Agree Realty Q3 2024 Earnings Call Transcript

Quartr
Provided by Quartr
October 23, 2024

There are 16 speakers on the call.

Operator

Good morning, and welcome to the Agree Realty Third Quarter 20 24 Conference Call. All participants will be in listen only mode. After today's presentation, there will be an opportunity to ask questions. Please note that this event is being recorded. I would now like to turn the conference over to Reuben Treatman, Senior Director of Corporate Finance.

Operator

Please go ahead, Reuben.

Speaker 1

Thank you. Good morning, everyone, and thank you for joining us for Agree Realty's Q3 2024 earnings call. Before turning the call over to Joey and Peter to discuss our results for the quarter, let me first run through the cautionary language. Please note that during this call, we will make certain statements that may be considered forward looking under federal securities law, including statements related to our updated 2024 guidance. Our actual results may differ significantly from the matters discussed in any forward looking statements for a number of reasons.

Speaker 1

Please see yesterday's earnings release and our SEC filings, including our latest Annual Report on Form 10 ks for a discussion of various risks and uncertainties underlying our forward looking statements. In addition, we discuss non GAAP financial measures, including core funds from operations or core FFO, adjusted funds from operations or AFFO and net debt to recurring EBITDA. Reconciliations of our historical non GAAP financial measures to the most directly comparable GAAP measures can be found in our earnings release, website and SEC filings. I'll now turn the call over to Joey.

Speaker 2

Thanks, Reuben, and thank you all for joining us this morning. Before running through our standard update, I'd like to take a step back to provide our perspective on the current state of the market and how we have taken steps to proactively fortify our balance sheet and portfolio in this dynamic environment. As the markets readjusted the changing expectations around inflation and employment, our cost of capital has improved significantly. We've been able to capitalize on this shift, bolstering our fortress balance sheet during the quarter nearly $470,000,000 of forward equity raised via our ATM program. This brings our total outstanding forward equity to approximately $725,000,000 with total liquidity approaching $2,000,000,000 We now enjoy significant runway to execute on our growing pipeline into 2025 without any equity capital needs.

Speaker 2

At quarter end, leverage stood at just 3.6 times pro form a net debt to recurring EBITDA. During the quarter, S and P upgraded our credit rating to BBB plus while recognizing the strength of our balance sheet and high quality nature of our portfolio. We continue to maintain a high level of discipline in our underwriting process. This patient approach has paid off as we've been able to capitalize on distressed sellers while leveraging our asymmetric data sets and relationships to identify unique opportunities. Our team's continued efforts to create value and identify these opportunities combined with our improved cost of capital have opened up a larger opportunity set and resulted in accelerated deal flow.

Speaker 2

Given these market dynamics and our well positioned balance sheet, we are increasing our acquisition guidance to approximately $850,000,000 for the full year. With that said, we will continue to be disciplined capital allocators and maintain our stringent real estate quality underwriting standards. Our portfolio and pipeline remain balanced with a variety of differentiated opportunities. Given our liquidity profile, balance sheet and the portfolio's performance, we have raised the lower end of our AFFO per share guidance to a range of $4.12 to $4.14 for the year. This represents approximately 4.6 year over year growth at the midpoint.

Speaker 2

Peter will provide more details on our guidance momentarily. Turning to our 3 external growth platforms. During the Q3, we invested approximately $237,000,000 in 93 high quality retail net lease properties across our 3 external growth platforms. This includes the acquisition of 66 assets for over $215,000,000 The properties acquired during the Q3 are leased to leading operators operating in the sectors including general merchandise, warehouse clubs, home improvement, auto parts, tire and auto service as well as grocery stores. During the quarter, we executed an array of transactions including the acquisition of 3 high performing Walmart and Sam's Club stores located in Elmsford and Kingston, New York as well as Anderson, South Carolina further expanding upon our relationship with the largest retailer in the U.

Speaker 2

S. Also included in the quarter were select off market sale leasebacks with relationship tenants with whom we continue to enjoy a strong partnership. The acquired properties had a weighted average cap rate of 7.5%, a 60 basis point increase year over year and a weighted average lease term of 9.8 years. Investment grade retailers accounted for over 60% of the annualized base rent acquired. As a reminder, we do not impute credit ratings for non rated issuers.

