UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10‑Q
Mark One
☒ |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2019, 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.
Yes ☒ |
No ◻ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ |
No ◻ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large Accelerated Filer ☒ |
Accelerated Filer ◻ |
Non-accelerated Filer ◻ |
Smaller reporting company ◻ |
Emerging growth company ◻ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).
Yes ◻ |
No ☒ |
As of April 18, 2019, the Registrant had 38,467,282 shares of common stock, $0.0001 par value, issued and outstanding.
AGREE REALTY CORPORATION
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
(Unaudited)
|
|
March 31, |
|
December 31, |
||
|
|
2019 |
|
2018 |
||
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
Real Estate Investments |
|
|
|
|
|
|
Land |
|
$ |
588,295 |
|
$ |
553,704 |
Buildings |
|
|
1,287,700 |
|
|
1,194,985 |
Less accumulated depreciation |
|
|
(106,670) |
|
|
(100,312) |
|
|
|
1,769,325 |
|
|
1,648,377 |
Property under development |
|
|
11,444 |
|
|
12,957 |
Net Real Estate Investments |
|
|
1,780,769 |
|
|
1,661,334 |
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
|
22,325 |
|
|
53,955 |
|
|
|
|
|
|
|
Cash Held in Escrows |
|
|
3,024 |
|
|
20 |
|
|
|
|
|
|
|
Accounts Receivable - Tenants |
|
|
23,695 |
|
|
21,547 |
|
|
|
|
|
|
|
Lease intangibles, net of accumulated amortization of |
|
|
|
|
|
|
$68,985 and $62,543 at March 31, 2019 and December 31, 2018, respectively |
|
|
289,928 |
|
|
280,153 |
|
|
|
|
|
|
|
Other Assets, net |
|
|
30,596 |
|
|
11,180 |
|
|
|
|
|
|
|
Total Assets |
|
$ |
2,150,337 |
|
$ |
2,028,189 |
See accompanying notes to condensed consolidated financial statements.
1
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
(Unaudited)
|
|
March 31, |
|
December 31, |
||
|
|
2019 |
|
2018 |
||
LIABILITIES |
|
|
|
|
|
|
Mortgage Notes Payable, net |
|
$ |
60,303 |
|
$ |
60,926 |
|
|
|
|
|
|
|
Unsecured Term Loans, net |
|
|
256,244 |
|
|
256,419 |
|
|
|
|
|
|
|
Senior Unsecured Notes, net |
|
|
384,117 |
|
|
384,064 |
|
|
|
|
|
|
|
Unsecured Revolving Credit Facility |
|
|
71,000 |
|
|
19,000 |
|
|
|
|
|
|
|
Dividends and Distributions Payable |
|
|
21,535 |
|
|
21,031 |
|
|
|
|
|
|
|
Accounts Payable, Accrued Expenses, and Other Liabilities |
|
|
39,843 |
|
|
21,045 |
|
|
|
|
|
|
|
Lease intangibles, net of accumulated amortization of |
|
|
|
|
|
|
$16,291 and $15,177 at March 31, 2019 and December 31, 2018, respectively |
|
|
27,873 |
|
|
27,218 |
|
|
|
|
|
|
|
Total Liabilities |
|
|
860,915 |
|
|
789,703 |
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
Common stock, $.0001 par value, 45,000,000 shares authorized, 38,454,782 and 37,545,790 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively |
|
|
4 |
|
|
4 |
Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized |
|
|
— |
|
|
— |
Additional paid-in-capital |
|
|
1,334,952 |
|
|
1,277,592 |
Dividends in excess of net income |
|
|
(45,940) |
|
|
(42,945) |
Accumulated other comprehensive income |
|
|
(1,950) |
|
|
1,424 |
|
|
|
|
|
|
|
Total Equity - Agree Realty Corporation |
|
|
1,287,066 |
|
|
1,236,075 |
Non-controlling interest |
|
|
2,356 |
|
|
2,411 |
Total Equity |
|
|
1,289,422 |
|
|
1,238,486 |
|
|
|
|
|
|
|
Total Liabilities and Equity |
|
$ |
2,150,337 |
|
$ |
2,028,189 |
See accompanying notes to condensed consolidated financial statements.
