BLOOMFIELD HILLS, Mich., Oct. 24, 2016 /PRNewswire/ -- Agree Realty Corporation (NYSE: ADC) (the "Company") today announced results for the quarter ended September 30, 2016. All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

Third Quarter 2016 Financial and Operating Highlights:


    --  Invested $54.0 million in 17 retail net lease properties
    --  Commenced five development or Partner Capital Solutions ("PCS") projects
    --  Increased rental revenue 32.9% to $22.3 million
    --  Net Income per share attributable to the Company decreased 25.3% to
        $0.61
    --  Net Income attributable to the Company decreased 2.3% to $14.3 million
    --  Increased Funds from Operations ("FFO") per share 11.0% to $0.68
    --  Increased FFO 44.1% to $16.2 million
    --  Increased Adjusted Funds from Operations ("AFFO") per share 9.0% to
        $0.66
    --  Increased AFFO 41.5% to $15.8 million
    --  Declared a dividend of $0.48 per share, an increase of 3.2%
        year-over-year

Financial Results

Total Rental Revenue

Total rental revenue, which includes minimum rents and percentage rents, for the three months ended September 30, 2016 increased 32.9% to $22.3 million, compared to total rental revenue of $16.8 million for the comparable period in 2015.

Total rental revenue for the nine months ended September 30, 2016 increased 28.3% to $60.9 million, compared to total rental revenue of $47.5 million for the comparable period in 2015.

Net Income

Net income attributable to the Company for the three months ended September 30, 2016 decreased 2.3% to $14.3 million, compared to $14.6 million for the comparable period in 2015. Net income per share attributable to the Company for the three months ended September 30, 2016 decreased 25.3% to $0.61, compared to $0.81 per share for the comparable period in 2015.

Net income attributable to the Company for the nine months ended September 30, 2016 increased 3.7% to $32.4 million, compared to $31.2 million for the comparable period in 2015. Net income per share attributable to the Company for the nine months ended September 30, 2016 decreased 16.8% to $1.46, compared to $1.76 per share for the comparable period in 2015.

Funds from Operations

FFO for the three months ended September 30, 2016 increased 44.1% to $16.2 million, compared to FFO of $11.2 million for the comparable period in 2015. FFO per share for the three months ended September 30, 2016 increased 11.0% to $0.68, compared to FFO per share of $0.61 for the comparable period in 2015.

FFO for the nine months ended September 30, 2016 increased 31.9% to $42.6 million, compared to FFO of $32.3 million for the comparable period in 2015. FFO per share for the nine months ended September 30, 2016 increased 6.0% to $1.90, compared to FFO per share of $1.79 for the comparable period in 2015.

Adjusted Funds from Operations

AFFO for the three months ended September 30, 2016 increased 41.5% to $15.8 million, compared to AFFO of $11.1 million for the comparable period in 2015. AFFO per share for the three months ended September 30, 2016 increased 9.0% to $0.66, compared to AFFO per share of $0.60 for the comparable period in 2015.

AFFO for the nine months ended September 30, 2016 increased 30.9% to $42.2 million, compared to AFFO of $32.2 million for the comparable period in 2015. AFFO per share for the nine months ended September 30, 2016 increased 5.2% to $1.88, compared to AFFO per share of $1.78 for the comparable period in 2015.

Dividend

The Company paid a cash dividend of $0.48 per share on October 14, 2016 to stockholders of record on September 30, 2016, a 3.2% increase over the $0.465 quarterly dividend declared in the third quarter of 2015. The quarterly dividend represents payout ratios of approximately 70.9% of FFO per share and 72.8% of AFFO per share, respectively.

CEO Comments

"The third quarter marked another strong quarter for our Company as we continued to execute in all phases of our business," said Joey Agree, President and Chief Executive Officer of Agree Realty Corporation. "During the quarter, we maintained our disciplined investment approach across our three external growth platforms, as we invested $54.0 million into 17 high-quality retail net lease properties. We continue to concentrate our efforts on leading operators in recession resistant retail sectors who either offer a compelling customer experience or employ a cohesive omni-channel strategy."

Portfolio Update

As of September 30, 2016, the Company's portfolio consisted of 341 properties located in 43 states and totaling 6.7 million square feet of gross leasable space. Properties ground leased to tenants accounted for 7.8% of annualized base rent.