Speaker 2

Through the 1st 9 months of the year, we've invested nearly 176 retail net lease properties spanning 40 states and 26 retail sectors. Approximately $525,000,000 of our investment activities originated from our acquisition platform. I anticipate that the upcoming quarter will be our most active of the year. During the Q3, we commenced 8 development and developer funding platform projects representing total committed capital of approximately $34,000,000 while completing 6 projects with total costs of $19,000,000 In total, we had 33 projects either completed or under construction during the 1st 9 months of the year, representing $135,000,000 of committed capital, inclusive of the approximately $88,000,000 deployed through September 30. Our pipeline for both of these platforms continues to grow significantly, mirroring our efforts to solve the continued challenges that both our retail partners and merchant developers have in bringing new stores to fruition.

Speaker 2

On the asset management front, we executed new leases, extensions or options on approximately 785,000 square feet of gross leasable area during the quarter, including a 211,000 square foot Walmart Subaru Center in Ohio and a 70,000 square foot Marshalls and HomeGoods in Secaucus, New Jersey. As a result of our asset management team's efforts, our 2024 lease maturities now stand at just 3 leases, representing less than 10 basis points of annualized base rents. During the quarter, we also opportunistically disposed of 2 properties for total gross proceeds of over $7,000,000 with a weighted average cap rate of 5.8%. Both of these non core dispositions were Florida based assets, which continue to command a strong bid from 10/31 Capital. Given the questions that we've received, I want to address the status of our existing Big Lots stores post filing for Chapter 11 bankruptcy.

Speaker 2

As discussed before, we have limited Big Lots exposure with less than 40 basis points of annualized base rent as of quarter end, paying just over $6 per square foot on average, which should provide upside in the event of rejection given our confidence in the underlying real estate. Only 2 of our stores have been rejected to date, Manassas, Virginia and Grand Rapids, Michigan. We purchased the Manassas lease at auction effectively terminating it and have executed a letter of intent with a leading operator in the discount retail space with an anticipated recapture of over 150% on net effective rent. We were negotiating multiple letters of intent for our Grand Rapids, Michigan location, which had resulted in a strong recapture rate as well. We look forward to providing further updates in the coming quarters on our progress driving value via our leasing capabilities.

Speaker 2

Similar to Bed Bath and Beyond, Big Lots is another example of our ability to recapture embedded value within the portfolio when credit issues infrequently arise. This is our testament is a testament to our disciplined bottoms up real estate underwriting approach and proactive asset management efforts. Our best in class portfolio now spans over 2,270 properties across all 49 Continental United States, including 223 ground leases comprising nearly 11% of annualized base rents. Our investment grade exposure at quarter end stood at 67.5% and occupancy remained strong at 99.6%. With that, I'll hand the call over to Peter, then we can open it up for questions.

Speaker 3

Thank you, Joey. Starting with the balance sheet, we had a very active quarter in the capital markets, raising nearly $470,000,000 of forward equity and upsizing our revolving credit facility to $1,250,000,000 In July, as Joey mentioned, S and P upgraded our issuer rating to BBB plus from BBB with a stable outlook. The improved investment grade credit rating is a testament to the strength of our balance sheet and reflects the thoughtful and disciplined manner in which we've grown the company. Since achieving our initial rating over 4 years ago, we've tripled the size of our best in class retail portfolio while simultaneously increasing our investment grade concentration and deleveraging our fortress balance sheet. We also entered into $200,000,000 of forward starting swaps during the quarter, effectively fixing the base rate for contemplated 10 year unsecured debt issuance at approximately 3.7%.

Speaker 3

Combined with our outstanding forward equity, this provides us with $925,000,000 of hedge capital to fund investment activity into 2025. During the quarter, we sold over 6,600,000 shares of forward equity via our ATM program, raising net proceeds of approximately $470,000,000 As of September 30, we had approximately 10,800,000 shares remaining to be settled under existing forward sale agreements, which are anticipated to raise net proceeds of $725,000,000 upon settlement. Additionally, as previously announced, we recast our revolving credit facility increasing commitments from $1,000,000,000 to $1,250,000,000 The facility includes an accordion option that allows us to request additional lender commitments up to a total of $2,000,000,000 We also extended the term of the facility to 2029 including extension options and reduced our borrowing costs by 5 basis points based on our current credit ratings and leverage ratio. As of September 30, we have north of $1,900,000,000 of total liquidity, including $1,200,000,000 of availability on our revolving credit facility, the previously mentioned outstanding forward equity and cash on hand. Pro form a for the settlement of our outstanding forward equity, net debt to recurring EBITDA was approximately 3.6 times, which is down half a turn from last quarter.