2
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except share and per-share data)
(Unaudited)
|
|
Three Months Ended |
||||
|
|
March 31, 2019 |
|
March 31, 2018 |
||
Revenues |
|
|
|
|
|
|
Rental Income |
|
$ |
42,345 |
|
$ |
32,280 |
Other |
|
|
3 |
|
|
46 |
Total Revenues |
|
|
42,348 |
|
|
32,326 |
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
Real estate taxes |
|
|
3,622 |
|
|
2,377 |
Property operating expenses |
|
|
1,739 |
|
|
1,516 |
Land lease expense |
|
|
195 |
|
|
163 |
General and administrative |
|
|
4,035 |
|
|
2,862 |
Depreciation and amortization |
|
|
9,864 |
|
|
7,761 |
Provision for impairment |
|
|
416 |
|
|
— |
Total Operating Expenses |
|
|
19,871 |
|
|
14,679 |
|
|
|
|
|
|
|
Income from Operations |
|
|
22,477 |
|
|
17,647 |
|
|
|
|
|
|
|
Other (Expense) Income |
|
|
|
|
|
|
Interest expense, net |
|
|
(7,558) |
|
|
(5,465) |
Gain (loss) on sale of assets, net |
|
|
3,427 |
|
|
4,598 |
Income tax benefit (expense) |
|
|
170 |
|
|
(50) |
Other (expense) income |
|
|
— |
|
|
(94) |
Net Income |
|
|
18,516 |
|
|
16,636 |
|
|
|
|
|
|
|
Less Net Income Attributable to Non-Controlling Interest |
|
|
169 |
|
|
185 |
|
|
|
|
|
|
|
Net Income Attributable to Agree Realty Corporation |
|
$ |
18,347 |
|
$ |
16,451 |
|
|
|
|
|
|
|
Net Income Per Share Attributable to Agree Realty Corporation |
|
|
|
|
|
|
Basic |
|
$ |
0.49 |
|
$ |
0.53 |
Diluted |
|
$ |
0.48 |
|
$ |
0.53 |
|
|
|
|
|
|
|
Other Comprehensive Income |
|
|
|
|
|
|
Net income |
|
$ |
18,516 |
|
$ |
16,636 |
Other Comprehensive Income (Loss) - Change in Fair Value of Interest Rate Swaps |
|
|
(3,405) |
|
|
1,920 |
Total Comprehensive Income |
|
|
15,111 |
|
|
18,556 |
Less Comprehensive Income Attributable to Non-Controlling Interest |
|
|
138 |
|
|
206 |
|
|
|
|
|
|
|
Comprehensive Income Attributable to Agree Realty Corporation |
|
$ |
14,973 |
|
$ |
18,350 |
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding - Basic |
|
|
37,487,851 |
|
|
30,801,471 |
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding - Diluted |
|
|
38,320,307 |
|
|
30,851,058 |
See accompanying notes to condensed consolidated financial statements.