The portfolio was approximately 99.6% leased, had a weighted average remaining lease term of approximately 10.8 years, and generated approximately 46.3% of annualized base rents from investment grade tenants.

The following table provides a summary of the Company's portfolio as of September 30, 2016:


    Property Type                   Number of        Annualized  Percent of      Percent      Weighted
                                   Properties     Base Rent (1)  Annualized   Investment       Average
                                                                  Base Rent    Grade (2)    Lease Term
    ---                                                           ---------     --------    ----------


    Retail Net Lease                          307        $80,625        90.2%        43.1%      10.7 yrs

    Retail Net Lease Ground Leases             31          6,984         7.8%        87.6%      13.2 yrs

    Total Retail Net Lease                    338        $87,609        98.0%        46.7%      10.9 yrs

    Total Portfolio                           341        $89,359       100.0%        46.3%      10.8 yrs
                                              ===        =======        =====          ====       ========


                      Annualized base rent is in
                      thousands; any differences
                      are the result of rounding.

    (1)               Represents annualized
                      straight-line rent as of
                      September 30, 2016.

    (2)               Reflects tenants, or parent
                      entities thereof, with
                      investment grade credit
                      ratings from Standard &
                      Poor's, Moody's, Fitch and/
                      or NAIC.

Acquisitions

Total acquisition volume for the third quarter of 2016 was approximately $49.5 million and included 14 assets net leased to a number of notable retailers operating in the crafts and novelties, farm and rural supply, grocery, specialty retail, discount and auto parts sectors. The properties are located in 11 states and leased to 13 distinct tenants operating across 11 retail sectors. These properties were acquired at a weighted average cap rate of 8.0% and with a weighted average remaining lease term of approximately 10.6 years.

For the nine months ending September 30, 2016, total acquisition volume was approximately $234.0 million and included 60 high-quality retail net lease assets. The properties are located in 23 states and leased to 40 diverse tenants who operate in 20 retail sectors. The properties were acquired at a weighted average cap rate of 7.8% and with a weighted average remaining lease term of approximately 10.7 years.

Dispositions

During the quarter, the Company sold two properties net leased to Walgreens for gross proceeds of approximately $15.4 million. The stores were located in Rancho Cordova, California and Macomb Township, Michigan. The dispositions were completed at a weighted average cap rate of 5.5%.

For the nine months ended September 30, 2016, the Company has divested of three Walgreens for total proceeds of $22.7 million. The weighted average cap rate of the dispositions was 5.5%.

Development and Partner Capital Solutions

In the third quarter of 2016, the Company completed three previously announced development and Partner Capital Solutions projects, including the Company's first Chick-fil-A in Frankfort, Kentucky. This project is leased to Chick-fil-A under a new 20-year ground lease and had a total project cost of approximately $0.6 million.

Also within the quarter, the Company completed its previously announced Wawa in Orlando, Florida. This project, which represents the Company's ninth Wawa in the portfolio, had a total project cost of approximately $2.5 million and is under a new 20-year ground lease.

The Company also completed a Burger King in Devils Lake, North Dakota during the quarter. This project, which represents the second Burger King in the Company's partnership with Meridian Restaurants, is subject to a new 20-year net lease and had a total project cost of approximately $1.5 million.

During the third quarter and subsequent thereto, the Company commenced seven new development and PCS projects with total project costs of $24.8 million. These projects include the Company's first Texas Roadhouse in Mount Pleasant, Michigan; three new Burger King developments in Hamilton, Montana, West Fargo, North Dakota and Heber, Utah; two new Camping World projects in Tyler, Texas and Georgetown, Kentucky; and the redevelopment and expansion of an existing asset for Orchard Supply Hardware in Boynton Beach, Florida.