Speaker 3

Excluding the impact of unsettled forward equity, our net debt to recurring EBITDA was 4.9 times. Our total debt to enterprise value was approximately 25%, while our fixed charge coverage ratio, which includes principal amortization and the preferred dividend is very healthy at 4.5 times. We had de minimis floating rate indebtedness of only $49,000,000 at quarter end consisting of our revolver balance. And as a reminder, we have no material debt maturities until 2028. We are very well positioned to execute on our pipeline and stay well within our stated leverage range without raising any additional uncommitted capital.

Speaker 3

Moving to earnings, core FFO for the Q3 was $1.01 per share, representing a 2.2% year over year increase. AFFO per share for the Q3 increased 2.8% year over year to $1.03 As Joey mentioned, we have increased the lower end of our full year 2024 AFFO per share guidance range to $4.12 to $4.14 representing approximately 4.6% year over year growth at the midpoint. We provide parameters on several other inputs in our earnings release, including acquisition and disposition volume, general and administrative expenses, non reimbursable real estate expenses, plus income tax and other tax expenses. As a reminder, the treasury stock method impact is included in our diluted share count prior to settlement if ADC stock trades above the net price of our outstanding forward equity offerings. The aggregate dilutive impact related to these offerings was over a $0.01 in the Q3.

Speaker 3

Our updated guidance range contemplates similar treasury stock method dilution in the 4th quarter if our stock continues to trade near current levels. Under that scenario, again assuming a stock price in line with current levels, we anticipate treasury stock method dilution will have an impact of over $0.01 on AFFO per share in the 4th quarter. Our guidance further demonstrates our ability to drive consistent earnings growth, which supports a growing and well covered dividend. During the Q3, we declared monthly cash dividends of $0.25 per common share for each of July, August September. On an annualized basis, the monthly dividends represent a 2.9% increase over the annualized dividend from the Q3 of 2023.

Speaker 3

Our dividend is very well covered with a payout ratio of 73% of AFFO per share for the Q3. Subsequent to quarter end, we increased the monthly cash dividend to $0.253 per common share for October. The monthly dividend equates to an annualized dividend of almost $3.04 per share and represents a 2.4% year over year increase. With that, I'd like to turn the call back over to Joey.

Speaker 2

Thank you, Peter. With a robust and growing investment pipeline and nearly $2,000,000,000 in liquidity, we are in tremendous position to execute into the Q4 and into 2025. At this time, operator, we will open it up for questions.

Operator

Thank you. First question comes from Smedes Rose at Citi. Please go ahead.

Speaker 4

Thanks. It's Nick Joseph here with Smedes. Joey, just maybe just starting on the cap rate movement. We obviously saw a 20 basis point sequential decline in the Q3 to 7.5%. The 10 years obviously moved back up to 4.25% right now.

Speaker 4

So kind of curious your thoughts on where cap rates could move from here particularly obviously in the Q4, but just the sensitivity to that movement on the 10 year?

Speaker 2

Yes. Good morning, Nick. It's been a pretty wild ride with the 10 year treasury, obviously, with everybody awaiting the eagerly awaiting the Fed rate cut and then the 10 year doing the opposite, obviously, on the yield front here. So I think, look, you saw, as you mentioned, a 20 basis point compression in Q3. We've seen generally speaking about prior to the 10 year elevating in the last, let's say 30 days another 60, 55, 60 basis points.

Speaker 2

We saw about a 20 basis point, 25 basis point compression. We'll see some compression in our cap rates in Q4, but I'll tell you that will be focused not only the highest quality opportunities where we leaned into effectively leveraging our cost of capital. I think Q4 will not only be the largest quarter for us of the year as indicated by our guidance, but it will also be the highest quality quarter for us for the year. As we move into Q1 now and Q1 sourcing effectively starts this week, it's going to be interesting to see if sellers' expectations in terms of cap rates and overall asking prices in this environment are going to adjust again given the 10 year backing up to that $4.25 $4.24 that you mentioned. So it's moved very quickly.