3
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(In thousands, except share and per-share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends in |
|
Other |
|
|
|
|
|
|
||
|
|
Common Stock |
|
Additional |
|
excess of net |
|
Comprehensive |
|
Non-Controlling |
|
Total |
||||||||
|
|
Shares |
|
Amount |
|
Paid-In Capital |
|
income |
|
Income (Loss) |
|
Interest |
|
Equity |
||||||
Balance, December 31, 2018 |
|
37,545,790 |
|
$ |
4 |
|
$ |
1,277,592 |
|
$ |
(42,945) |
|
$ |
1,424 |
|
$ |
2,411 |
|
$ |
1,238,486 |
Issuance of common stock, net of issuance costs |
|
874,268 |
|
|
— |
|
|
57,845 |
|
|
— |
|
|
— |
|
|
— |
|
|
57,845 |
Repurchase of common shares |
|
(21,868) |
|
|
— |
|
|
(1,398) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,398) |
Issuance of restricted stock under the Omnibus Incentive Plan |
|
56,592 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Stock-based compensation |
|
— |
|
|
— |
|
|
913 |
|
|
— |
|
|
— |
|
|
— |
|
|
913 |
Dividends and distributions declared for the period |
|
— |
|
|
— |
|
|
— |
|
|
(21,342) |
|
|
— |
|
|
(193) |
|
|
(21,535) |
Other comprehensive income (loss) - change in fair value of interest rate swaps |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,374) |
|
|
(31) |
|
|
(3,405) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
18,347 |
|
|
— |
|
|
169 |
|
|
18,516 |
Balance, March 31, 2019 |
|
38,454,782 |
|
$ |
4 |
|
$ |
1,334,952 |
|
$ |
(45,940) |
|
$ |
(1,950) |
|
$ |
2,356 |
|
$ |
1,289,422 |
See accompanying notes to condensed consolidated financial statements.
4
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(In thousands, except share and per-share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends in |
|
Other |
|
|
|
|
|
|
||
|
|
Common Stock |
|
Additional |
|
excess of net |
|
Comprehensive |
|
Non-Controlling |
|
Total |
||||||||
|
|
Shares |
|
Amount |
|
Paid-In Capital |
|
income |
|
Income (Loss) |
|
Interest |
|
Equity |
||||||
Balance, December 31, 2017 |
|
31,004,900 |
|
$ |
3 |
|
$ |
936,046 |
|
$ |
(28,763) |
|
$ |
1,375 |
|
$ |
2,529 |
|
$ |
911,190 |
Issuance of common stock, net of issuance costs |
|
— |
|
|
— |
|
|
(93) |
|
|
— |
|
|
— |
|
|
— |
|
|
(93) |
Repurchase of common shares |
|
(22,071) |
|
|
— |
|
|
(1,074) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,074) |
Issuance of restricted stock under the Omnibus Incentive Plan |
|
50,841 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Forfeiture of restricted stock |
|
(411) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Stock-based compensation |
|
— |
|
|
— |
|
|
602 |
|
|
— |
|
|
— |
|
|
— |
|
|
602 |
Dividends and distributions declared for the period |
|
— |
|
|
— |
|
|
— |
|
|
(16,137) |
|
|
— |
|
|
(181) |
|
|
(16,318) |
Other comprehensive income (loss) - change in fair value of interest rate swaps |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,899 |
|
|
21 |
|
|
1,920 |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
16,451 |
|
|
— |
|
|
185 |
|
|
16,636 |
Balance, March 31, 2018 |
|
31,033,259 |
|
$ |
3 |
|
$ |
935,481 |
|
$ |
(28,449) |
|
$ |
3,274 |
|
$ |
2,554 |
|
$ |
912,863 |
See accompanying notes to condensed consolidated financial statements.