Year-to-date, the Company has 14 development or PCS projects completed or currently under construction on behalf of a number of industry-leading retail tenants. Total project costs for those developments are approximately $38.0 million and include the following completed or commenced projects:


    Tenant                  Location           Lease Structure Lease Term Actual or Anticipated Rent Commencement Status
    ------                  --------           --------------- ---------- --------------------------------------- ------


    Hobby Lobby             Springfield, OH    Build-to-Suit   15 Years   Q1 2016                                 Completed

    Burger King (1)         Farr West, UT      Build-to-Suit   20 Years   Q2 2016                                 Completed

    Family Fare Quick Stop  Marshall, MI       Ground Lease    10 Years   Q2 2016                                 Completed

    Burger King (1)         Devils Lake, ND    Build-to-Suit   20 Years   Q3 2016                                 Completed

    Wawa                    Orlando, FL        Ground Lease    20 Years   Q3 2016                                 Completed

    Chick-fil-A             Frankfort, KY      Ground Lease    20 Years   Q3 2016                                 Completed

    Starbucks               North Lakeland, FL Build-to-Suit   10 Years   Q4 2016                                 Under Construction

    Burger King (1)         Hamilton, MT       Build-to-Suit   20 Years   Q4 2016                                 Under Construction

    Burger King (1)         West Fargo, ND     Build-to-Suit   20 Years   Q1 2017                                 Under Construction

    Burger King (1)         Heber, UT          Build-to-Suit   20 Years   Q1 2017                                 Under Construction

    Texas Roadhouse         Mount Pleasant, MI Ground Lease    15 Years   Q2 2017                                 Under Construction

    Camping World           Tyler, TX          Build-to-Suit   20 Years   Q2 2017                                 Under Construction

    Camping World           Georgetown, KY     Build-to-Suit   20 Years   Q3 2017                                 Under Construction

    Orchard Supply Hardware Boynton Beach, FL  Build-to-Suit   15 Years   Q3 2017                                 Under Construction

(1) Franchise restaurants operated by Meridian Restaurants Unlimited, LC.

Leasing

The Company has no remaining lease maturities in 2016.

Top Tenants

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 September 30, 2016:


    Tenant             Annualized Percent of Annualized
                    Base Rent (1)             Base Rent
    ---              ------------             ---------


    Walgreens             $11,305                  12.7%

    Walmart                 4,224                   4.7%

    Lowe's                  3,099                   3.5%

    Wawa                    2,664                   3.0%

    Mister Car Wash         2,580                   2.9%

    Smart & Final           2,518                   2.8%

    CVS                     2,463                   2.8%

    Hobby Lobby             2,177                   2.4%

    Tractor Supply          2,175                   2.4%

    Dollar General          2,148                   2.4%

    Academy Sports          1,982                   2.2%

    Rite Aid                1,886                   2.1%

    24 Hour Fitness         1,759                   2.0%

    BJ's Wholesale          1,709                   1.9%

    LA Fitness              1,694                   1.9%

    Carmike                 1,585                   1.8%

    Taco Bell (2)           1,537                   1.7%

    Burger King (3)         1,500                   1.7%

    Dollar Tree             1,427                   1.6%

    Other (4)              38,927                  43.5%

    Total Portfolio       $89,359                 100.0%
                          =======                  =====


                      Annualized base rent is in
                      thousands; any differences are
                      the result of rounding.

    (1)               Represents annualized straight-
                      line rent as of September 30,
                      2016.

    (2)               Franchise restaurants operated
                      by Charter Foods North, LLC.

    (3)               Franchise restaurants operated
                      by Meridian Restaurants
                      Unlimited, LC.

    (4)               Includes tenants generating
                      less than 1.5% of annualized
                      base rent.

Retail Sectors

The following table presents annualized base rents for the Company's top retail sectors that represent 2.5% or greater of the Company's total annualized base rent as of September 30, 2016:


    Sector                      Annualized            Percent of Annualized
                                Base Rent (1)                     Base Rent
    ---                         ------------                      ---------


    Pharmacy                                  $15,654                  17.5%

    Grocery Stores                              6,119                   6.8%

    Restaurants - Quick Service                 6,104                   6.8%

    Auto Service                                4,711                   5.3%

    Specialty Retail                            4,391                   4.9%

    Discount Apparel                            3,983                   4.5%

    General Merchandise                         3,956                   4.4%

    Warehouse Clubs                             3,749                   4.2%

    Home Improvement                            3,720                   4.2%

    Health & Fitness                            3,562                   4.0%

    Crafts and Novelties                        3,256                   3.6%

    Sporting Goods                              3,149                   3.5%

    Farm and Rural Supply                       2,909                   3.3%

    Convenience Stores                          2,830                   3.2%

    Restaurants - Casual Dining                 2,388                   2.7%

    Dollar Stores                               2,366                   2.6%

    Auto Parts                                  2,346                   2.6%

    Other (2)                                  14,166                  15.9%

    Total Portfolio                           $89,359                 100.0%
                                              =======                  =====


                      Annualized base rent is in
                      thousands; any differences are
                      the result of rounding.

