DEVELOP | ACQUIRE | PARTNER Safe Harbor
This presentation contains certain statements that are the Company’s and Management’s hopes, intentions, beliefs, expectations, or projections of the future and might be considered forward-looking statements under Federal Securities laws. Prospective investors are cautioned that any such forward- looking statements are not guarantees of future performance and involve risks and uncertainties. The Company’s actual future results may differ significantly from the matters discussed in these forward- looking statements and we may not release revisions to these forward-looking statements to reflect changes after we’ve made the statements. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail in the company’s filings with the SEC including, but not limited to, the Company’s report on Form 10-K, as well as Company press releases.
1 Agree Realty Corporation (NYSE: ADC) Retail net lease growth company focused on the acquisition and development of high-quality retail properties
Our Company . $1.0 billion retail net lease REIT headquartered in Bloomfield Hills, MI and listed on the NYSE under ticker ADC . 279 retail properties totaling approximately 5.2 million square feet in 41 states . 51.4% investment grade tenants and 11.4 years average remaining lease term
Our History . Founded in 1971 as developer, owner and manager of retail properties . IPO in 1994 to continue and expand business of predecessor company . Formally launched an acquisition platform in 2010 and Joint Venture Capital Solutions (“JVCS”) business in 2012
Our Business Plan . Opportunistically expand and diversify our high-quality retail net lease portfolio through a refined and disciplined investment strategy . Generate consistent and sustainable earnings growth . Provide a reliable dividends per stream of income through a growing dividend . Maintain a conservative and flexible capital structure
As of January 13, 2016. 2 Recent Highlights Enhancing our portfolio and creating shareholder value through consistent execution
Acquired 73 assets for an aggregate purchase price of $220 million in 2015 . Weighted-average cap rate of 8.0% and weighted-average remaining lease term of 12.2 years . Leading brands and retailers operating in e-commerce resistant and experiential retail sectors . Provided 2016 acquisition guidance of $175 - $200 million of retail net lease properties
Commenced three development/Joint Venture Capital projects . Cash & Carry Smart Food Service - Salem, Oregon . Wawa - Orlando, Florida . Hobby Lobby - Springfield, Ohio . Announced Joint Venture Partnership with leading Burger King operator for up to 10 store
Strategically disposed of eight assets for gross proceeds of $29.0 million in 2015 . Including North Lakeland Plaza, Ferris Commons, and Marshall Plaza
Increased Q3 FFO per share by 10.9% and AFFO per share by 7.1%
Expanded access to capital markets . Completed inaugural debt private placement in May 2015 – $100 million, 11-year term, 4.21% interest rate . Launched first at-the-market (ATM) equity offering program in May 2015 – $100 million
As of January 13, 2016. 3 Portfolio Summary Accelerating Growth Established real estate capabilities and growing market presence driving increased investment opportunities
# of Properties Annualized Base Rent (“ABR”) $ millions 280 $75.0 279 $72.4
240 $65.0
200 209
$55.0 $56.5
160
$45.0 $45.1 130 120
109 $38.1 $35.0 $36.4 80 87 81 $34.3 $34.0 73