5
AGREE REALTY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Three Months Ended |
||||
|
|
March 31, 2019 |
|
March 31, 2018 |
||
Cash Flows from Operating Activities |
|
|
|
|
|
|
Net income |
|
$ |
18,516 |
|
$ |
16,636 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
9,864 |
|
|
7,761 |
Amortization from above (below) lease intangibles, net |
|
|
3,276 |
|
|
2,243 |
Amortization from financing and credit facility costs |
|
|
325 |
|
|
267 |
Stock-based compensation |
|
|
913 |
|
|
602 |
Provision for impairment |
|
|
416 |
|
|
— |
(Gain) loss on sale of assets |
|
|
(3,427) |
|
|
(4,598) |
(Increase) decrease in accounts receivable |
|
|
(2,148) |
|
|
(2,817) |
(Increase) decrease in other assets |
|
|
(1,169) |
|
|
83 |
Increase (decrease) in accounts payable, accrued expenses, and other liabilities |
|
|
(3,059) |
|
|
(2,363) |
Net Cash Provided by Operating Activities |
|
|
23,507 |
|
|
17,814 |
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
Acquisition of real estate investments and other assets |
|
|
(142,269) |
|
|
(99,392) |
Development of real estate investments and other assets |
|
|
|
|
|
|
(including capitalized interest of $90 in 2019 and $144 in 2018) |
|
|
(6,116) |
|
|
(4,843) |
Payment of leasing costs |
|
|
(100) |
|
|
(10) |
Net proceeds from sale of assets |
|
|
9,834 |
|
|
20,044 |
Net Cash Used In Investing Activities |
|
|
(138,651) |
|
|
(84,201) |
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
Proceeds from common stock offerings, net |
|
|
57,845 |
|
|
(93) |
Repurchase of common shares |
|
|
(1,398) |
|
|
(1,074) |
Unsecured revolving credit facility borrowings (repayments), net |
|
|
52,000 |
|
|
62,000 |
Payments of mortgage notes payable |
|
|
(672) |
|
|
(25,630) |
Payments of unsecured term loans |
|
|
(190) |
|
|
(190) |
Dividends paid |
|
|
(20,838) |
|
|
(16,122) |
Distributions to Non-Controlling Interest |
|
|
(193) |
|
|
(181) |
Payments for financing costs |
|
|
(36) |
|
|
(1) |
Net Cash Provided by Financing Activities |
|
|
86,518 |
|
|
18,709 |
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
(28,626) |
|
|
(47,678) |
Cash and cash equivalents and cash held in escrow, beginning of period |
|
|
53,975 |
|
|
58,782 |
Cash and cash equivalents and cash held in escrow, end of period |
|
$ |
25,349 |
|
$ |
11,104 |
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
Cash paid for interest (net of amounts capitalized) |
|
$ |
6,902 |
|
$ |
6,226 |
Cash paid for income tax |
|
$ |
646 |
|
$ |
324 |
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities |
|
|
|
|
|
|
Operating lease right of use assets added upon implementation of leases standard on January 1, 2019 |
|
$ |
7,505 |
|
$ |
— |
Additional operating lease right of use assets added under new ground leases after January 1, 2019 |
|
$ |
12,167 |
|
$ |
— |
Dividends and limited partners’ distributions declared and unpaid |
|
$ |
21,535 |
|
$ |
16,318 |
See accompanying notes to condensed consolidated financial statements.
6
AGREE REALTY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2019
(Unaudited)
Note 1 – Organization
Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and our common stock was listed on the New York Stock Exchange (“NYSE”) in 1994.
Our assets are held by, and all of our operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.1% interest as of March 31, 2019. 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.
The terms “Agree Realty,” the "Company," “Management,” "we,” “our” or "us" refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three months ended March 31, 2019 may not be indicative of the results that may be expected for the year ending December 31, 2019. Amounts as of December 31, 2018 included in the condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements, included herein, should be read in conjunction with the audited consolidated financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10‑K for the year ended December 31, 2018.
The unaudited condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries. All material intercompany accounts and transactions 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 (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification
The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 842 Leases (“ASC 842”) using the modified retrospective approach as of January 1, 2019 and elected to apply the transition provisions of the standard at the beginning of the period of adoption. The Company adopted the practical expedient in ASC 842 that alleviates the requirement to separately present lease and non-lease rental income. As a result, all income earned pursuant to tenant leases is reflected as one line, “Rental Income,” in the 2019 condensed consolidated statement of operations. To
7
facilitate comparability, the Company has reclassified prior periods’ lease and non-lease income consistently with the classification employed in 2019.
