Amortization of (above) below market lease intangibles(4)   (8,537)   (8,297)   (17,083)   (16,592)
Total Rental Income  $175,397   $152,424   $344,510   $301,847 

 

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

 

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

 

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

 

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

 

17