Speaker 2

I'll tell you this market doesn't move as you're well aware in unison given the fragmented nature and small price point nature. But we'll begin pushing back on cap rates once again here with the elevated 10 year yield.

Speaker 4

Thanks. That's helpful. And then just curious if there's been any changes on the watch list and kind of your thoughts as you talk to tenants on consumer health more broadly?

Speaker 2

No changes to the watch list. I mentioned in the prepared remarks for Big Lots. We purchased the Manassas, Virginia lease effectively terminating it at auction and are negotiating a lease there where we have a significant recapture opportunity. Look, tenants and I'll be on the road as early as next week meeting with a number of tenants. Tenants in the sectors that we are effectively focused, the nondiscretionary, non experiential and of course, non luxury space are still eager to grow.

Speaker 2

And those challenges in their growth given the liquidity challenge, the illiquidity in the merchant builder market based on the regional and local banks provide a huge opportunity for us to continue to step in. Those tenants include the general merchants all the way from Walmart down to large format C Stores, Wawa, Quick Trip, Sheets, and the like of the world, but then the off price retailers as well. We've added a number of TJXs both through the acquisition as well as our development in DFP pipeline. Burlington continues to grow aggressively. Ross continues to grow aggressively.

Speaker 2

And as I indicated on the last call, this is the first time in my career since pre GSE that Walmart, Target, Home Depot and Lowe's are all looking to do new stores. So in those respective sectors tenants still want to grow effectively. And I would attribute that less to the consumer environment and frankly more to the pendulum swinging back from the years of investment in e commerce and frankly neglecting the brick and mortar experience and now tenants' realization that to fulfill the true omnichannel future that we're headed toward they're going to have to continue to invest and that includes adding store counts to their fleet.

Speaker 4

Thank you very much. Thanks, Nick.

Operator

Thank you. Next question comes from Brad Heffern at RBC Capital Markets. Please go ahead.

Speaker 5

Thanks, Jorge, everybody. It sounds like the opportunity set has opened up meaningfully. I'm just curious why you think that is. Is that happening because sellers are more confident in where rates and macro are going? Is it happening because they think pricing is going to get significantly better?

Speaker 5

Is there some other reason you would point to?

Speaker 2

It's a great question, Brad. I think there's a multitude of reasons here. Amongst them, we've had a reset. We've had a reset obviously post COVID and post that low rate environment that we all enjoyed with free money flying around. So we've had a reset which effectively flushed out a lot of buyers in this space and brought sellers' expectations to reality.

Speaker 2

We've had a reset in terms of the 1031 capital because of the lack of overall commercial real estate transactional activity. And so that number continues to be fractional and I don't anticipate it increasing. We've had a reset in our cost of capital obviously with the increase in our stock price. So our cost of capital makes us obviously more competitive and assets that we want to choose. And then we've had a reset in terms of developers' capability, as I just mentioned in Nick's question, developers' capability to match retailer store growth just because of the challenges in that market.

Speaker 2

And so as we discussed in the prepared remarks that I'll say, look, our interim goal here, the medium term is to put $250,000,000 in the ground through development and our developer funding platform on an annual basis. We see a huge opportunity there, not only in acquisitions, but also to continue to grow our relationships with our SandBox retailers through the production of net new stores for them through those two platforms. And so it's a whole different world. There are different participants in this world. We've also seen obviously on the public side different focuses, whether it's international or casinos or experiential or non credit.

Speaker 2

And so it's a very different paradigm we're operating in today than I'll call it pre COVID.

Speaker 5

Okay. Got it. And then if conditions stay similar to this in 2025, similar cost of capital, similar opportunity set, similar cap rates, do you think volumes could go back to the levels that you did in say 2020 to 2022?

Speaker 2

Yes. And I think we can put more on the ground as I mentioned through the other 2 external growth platforms. And I think we can continue to take market share.

Speaker 4

Okay. Appreciate it.

Speaker 3

Thanks, Brad.

Operator

Thank you. Next question comes from Ronald Keumdem at Morgan Stanley. Please go ahead.

Speaker 6

Hey, two quick ones for me. Just on going back to sort of the ramp in activity, maybe can you talk about is it just you guys are seeing more shares and so forth? You think that the entire market is just there's more product out there? And again, what do you think is driving that?