The Company recognizes above- and below-market lease intangibles in connection with most acquisitions of real estate (see Accounting for Acquisitions of Real Estate below). The capitalized above- and below-market lease intangibles are amortized over the remaining term of the related leases. The Company historically presented this amortization as a component of Depreciation and Amortization expense within the Consolidated Statement of Income and Comprehensive Income. During 2019, the Company changed this classification to recognize this amortization as an adjustment of Rental Income. The prior period results have been reclassified to conform to the current year classification. During the three months ended March 31, 2019 and 2018, the Company incurred $3.3 million and $2.2 million of amortization of capitalized above- and below-market lease intangibles, respectively.
Segment Reporting
The Company is primarily in the business of acquiring, developing and managing retail real estate which is considered to be one reportable segment. The Company has no other reportable segments.
Real Estate Investments
The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed. Assets are classified as held for sale based on specific criteria as outlined in ASC 360, Property, Plant & Equipment. Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year. The Company had no real estate held for sale at March 31, 2019 and December 31, 2018.
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, buildings 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.
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 estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. In-place lease intangible assets are amortized to amortization expense over the remaining term of the related leases. 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. The capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease unless the Company believes it is reasonably certain that the tenant will renew the lease for an option term in which case the Company amortizes the value attributable to the renewal over the renewal period. Above- and below-market lease intangibles are amortized as a net reduction of rental income (see Reclassifications above).
8
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. We had $24.0 million and $52.7 million in cash and cash held in escrow as of March 31, 2019 and December 31, 2018, respectively, in excess of the FDIC insured limit.
Accounts Receivable – Tenants
The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that the collectability with respect to any tenant changes, beginning with the adoption of ASC 842 as of January 1, 2019, the Company recognizes an adjustment to rental income. Prior to the adoption of ASC 842, the Company recognized a provision for uncollectible amounts or a direct write-off of the specific rent receivable. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue.
The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses. A portion of our operating cost reimbursements is estimated each period and is recognized as revenue in the period the recoverable costs are incurred and accrued. Receivables from operating cost reimbursements are included in our Accounts Receivable - Tenants line item in our condensed consolidated balance sheets. The balance of unbilled operating cost reimbursement receivable at March 31, 2019 and December 31, 2018 was $3.8 million and $3.3 million, respectively.
In addition, many of the Company’s leases contain rent escalations for which we recognize revenue on a straight-line basis over the non-cancelable lease term. This method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the Accounts Receivable - Tenants line item in our condensed consolidated balance sheets. The balance of straight-line rent receivables at March 31, 2019 and December 31, 2018 was $18.2 million and $16.7 million, respectively. To the extent any of the tenants under these leases becomes unable to pay its contractual cash rents, the Company may be required to write-off the straight-line rent receivable from the tenants, which would reduce rental income.
Sales Tax
The Company collects various taxes from tenants and remits these amounts, on a net basis, to the applicable taxing authorities.
Unamortized Deferred Expenses
Deferred expenses recognized as Lease Intangibles and within Other Assets, net on the condensed consolidated balance sheets include debt financing costs related to the Company’s revolving credit facility, leasing costs and lease intangibles, and are amortized as follows: (i) debt financing costs related to the line of credit on a straight-line basis to interest expense over the term of the related loan, which approximates the effective interest method; (ii) leasing costs on a straight-line basis to amortization expense over the term of the related lease entered into; (iii) in-place lease intangibles on a straight-line basis to amortization expense over the remaining term of the related lease acquired; and (iv) above- and below- market lease intangibles on a straight-line basis as a net reduction of rental income over the remaining lease term. See Reclassifications above regarding changes in presentation relating to above-and below- market lease intangibles.