40 $25.0 2009 2010 2011 2012 2013 2014 2015 2009 2010 2011 2012 2013 2014 Current
As of January 13, 2016. 5 Active Asset Management Focus on real estate fundamentals guides non-core asset sales and capital recycling Total Dispositions 2010-2015: $87.0M
$15.9M $12.9M $29.0M Chippewa Commons North Lakeland Plaza
Columbus, OH Chippewa Falls, WI Lakeland, FL $14.4M $8.3M Plymouth Commons Petoskey Town Center Ferris Commons
Santa Barbara, CA Tulsa, OK Columbus, OH Petoskey, MI Big Rapids, MI
Shawano Plaza Marshall Plaza
Marion Oaks, FL Norman, OK East Lansing, MI Marshall, MI Shawano, WI $5.5M Charlevoix Commons Ironwood Commons
Aventura, FL Ann Arbor, MI Charlevoix, MI Ypsilanti, MI Ironwood, MI Waynesboro, VA 2010 2011 2012 2013 2014 2015
As of January 13, 2016. 6 Portfolio Transformation Disciplined strategy has led to increased portfolio diversification and improved quality of rental income
Property Type (% ABR) Top 3 Tenant Concentration (% ABR)
6% Tenant 80.0% Ground Leases Retail Retail Net Lease Net Lease 70.0% 60.0% 71% 98%
Shopping 40.0% Centers 29% 2% 20.0% 25.8%
Shopping 9% Tenant Centers Ground Leases 0.0% 1/1/2010 Current 1/1/2010 Current (73 properties) (279 properties) (Walgreens, Borders, Kmart) (Walgreens, Wal-Mart, Wawa)
Geographic Diversification Retail Sector Exposure 1/1/2010 Current
Pharmacy Pharmacy Auto Parts Bookstores QSRs Financial Services General Merchandise Health & Fitness Auto Service Casual Dining Grocery Stores Healthcare Financial Services Sporting Goods Crafts & Novelties Auto Parts Warehouse Clubs Dollar Stores Apparel Pet Supplies Convenience Stores General Merchandise Casual Dining Discount Stores Specialty Retail Home Furnishings Home Improvement Consumer Electronics Theater Entertainment Retail
1/1/2010 Current + (16 states) (41 states)
As of January 13, 2016. 7 Leading, Pure-Play Retail Net Lease REIT Diversified portfolio of high-quality retail properties occupied by superior credit tenants under long term leases
Retail % of Total Portfolio Investment Grade Tenants
100.0% 55.0% 100.0% 100.0% 91.7%
75.0% 79.2% 50.0% 51.4%
61.4% 50.0% 58.5% 45.0%
44.0% 43.5% 25.0% 40.0%
0.0% 35.0% Undisclosed Undisclosed Undisclosed ADC NNN SRC(1) O VEREIT(2) STOR(3) ADC O VEREIT NNN SRC STOR
Occupancy Weighted-Average Lease Term
15.0 100.0% 13.0 yrs
99.8% 99.5% 99.0% 12.0 yrs 99.1% 99.0%
98.5% 11.5 11.4 98.0% 98.3% 11.0 yrs 11.1 10.8
97.0% 10.0 yrs 10.1
96.0% 9.0 yrs STOR ADC NNN O SRC VEREIT STOR NNN ADC VEREIT SRC O
Peer data from third quarter supplemental or company SEC filings. (1) Excludes Medical/Other Office, Education and Manufacturing, as disclosed. (2) Excludes Office and Industrial and Distribution, as disclosed. (3) Excludes Industrial, Early Childhood Education Centers, Colleges and Professional Schools and All Other Service Industries, as disclosed. 8 Investment Strategy Unique Real Estate Investment Strategy Leverage real estate acumen and naturally overlapping investment platforms to identify best risk-adjusted retail net lease opportunities
ADC’s three investment platforms adhere to the same principles while pursuing opportunities along the full spectrum of net lease asset origination . Bottoms-up underwriting => real estate and residuals matter . 100% retail properties => superior real estate + longer term leases . National and super-regional retailers => superior real estate + credit enhancement . Emphasis on tenant real estate solutions => long-term relationships and repeat business
ADC Joint Venture Capital