Speaker 2

Ron, it feels like there's more product out there. I don't have any quantitative data. Most of the transaction we do aren't market listed product out there. I'm sure CoStar, one of the services can aggregate the total volume on market or transactions available on market relative to call it 60, 90, 120 days ago. I would attribute our success more just to our value proposition being understood by retailers, developers, owners and understood by retailers, developers, owners and brokers as well.

Speaker 2

That the ability for us to move quickly, close quickly and act decisively has really across all three platforms has really taken hold. And so it's look, it's a pleasure to watch all three platforms. We've invested in all three, most notably this year development and developer funding platform. All three platforms firing on all cylinders. If we harken back to the beginning of the year, we started with the do nothing scenario.

Speaker 2

We're obviously way far from that today. And frankly, we're doing a

Speaker 6

whole hell of a lot. Great. And then I know you said no change to the watch list. Juan, can you just remind us what Bad Dad has been year to date and what you baked into the guidance? And would love just some updated thoughts on whether it's pharmacies or some of the furniture or some of the dollar stores.

Speaker 6

Just 3 months ago, There was a lot of talk about that. Maybe can you just give us some updated thoughts and how you're thinking about those sectors going forward? Thanks.

Speaker 2

Yes. Peter, you want to hit the bad part?

Speaker 3

Sure, Ron. In terms of credit loss, we've experienced roughly 30 basis points of credit loss year to date which is slightly above our longer term average, but overall the portfolio continues to perform very well. And in instances where we have experienced downtime such as Bed Bath and Beyond or Big Lots, as Joey mentioned in the prepared remarks, we're seeing very healthy recapture rates which should bode well for future earnings. In terms of what's contemplated in guidance at the low end of our guidance range, we're still assuming approximately 50 basis points of credit loss for the year. But at the higher end of that guidance range, we're assuming credit loss that's more in line with our year to date average.

Operator

Thank you. The next question comes from Eric Borten at BMO Capital Markets. Please go ahead.

Speaker 7

Good morning out there. Joey, with the acquisition market seemingly opening up, in the asset that you're targeting, are you seeing larger portfolio deals come to market or is it mainly more singles and doubles?

Speaker 2

It's a I tell you it's a myriad of opportunities. Single credit portfolios, sale leaseback opportunities, which we anticipate closing in Q4 to Q1 due to smaller sales scale sale leaseback in Q3 here. One off opportunities directed from retailers, all different types. I'll tell you this is the largest breadth of opportunity set that we've seen that I can recall. And so it's all over the board.

Speaker 2

I'd tell you, we're not paying portfolio premiums at this point by any means, but it's really all over the board today. That's helpful. And then more of

Speaker 7

a bigger picture question just with natural disasters becoming a bigger threat today, how are you thinking about your current exposure to states with higher risks such as Florida and California? And how is the increasing probability of hurricanes and forest fires affected your thoughts on future acquisitions today?

Speaker 2

It's definitely impacted. It's part of our underwriting. Look, we're looking in those areas. And frankly, the occurrence or the potential occurrence of natural disasters, we're also looking at it from an insurance perspective. And so it is definitely at the forefront.

Speaker 2

Be pretty careful that we're covering all of our bases. And we're going to have the insurance program in place to just to make sure that we don't run into any challenges there.

Speaker 7

Okay. Appreciate the time. Thank you.

Speaker 2

Thank you.

Operator

Thank you. The next question comes from John Kielikovsky at Wells Fargo. Please go ahead.

Speaker 8

Thank you. So, I'll start with there's been a fair bit of headline and credit issues in the net lease space this year. How are you thinking about portfolio construction as we move into 2025 in terms of changing preferences for top tenant sectors?

Speaker 2

I think we're in tremendous position. I think what we've been talking about a lot of these credit issues and in questioning the concentrations from both tenant and sector perspective, if you look at pharmacy, for example, we're at 4% pharmacy today. That number was close to 50% when we launched the acquisition platform. I mean, there's one company that's been harping on Walgreens and divesting of Walgreens here for nearly a decade now. If you go to our disposition side and read the prior transcripts, we've been very clear.