9
The following schedule summarizes the Company’s amortization of deferred expenses for the three months ended March 31, 2019 and 2018 (in thousands):
|
|
Three Months Ended |
||||
|
|
March 31, 2019 |
|
March 31, 2018 |
||
|
|
|
|
|
|
|
Deferred Financing Costs |
|
$ |
143 |
|
$ |
101 |
Leasing Costs |
|
|
81 |
|
|
43 |
Lease Intangibles (In-place) |
|
|
2,052 |
|
|
1,992 |
Lease Intangibles (Above-Market) |
|
|
4,374 |
|
|
3,344 |
Lease Intangibles (Below-Market) |
|
|
(1,098) |
|
|
(1,101) |
Total |
|
$ |
5,552 |
|
$ |
4,379 |
The following schedule represents estimated future amortization of deferred expenses as of March 31, 2019 (in thousands):
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31, |
|
(remaining) |
|
|
2020 |
|
2021 |
|
2022 |
|
2023 |
|
Thereafter |
|
Total |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Financing Costs |
|
$ |
413 |
|
|
$ |
541 |
|
$ |
28 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
982 |
Leasing Costs |
|
|
241 |
|
|
|
365 |
|
|
346 |
|
|
334 |
|
|
300 |
|
|
1,085 |
|
|
2,671 |
Lease Intangibles (In-place) |
|
|
7,001 |
|
|
|
8,805 |
|
|
8,295 |
|
|
7,482 |
|
|
6,806 |
|
|
38,401 |
|
|
76,790 |
Lease Intangibles (Above-Market) |
|
|
13,005 |
|
|
|
17,338 |
|
|
17,150 |
|
|
16,857 |
|
|
16,056 |
|
|
132,732 |
|
|
213,138 |
Lease Intangibles (Below-Market) |
|
|
(3,397) |
|
|
|
(4,432) |
|
|
(4,109) |
|
|
(3,210) |
|
|
(2,639) |
|
|
(10,086) |
|
|
(27,873) |
Total |
|
$ |
17,263 |
|
|
$ |
22,617 |
|
$ |
21,710 |
|
$ |
21,463 |
|
$ |
20,523 |
|
$ |
162,132 |
|
$ |
265,708 |
Earnings per Share
Basic earnings per share has been computed by dividing net income less net income attributable to unvested restricted shares by the weighted average number of common shares outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average common shares and potentially dilutive common shares outstanding in accordance with the treasury stock method.
The following is a reconciliation of the numerator and denominator for the basic net earnings per common share and diluted net earnings per common share computation for each of the periods presented: (in thousands, except for share data)
|
|
Three months ended |
|||
|
|
March 31, 2019 |
|
|
March 31, 2018 |
Net income attributable to Agree Realty Corporation |
$ |
18,347 |
|
$ |
16,451 |
Less: Income attributable to unvested restricted shares |
|
(96) |
|
|
(112) |
Net income used in basic and diluted earnings per share |
$ |
18,251 |
|
$ |
16,339 |
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
37,688,915 |
|
|
31,013,545 |
Less: Unvested restricted stock |
|
(201,064) |
|
|
(212,074) |
Weighted average number of common shares outstanding used in basic earnings per share |
|
37,487,851 |
|
|
30,801,471 |
|
|
|
|
|
|
Weighted average number of common shares outstanding used in basic earnings per share |
|
37,487,851 |
|
|
30,801,471 |
Effect of dilutive securities: Share-based compensation |
|
65,781 |
|
|
49,587 |
Effect of dilutive securities: September 2018 forward equity offering |
|
766,675 |
|
|
— |
Weighted average number of common shares outstanding used in diluted earnings per share |
|
38,320,307 |
|
|
30,851,058 |
10
Forward Equity Sales
In September 2018, the Company entered into a forward sale agreement to sell an aggregate of 3,500,000 shares of our common stock at a public offering price of $55.20 per share, before issuance costs, underwriters’ discount, and further adjustments as provided for in the forward sale agreement. We are obligated to settle the forward sale agreement no later than September 3, 2019.
To account for the forward sale agreements, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward sale agreement was not a liability as it did not embody obligations to repurchase our shares nor did it embody obligations to issue a variable number of shares for which the monetary value was predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We then evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument, and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) none of the agreement’s exercise contingencies was based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own stock.