    (1)               Represents annualized straight-
                       line rent as of September 30,
                       2016.

    (2)               Includes sectors generating
                      less than 2.5% of annualized
                      base rent.

Geographic Diversification

The following table presents annualized base rents for all states that represent 2.5% or greater of the Company's total annualized base rent as of September 30, 2016:


    Sector          Annualized            Percent of Annualized
                    Base Rent (1)                     Base Rent
    ---             ------------                      ---------


    Michigan                      $14,201                  15.9%

    Texas                           8,110                   9.1%

    Florida                         7,594                   8.5%

    Ohio                            5,779                   6.5%

    Illinois                        4,317                   4.8%

    Pennsylvania                    4,095                   4.6%

    California                      3,700                   4.1%

    Wisconsin                       2,841                   3.2%

    Kentucky                        2,723                   3.0%

    Mississippi                     2,543                   2.8%

    Kansas                          2,540                   2.8%

    Other (2)                      30,916                  34.7%

    Total Portfolio               $89,359                 100.0%
                                  =======                  =====


                      Annualized base rent is in
                      thousands; any differences are
                      the result of rounding.

    (1)               Represents annualized straight-
                       line rent as of September 30,
                       2016.

    (2)               Includes states generating less
                      than 2.5% of annualized base
                      rent.

Lease Expiration

The following table presents contractual lease expirations within the Company's portfolio as of September 30, 2016, assuming that no tenants exercise renewal options:


    Year            Leases        Annualized  Percent of Annualized Base Rent           Gross    Percent of Gross
                               Base Rent (1)                                    Leasable Area       Leasable Area
    ---                         ------------                                    -------------       -------------


    2016                     0             $0                              0.0%               0                 0.0%

    2017                     9            894                              1.0%              93                 1.4%

    2018                    15          2,257                              2.5%             356                 5.3%

    2019                    12          4,326                              4.8%             372                 5.6%

    2020                    18          2,639                              3.0%             244                 3.7%

    2021                    28          5,674                              6.3%             354                 5.3%

    2022                    20          4,238                              4.7%             378                 5.7%

    2023                    27          4,865                              5.4%             443                 6.6%

    2024                    35          8,835                              9.9%             847                12.7%

    2025                    34          6,883                              7.7%             538                 8.1%

    Thereafter             189         48,748                             54.7%           3,060                45.6%

    Total Portfolio        387        $89,359                            100.0%           6,685               100.0%
                           ===        =======                             =====            =====                =====


                      Annualized base rent and gross
                      leasable area are in
                      thousands; any differences
                      are the result of rounding.

    (1)               Represents annualized
                      straight-line rent as of
                      September 30, 2016.

Capital Markets and Balance Sheet

Capital Markets

During the three months ended September 30, 2016, the Company issued 245,565 shares of common stock under its at-the-market equity program ("ATM program"), realizing gross proceeds of approximately $12.2 million.

Also within the quarter, the Company completed the issuance of $100 million of long-term, unsecured, fixed rate debt. The combined $100 million of unsecured financings have a weighted average term of 10 years and a blended interest rate of 3.87%.

On August 19, 2016, the Company refinanced an existing $20.3 million secured amortizing mortgage note. The new refinanced $20.3 million term loan, which is now unsecured, matures in May 2019 and has a fixed interest rate of 3.62% through the use of an existing interest rate swap.

Balance Sheet

As of September 30, 2016, the Company's total debt to total enterprise value was 26.8%. Total enterprise value is calculated as the sum of total debt and the market value of the Company's outstanding shares of common stock, assuming conversion of operating partnership units into common stock.

For the three and nine months ended September 30, 2016, the Company's fully diluted weighted average shares outstanding were 23.6 million and 22.1 million, respectively. The basic weighted average shares outstanding for the three and nine months ended September 30, 2016 were 23.5 million and 22.0 million, respectively.

The Company's assets are held by, and its operations are conducted through, Agree Limited Partnership, of which the Company is the sole general partner. As of September 30, 2016, there were 347,619 operating partnership units outstanding and the Company held a 98.6% interest in the operating partnership.