“Inorganic” development Partner with private developers Provide capital and development expertise ADC Development ADC Acquisitions
“Organic” development Acquire stabilized assets 40 year track record Sale-leasebacks and third Preferred developer status party sellers
Site Land Land Entitlements ConstructionDelivery Sale selection negotiation purchase
Retail Net Lease Real Estate “Lifecycle”
10 National and Super-Regional Retailers Industry leading brands and retailers operating in e-commerce resistant sectors
Retail Tenant Type (% ABR)
National 77% z
Super-Regional Franchise 13% 10%
z z
As of January 13, 2016. 11 Emphasis on Tenant Real Estate Solutions Unique, dual capabilities drive opportunistic value-add partnerships with retailers nationwide
DEVELOPMENT SALE-LEASEBACK Spearheading retailer Track record of execution expansion programs for over as acquirer and real estate 3 decades partner • In-house expertise • Ability to close quickly • Superior access to capital • Focus on core • Transparency & credibility competencies • Side-by-side growth
12 Track Record of Execution Since 2010, ADC has invested over $677.1 million in high quality retail net lease properties
Investment Activity
$ millions $250.0
$15.0
$220.0 $200.0
$17.7 $150.0 $147.5
$100.0 $28.4
$81.5 $73.3
$50.0 $14.1
$36.8 $38.6
$0.0 2010 2011 2012 2013 2014 2015
Acquisitions Development / JVCS
As of January 13, 2016. 13 Financial Overview Demonstrated Access to Capital Expanding relationships and new sources of capital support portfolio growth objectives
Capital Markets Activity Revolving Line of Credit $ millions $ millions # Lenders $200.0 $275.0 7
$92.5 $180.0 $250.0 $100.0 $100.0 6 $225.0 $160.0 $95.8 $200.0 $140.0 $76.8 5
$175.0 $120.0 4 $150.0 $100.0 $150.0 $150.0 $32.2 $100.0 $125.0 $50.0 $50.0 $50.0 3 $80.0 $100.0 $65.0 $60.0 $66.8 2 $35.0 $75.0 $85.0 $85.0 $85.0
$40.0 $50.0 $55.0 1 $28.6 $20.0 $25.0 $25.0
$0.0 $5.6 $0.0 0 2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015
Secured Debt (1)Unsecured Debt Common Equity (2) Capacity Accordion Lenders
As of January 13, 2016
(1) Includes mortgage debt assumed in connection with certain property acquisitions. (2) Includes common equity raised through the Company’s At-the-Market (“ATM”) offering through January 13, 2016. 15 Capital Structure, Financial Ratios
Debt Maturities $ millions Weighted Average Debt Maturity: 7.1 years $75.0 $65.0 $60.0 $52.0 $50.0 $50.0 $45.0 $45.0
$30.0 $29.1 $20.9 $15.0 $8.6 $8.6 $0.0 $0.0 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 (1)
Pro Forma Financial Ratios
Equity Market Capitalization $670M 68% Common Equity Total Capitalization $1.0B
Total Debt to Total Market Capitalization 32%
Secured Interest Coverage 4.4x Debt Unsecured Debt 10% Net Debt / Adjusted EBITDA 4.8x 22%
As of September 30, 2015, except where applicable in pro forma financial ratios, which are pro forma to reflect the Company’s December 2015 common equity issuance. (1) Mortgage note payable may be extended, at the Company’s election, for two years to May 2019, subject to certain conditions. 16 Consistent Performance Management is focused on delivering consistent earnings and dividend growth
FFO per Share AFFO per Share
$2.40 $2.40 $2.39 $2.38 $2.30 $2.30
$2.20 $2.20 $2.22 $2.18 $2.10 $2.10 $2.13 $2.10 $2.09 $2.00 $2.04 $2.00
$1.90 $1.90 2012 2013 2014 2015E(1) 2012 2013 2014 2015E (1)
Dividends per Share G&A % of Total Revenue
$1.92 18.0%
$1.85 15.5% $1.80 15.9%
$1.74 $1.68 13.0% 13.7%
$1.64 12.3% $1.56 $1.60 10.5% 10.5%