We also considered the potential dilution resulting from the forward sale agreement on the earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sale agreement during the period of time prior to settlement. The impact to our weighted-average number of common shares – diluted for the three months ended March 31, 2019, was 766,675 weighted-average incremental shares.
Income Taxes (not presented in thousands)
The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For the periods ending March 31, 2019 and December 31, 2018, the Company believes it has qualified as a REIT. Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.
The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes. All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS.
As of December 31, 2018, the Company had accrued a deferred income tax liability in the amount of $475,000. This deferred income tax balance represented the federal and state tax effect of deferring income tax in 2007 on the sale of an asset under section 1031 of the Internal Revenue Code. This transaction was accrued within the TRS entities described above. During the three months ended March 31, 2019, the Company restructured its ownership of the TRS to which the deferred tax liability was related, resulting in a reversal of the previously accrued amount. The Company recognized total federal and state tax benefit (expense) of approximately $170,000 and ($50,000) for the three months ended March 31, 2019 and 2018, 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.
11
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 August 2018, the FASB issued ASU No. ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018‑13”). These amendments modify the disclosure requirements in Topic 820 on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. ASU 2018‑13 will be effective for all entities for fiscal years beginning after December 15, 2019, including interim periods in the year of adoption. Early adoption is permitted for any interim or annual period. The Company is in the process of determining the impact of the implementation of ASU 2018‑13, but does not believe it will have a material effect on the Company’s financial statements.
In June 2018, the FASB issued ASU No. 2018‑07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018‑07”). These amendments expand the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments to employees, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned, and the ASU supersedes Subtopic 505‑50, Equity—Equity-Based Payments to Non-Employees. The Company adopted ASU 2018‑07 on January 1, 2019. The adoption did not have a material effect on its financial statements.
In August 2017, the FASB issued ASU No. 2017‑12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017‑12”). The objective of ASU 2017‑12 is to expand hedge accounting for both financial (interest rate) and commodity risks, and create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. The Company adopted ASU 2017‑12 on January 1, 2019. The adoption did not have a material effect on the financial statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which changes how entities measure credit losses for most financial assets. This guidance requires an entity to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, which clarified that receivables arising from operating leases are within the scope of the leasing standard (Topic 842). This new standard will be effective for the Company on January 1, 2020. The Company is evaluating the impact this new standard would have on its consolidated financial statements, in the event any of its leases ever were to be classified as sales-type or direct finance leases and become subject to the provisions of ASU 2016-13.
In February 2016, the FASB issued ASU No. 2016-02 “Leases” (“ASU 2016-02”). The new standard creates ASC 842 and supersedes FASB ASC 840, Leases, which the company adopted on January 1, 2019 along with related interpretations. The adoption of the new Leases standard ASU 2016-02 generally had, and will have, the following impacts on the Company:
•Topic 842 requires a lessee to recognize right of use the assets and lease obligation liabilities that arise from leases (operating and finance). On January 1, 2019, the Company recognized $7.5 million of right of use assets and lease liabilities, within Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities on the
12
Condensed Consolidated Balance Sheet. The Company was not required to reassess the classification of existing land leases and therefore these leases continue to be accounted for as operating leases. In the event the Company modifies existing land leases or enters into new land leases after adoption of the new standard, such leases may be classified as finance leases.
•Topic 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and operating leases. Based on its election of practical expedients, the Company’s existing retail leases, where it is the lessor, continue to be accounted for as operating leases under the new standard. However, Topic 842 changed certain requirements regarding the classification of leases that could result in the Company recognizing certain long-term leases entered into or modified after January 1, 2019 as sales-type leases, as opposed to operating leases.
•The Company elected an optional transition method that allows entities to initially apply Topic 842 at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. However, the Company ultimately did not have any cumulative-effect adjustment as of the adoption date.
•The Company elected a practical expedient which allows lessors to not separate non-lease components from the lease component when the timing and pattern of transfer for the lease components and non-lease components are the same and if the lease component is classified as an operating lease. As a result, the Company now presents all rentals and reimbursements from tenants as a single line item Rental Income within the Condensed Consolidated Statement of Income and Comprehensive Income, and made certain reclassifications to prior periods for comparability. See Reclassifications above.