2016 Outlook

The Company's outlook for acquisition volume in 2016, which assumes continued growth in economic activity, positive business trends and other significant assumptions, remains between $250 and $275 million of high-quality retail net lease properties.

Conference Call/Webcast

The Company will host its quarterly analyst and investor conference call on Tuesday, October 25, 2016 at 9:00 AM ET. To participate in the conference call, please dial (866) 363-3979 approximately ten minutes before the call begins.

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

About Agree Realty Corporation

Agree Realty Corporation is a publicly traded real estate investment trust primarily engaged in the acquisition and development of properties net leased to industry-leading retail tenants. The Company currently owns and operates a portfolio of 346 properties, located in 43 states and containing approximately 6.8 million square feet of gross leasable space. The common stock of Agree Realty Corporation is listed on the New York Stock Exchange under the symbol "ADC". For additional information, please visit www.agreerealty.com.

Forward-Looking Statements

This press release may contain certain "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," "forecast," "continue," "assume," "plan," references to "outlook" or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward-looking information and estimates. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company's control, which could cause actual results to differ materially from such statements. These risks and uncertainties are described in greater detail in the Company's filings with the Securities and Exchange Commission, including, without limitation, the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and in subsequent quarterly reports. Except as required by law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events 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 Invest section of the Company's website at www.agreerealty.com.

All information in this press release is as of October 24, 2016. The Company undertakes no duty to update the statements in this press release to conform the statements to actual results or changes in the Company's expectations.


                                                                            Agree Realty Corporation

                                                                           Consolidated Balance Sheet

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


                                                                           September 30, 2016                    December 31, 2015
                                                                           ------------------                    -----------------

    Assets:                                                                   (Unaudited)

    Real Estate Investments:

    Land                                                                                             $295,311                       $225,274

    Buildings                                                                                         662,612                        526,912

    Accumulated depreciation                                                                         (65,884)                      (56,401)

    Property under development                                                                          5,795                          3,663

    Net real estate investments                                                                       897,834                        699,448

    Cash and cash equivalents                                                                          11,491                          2,712

    Cash Held in Escrowa                                                                               12,292                              -

    Accounts receivable -Tenants, net
     of allowance of $50 and $35 for
     possible losses at September 30,
     2016 and December 31, 2015,
     respectively                                                                                      10,623                          7,418

    Unamortized Deferred Expenses:

    Credit facility financing Costs,
     net of accumulated amortization of
     $1,693 and $1,532 at September 30,
     2016 and December 31, 2015,
     respectively                                                                                         406                            543

    Leasing costs, net of accumulated
     amortization of $637 and $554 at
     September 30, 2016 and December
     31, 2015, respectively                                                                             1,229                            665

    Lease intangibles, net of
     accumulated amortization of
     $16,438 and $10,578 at September
     30, 2016 and December 31, 2015,
     respectively                                                                                     102,602                         76,552

    Other assets                                                                                        2,336                          2,569

    Total Assets                                                                                   $1,038,813                       $789,907
                                                                                                   ==========                       ========


    Liabilities:

    Mortgage notes payable, net                                                                       $69,594                       $100,391

    Unsecured Term Loans, net                                                                         159,211                         99,390

    Senior Unsecured Notes, net                                                                       159,156                         99,161

    Unsecured Revolving Credit Facility                                                                47,000                         18,000

    Dividends and Distributions Payable                                                                11,631                          9,758

    Deferred Revenue                                                                                        -                           541

    Accrued Interest Payable                                                                            2,571                            963

    Accounts Payable and Accrued Expense:

    Capital Expenditures                                                                                  136                            122

    Operating                                                                                           6,847                          3,926

    Interest Rate Swaps                                                                                 6,437                          3,301

    Deferred Income Taxes                                                                                 705                            705

    Tenant Deposits                                                                                        94                             29

    Total Liabilities                                                                                 463,382                        336,287
                                                                                                      -------                        -------


    Stockholders' Equity:

    Common stock, $.0001 par value,
     45,000,000 shares authorized,
     23,884,220 and 20,637,301 shares
     issued and outstanding,
     respectively                                                                                           2                              2

    Preferred stock, $.0001 par value per share, 4,000,000 shares authorized

    Series A junior participating
     preferred stock, $.0001 par value,
     200,000 authorized, no shares
     issued and outstanding                                                                                 -                             -

    Additional paid-in capital                                                                        607,627                        482,514