$1.44 8.0% (2) 2012 2013 2014 2015 2012 2013 2014 2015
(1) Consensus earnings estimates per SNL Financial. (2) Company estimate. 17 Attractive Relative Value ADC offers a well covered dividend and valuation opportunity
Current Dividend Yield 2015E AFFO Payout Ratio
7.25% 85.0%
6.75% 7.0% 84.0% 83.0%
6.25% 81.0% 5.75% 5.7% 79.0% 79.2% 5.25% 78.8%
4.75% 77.0%
4.6% 4.25% 75.0% (1) NNN · O · STOR(1) All ADC NNN · O · STOR All ADC Net Lease Net Lease
2016E FFO Multiple 2016E AFFO Multiple 16.0x 20.0x
18.8x 15.1x 18.0x 14.0x 14.0x 16.0x
12.8x 14.0x 12.0x 13.8x 13.1x 11.5x 12.0x 11.7x 10.0x 10.0x (1) Shopping NNN · O · STOR All ADC Shopping NNN · O · STOR(1) All ADC Centers Net Lease Centers Net Lease
Per KeyBanc Capital Markets “The Leaderboard” as of January 8, 2016. Data is based on consensus earnings estimates per SNL Financial. (1) Includes National Retail Properties, Realty Income and STORE Capital. 18 Investment Summary Highlights
Pure-play retail net lease REIT
Unique real estate investment strategy
Proven external growth platforms
Fortress balance sheet
Consistent earnings and dividend growth
Attractive relative valuation
19 Appendix
20 Portfolio Snapshot
Overview Lease Expirations $ millions Properties 279 $40.4 $40.0 Gross Leasable Area 5.2M SF
Occupancy 99.5% $30.0
States 41 $20.0 Tenants 120
Retail Sectors 25+ $10.0 $6.3 $5.2 $4.3 $4.2 $2.7 $3.3 $1.7 $1.4 $2.6 Investment Grade % (1) 51.4% $0.3 $0.0 Weighted-Average Lease Term (1) 11.4 years
Tenants Retail Sectors
($ in thousands) Annualized % of ($ in thousands) Annualized % of (1) Tenant / Concept Base Rent Total Tenant Sector Base Rent(1) Total Walgreens $12,310 17.0% Pharmacy $16,659 23.0% Wal-Mart 3,924 5.4% Wawa 2,465 3.4% Restaurants - Quick Service 5,643 7.8% CVS 2,463 3.4% General Merchandise 3,956 5.5% Academy Sports 1,982 2.7% Apparel 3,903 5.4% Rite Aid 1,886 2.6% Grocery Stores 3,843 5.3% Lowe’s 1,846 2.5% Warehouse Clubs 3,749 5.2% Dollar General 1,795 2.5% Health & Fitness 3,562 4.9% 24 Hour Fitness 1,759 2.4% BJ’s Wholesale 1,709 2.4% Sporting Goods 3,149 4.3% LA Fitness 1,694 2.3% Specialty Retail 3,147 4.3% Charter Foods North 1,537 2.1% Convenience Stores 2,599 3.6% Dollar Tree 1,427 2.0% Restaurants - Casual Dining 2,388 3.3% Meridian Restaurants 1,241 1.7% Dollar Stores 2,280 3.1% Kohl’s 1,180 1.6% Auto Parts 2,267 3.1% AutoZone 1,163 1.6% Dick’s Sporting Goods 1,089 1.5% Home Improvement 1,846 2.5% Other 30,960 43% Other 13,437 18.6% Total $72,431 100.0% Total $72,431 100.0%
As of January 13, 2016 (1) Based on GAAP annualized base rent. 21 Representative Acquisitions
Single Tenant Net Lease
IHOP KeyBank H-E-B AutoZone Portfolio (14) Elyria, OH Elyria, OH Brenham, TX 6 states
Multi-Tenant Net Lease
Bed Bath & Beyond / Academy Sports + Outdoors / Michaels / PetSmart Michaels / Dollar Tree / PetSense Old Navy / Dress Barn Jo-Ann Fabrics / Orscheln Anderson, SC Fort Oglethorpe, GA Grand Chute, WI Topeka, KS
Franchise Restaurants
Taco Bell Portfolio (4) Wendy’s Portfolio (3) Golden Corral Burger King Portfolio (11) Ohio, Virginia & West Virginia Georgia & South Carolina Springfield, IL North Dakota & Minnesota
22 Recent Development and JVCS Projects
Cash & Carry Smart Foodservice Hobby Lobby Wawa Salem, OR Springfield, OH Orlando, FL
T.J. Maxx / Ross Dress For Less / Petco New Lenox, IL
Cash & Carry Smart Foodservice Buffalo Wild Wings McDonald’s Wawa Burlington, WA St. Augustine, FL East Palatka, FL St. Petersburg, FL
23 DEVELOP | ACQUIRE | PARTNER