•Under Topic 842, beginning on January 1, 2019, changes in the probability of collecting tenant rental income will result in direct adjustments of rental income and tenant receivables. The Company no longer will recognize any separate specific bad debt provision or allowance for doubtful accounts. See Accounts Receivable – Tenants above.
•The Company elected an optional transition method allowing entities to not evaluate under ASC 842 land easements that existed or expired before the adoption of ASC 842 and that were not previously accounted for as leases under ASC 840.
•In connection with its adoption of Topic 842 the Company also began recognizing amortization of above- and below- market lease intangibles as a net reduction of Rental Income. See Reclassifications above.
Note 3 – Leases
Tenant Leases
The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants. As of March 31, 2019, our portfolio was approximately 99.7% leased and had a weighted average remaining lease term (excluding extension options) of approximately 10.2 years. A significant majority of our properties are leased to national tenants and approximately 52.4% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.
Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. Certain of our properties are subject to leases under which we retain responsibility for specific costs and expenses of the property.
13
Our leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term. Additionally, some of our tenant leases provide the tenant options to terminate, usually upon certain conditions or events occurring, such as a sales threshold not being met.
The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended. We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics. As the classification of a lease is dependent on the fair value of its cash flows at lease commencement, the residual value of a property represents a significant assumption in our accounting for tenant leases. Similarly, the exercise of options is also subject to these same risks, making a tenant’s lease term another significant variable in a lease’s cash flows.
The Company has elected the practical expedient in ASC Topic 842 on not separating non-lease components from associated lease components. The lease and non-lease components combined as a result of this election largely include tenant rentals and maintenance charges, respectively. The Company applies the accounting requirements of ASC Topic 842 to the combined component.
The following table includes information regarding the Company’s operating leases for which it is the lessor, for the three months ended March 31, 2019 and as of period end. (presented in thousands)
|
|
Three months ended |
|
|
|
March 31, 2019 |
|
Total Lease Payments |
|
$ |
44,361 |
Less: Variable Lease Payments |
|
|
5,587 |
Total Non-Variable Lease Payments |
|
$ |
38,774 |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending December 31, |
|
(remaining) |
|
|
2020 |
|
2021 |
|
2022 |
|
2023 |
|
Thereafter |
|
Total |
|||||||
Lease Payments Receivable |
|
$ |
121,564 |
|
|
$ |
161,339 |
|
$ |
158,423 |
|
$ |
154,964 |
|
$ |
150,561 |
|
$ |
998,473 |
|
$ |
1,745,324 |
Land Lease Obligations
The Company is the lessee under land lease agreements for certain of its properties, all of which qualify as operating leases as of March 31, 2019. Our land leases are net lease agreements and do not include variable leasing payments. These leases typically provide multi-year renewal options to extend term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised.
In calculating the Company’s lease obligations under the ground leases, the Company uses discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.
14
The following tables include information on the Company’s land leases for which it is the lessee, for the three months ended March 31, 2019 and as of period end. (presented in thousands)
|
|
Three months ended |
|
|
|
|
March 31, 2019 |
|
|
Operating Lease Costs |
|
$ |
202 |
|
Variable Lease Costs |
|
|
— |
|
Total Non-Variable Lease Costs |
|
$ |
202 |
|
|
|
|
|
|
Supplemental Disclosure |
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities |
|
$ |
- |
|
|
|
|
|
|
Operating cash flows from operating leases |
|
$ |
198 |
|
|
|
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
19,672 |
|
|
|
|
|
|
Weighted-average remaining lease term - operating leases (years) |
|
|
37.1 |
|
|
|
|
|
|
Weighted-average discount rate - operating leases |
|
|
4.13 |
% |
Maturity Analysis of Lease Liabilities (presented in thousands)