    Dividends in excess of net income                                                                (28,339)                      (28,262)

    Accumulated other comprehensive
     loss                                                                                             (6,311)                       (3,130)

    Total Stockholders' Equity -Agree
     Realty Corporation                                                                               572,979                        451,124
                                                                                                      -------                        -------

    Non-controlling interest                                                                            2,452                          2,496

    Total Stockholders' Equity                                                                        575,431                        453,620
                                                                                                      -------                        -------

    Total Liabilities and Stockholders'
     Equity                                                                                        $1,038,813                       $789,907
                                                                                                   ==========                       ========


                                                           Agree Realty Corporation

                                        Consolidated Statements of Operations and Comprehensive Income

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


                                                                         Three months ended                       Nine months ended
                                                                            September 30,                           September 30,
                                                                            -------------                           -------------

                                                                              2016                         2015                    2016       2015
                                                                              ----                         ----                    ----       ----

                                                                           (Unaudited)                          (Unaudited)

    Revenues

    Minimum rents                                                          $22,279                      $16,736                 $60,682    $47,262

    Percentage rents                                                             7                           38                     197        189

    Operating cost reimbursement                                             1,845                          970                   5,368      3,246

    Other income                                                                30                          106                    (18)       115

    Total Revenues                                                          24,161                       17,850                  66,229     50,812


    Operating Expenses

    Real estate taxes                                                        1,473                          716                   4,035      2,342

    Property operating expenses                                                169                          424                   1,669      1,411

    Land lease payments                                                        163                          174                     490        443

    General and administrative                                               2,020                        1,769                   6,107      5,180

    Depreciation and amortization                                            6,151                        4,985                  16,901     12,656

    Total Operating Expenses                                                 9,976                        8,068                  29,202     22,032


    Income from Operations                                                  14,185                        9,782                  37,027     28,780


    Other (Expense) Income

    Interest expense, net                                                  (4,091)                     (3,505)               (11,236)   (8,899)

    Gain on sale of assets                                                   4,415                        8,599                   7,133     12,134

    Loss on debt extinguishment                                               (33)                           -                   (33)     (180)
                                                                               ---                          ---                    ---       ----


    Net Income                                                              14,476                       14,876                  32,891     31,835


    Less Net Income Attributable
     to Non-Controlling Interest                                               213                          281                     506        608
                                                                               ---                          ---                     ---        ---


    Net Income Attributable to
     Agree Realty Corporation                                              $14,263                      $14,595                 $32,385    $31,227
                                                                           =======                      =======                 =======    =======


    Net Income Per Share Attributable to Agree Realty Corporation

    Basic                                                                    $0.61                        $0.81                   $1.47      $1.77

    Diluted                                                                  $0.61                        $0.81                   $1.46      $1.76



    Other Comprehensive Income

    Net income                                                             $14,476                      $14,876                 $32,891    $31,835

    Other Comprehensive Income
     (Loss)                                                                  1,378                      (2,538)                (3,236)   (2,929)

    Total Comprehensive Income                                              15,854                       12,338                  29,655     28,906

    Comprehensive Income
     Attributable to Non-
     Controlling Interest                                                    (229)                       (231)                  (456)     (552)
                                                                              ----                         ----                    ----       ----

    Comprehensive Income
     Attributable to Agree Realty
     Corporation                                                           $15,625                      $12,107                 $29,199    $28,354
                                                                           =======                      =======                 =======    =======


    Weighted Average Number of
     Common Shares Outstanding -
     Basic                                                              23,454,083                   18,008,592              22,034,388 17,653,482

    Weighted Average Number of
     Common Shares Outstanding -
     Diluted                                                            23,563,331                   18,064,318              22,127,329 17,716,362


                                                  Agree Realty Corporation

                                    Reconciliation of Net Income to FFO and Adjusted FFO

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

                                                        (Unaudited)


                                                  Three months ended                         Nine months ended
                                                  September 30,                           September 30,
                                                  -------------                           -------------

                                                      2016                        2015                        2016                        2015
                                                      ----                        ----                        ----                        ----


    Net income                                     $14,476                     $14,876                     $32,891                     $31,835

    Depreciation of real
     estate assets                                   3,947                       3,221                      10,904                       8,698

    Amortization of leasing
     costs                                              38                          29                          85                          88

    Amortization of lease
     intangibles                                     2,148                       1,710                       5,860                       3,813

    (Gain) loss on sale of
     assets                                        (4,415)                    (8,599)                    (7,133)                   (12,134)

    Funds from Operations                          $16,194                     $11,237                     $42,607                     $32,300
                                                   -------                     -------                     -------                     -------

    Straight-line accrued
     rent                                            (857)                      (609)                    (2,162)                    (1,816)

    Deferred revenue
     recognition                                     (309)                      (116)                      (541)                      (348)

    Stock based
     compensation expense                              555                         477                       1,864                       1,522

    Amortization of
     financing costs                                   122                         130                         361                         355

    Non-real estate
     depreciation                                       19                          15                          53                          47

    Debt extinguishment
     costs                                              33                           -                         33                         180

    Adjusted Funds from
     Operations                                    $15,757                     $11,134                     $42,215                     $32,240
                                                   -------                     -------                     -------                     -------


    FFO per common share -
     Basic                                           $0.68                       $0.61                       $1.90                       $1.79

    FFO per common share -
     Diluted                                         $0.68                       $0.61                       $1.90                       $1.79


    Adjusted FFO per common
     share -Basic                                    $0.66                       $0.61                       $1.89                       $1.79

    Adjusted FFO per common
     share -Diluted                                  $0.66                       $0.60                       $1.88                       $1.78


    Weighted Average Number
     of Common Shares and
     Units Outstanding -
     Basic                                      23,801,702                  18,356,211                  22,382,007                  18,001,079

    Weighted Average Number
     of Common Shares and
     Units Outstanding -
     Diluted                                    23,910,950                  18,411,938                  22,474,948                  18,063,958



    Supplemental Information:

    Scheduled principal
     repayments                                       $748                        $701                      $2,196                      $2,061

    Capitalized interest                                14                          14                          27                          17

    Capitalized building
     improvements                                      376                          73                         405                          73


    Non-GAAP Financial Measures

    FFO
    The Company considers the non-GAAP measures of FFO and FFO per share/unit)to be key supplemental measures of the Company's performance and should be considered along
     with, but not as alternatives to, net income or loss as a measure of the Company's operating performance. Historical cost accounting for real estate assets 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.

    The White Paper on FFO approved by NAREIT in April 2002, as revised in 2011, defines FFO as net income or loss (computed in accordance with GAAP), excluding gains or losses
     from sales of properties and items classified by GAAP as extraordinary, plus real estate-related depreciation and amortization and impairment writedowns, and after
     comparable adjustments for the Company's portion of these items related to unconsolidated entities and joint ventures. The Company computes FFO consistent with standards
     established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that
     interpret the current NAREIT definition differently than the Company.

    The Company believes that excluding the effect of extraordinary items, real estate-related depreciation and amortization and impairments, which are based on historical
     cost accounting and which may be of limited significance in evaluating current performance, can facilitate comparisons of operating performance between periods and between
     REITs, even though FFO does not represent an amount that accrues directly to common shareholders. However, FFO may not be helpful when comparing the Company to non-REITs.

    FFO does not represent cash generated from operating activities as determined by GAAP and should not be considered as alternatives to net income or loss, cash flows from
     operations or any other operating performance measure prescribed by GAAP. FFO is not a measurement of the Company's liquidity, nor is FFO indicative of funds available to
     fund the Company's cash needs, including its ability to make cash distributions. These measurement does not reflect cash expenditures for long-term assets and other items
     that have been and will be incurred. FFO may include funds that may not be available for management's discretionary use due to functional requirements to conserve funds
     for capital expenditures, property acquisitions, and other commitments and uncertainties. To compensate for this, management considers the impact of these excluded items
     to the extent they are material to operating decisions or the evaluation of the Company's operating performance.

    Adjusted FFO
    The Company presents adjusted FFO (including adjusted FFO per share/unit), which adjusts for certain additional items including straight-line accrued rent, deferred
     revenue recognition, stock based compensation expense, non-real estate depreciation and debt extinguishment costs and certain other items. The Company excludes these
     items as it believes it allows for meaningful comparisons with other REITs and between periods and is more indicative of the ongoing performance of its assets. As with
     FFO, the Company's calculation of adjusted FFO may be different from similar adjusted measures calculated by other REITs.

    Any differences a result of rounding.

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SOURCE Agree Realty Corporation