Speaker 2

We'll acquire select CVS pharmacies, specific to the pharmacy space of course, but select CVS pharmacies in the new world order. And I think pharmacies are similar to theaters today. Pharmacies aren't going away. Movie theaters aren't necessarily going away. We're over pharmacy and we're over screened in this country and there are multiple avenues to fulfill your need for a pharmaceutical product or to go watch a movie whether it's at home on Netflix or in the movie theater or on Apple TV.

Speaker 2

And so we're going to continue to operate a balanced portfolio. No sector in our portfolio is over 10%. Grocery is obviously at the top of that list at about 9.4%, followed by home improvement and tire service. The only tenant in our portfolio north of 5 percent is Walmart, the biggest retailer in the country, which we added, as I mentioned in the prepared remarks, 3 opportunities and continues to thrive. So I think ultimately a balanced portfolio not taking unnecessary concentration risk from a tenant or sector has benefited us.

Speaker 2

I think that was frankly ignored by the investor community or at least pushed to the side secondarily by the investor community for a while. And the headline risk comes and bam, people suffer from it. And so historically those gray lines have been 5% from a tenant perspective, 10% from a sector perspective and we've abided by that, absent Walmart exceeding that 5% number and we'll continue to operate a well balanced portfolio with the leading operators in their respective sectors.

Speaker 8

And on that, so 711 has been making its rounds with a large portfolio that sounds like it's being marketed around a 6.5 and then also 7.11 last week announced the closure of 4 44 stores. So first part of my question would be, how do you think that kind of price discovery would impact some of your target acquisition verticals on yields going forward? And then 2 would be have they communicated to you that any

Speaker 9

of those closures are yours?

Speaker 2

To your second question, no. I will actually be at 7.11 with the team next week. To your first question, I would tell you a large scale sale leaseback that you're referring to doesn't impact price discovery at all. I think you have institutional capital that is chasing it, will compress cap rates, will pay a portfolio premium to drive the necessary volume that they think is appropriate in their pipeline. But that has no impact on our pricing, our price discovery, frankly, a transaction of that size would be disproportionate to everything I just spoke of in terms of tenant concentration and sector concentration.

Speaker 2

Got it. Thank you.

Operator

Thank you. Next question comes from Linda Tsai at Jefferies. Please go ahead. Hi, good morning. Just on

Speaker 10

the topic of credit, what was it that made Fitch want to increase your credit rating to a BBB plus and then does this impact your debt cost of capital?

Speaker 2

I'll let Peter talk about the impact to the cost of capital. I'll tell you, we think it was a long time coming. And we've been pretty clear with the fixed income market. I think the fixed income market has agreed with us. When S and P initially rated the company, Peter, in we were the last meeting they had, the onset of COVID in when was that?

Speaker 2

March of 2020. Yes, March of 2020, we were 1 third the size. I'll let you take it from here. I'm just going to Sure.

Speaker 3

Yes. Linda, to answer your question, we were initially rated back in early 2020. We've since, as I mentioned in the prepared remarks tripled the size of our portfolio. We've increased the investment grade concentration in our portfolio. We've deleveraged the balance sheet.

Speaker 3

So to Joey's point, I think this has been a long time coming. I think we view our credit metrics as indicative frankly of a company that's stronger than BBB plus and we're going to continue to maintain a very conservative and well positioned balance sheet. In terms of the impact to our debt cost of capital, I think most investors viewed us as frankly a BBB plus company before we got the upgrade and we were on a positive outlook. And so we haven't necessarily seen a material impact to our debt cost of capital from the upgrade alone, but we continue to maintain attractive spreads in the unsecured markets because of the way that we maintain the balance sheet and we'll continue to do so.

Speaker 10

Thanks. And then Joey, you always have a good perspective on tenant credit. We're seeing some weakness in the restaurant space. There's a headline this morning that Denny's is closing 150 stores. Can you opine on what's happening with the restaurant chains?

Speaker 2

I continue to eat at them, not specifically Denny's. But Linda, we've been pretty clear that restaurants are not in our sandbox. Our restaurant exposure is on ground leases. We'll take the building back for free. But specifically the furnitures, the fixtures, the mechanical, electrical and plumbing, the build outs all amortized into the rental rates in one of the 2 probably most difficult retail business retail sectors to operate in the restaurant business is not our forte.

Speaker 2

Again, we're focused on fungible rectangles here. And generally, those rents are elevated and they're tenant specific. And so our focus has not been in the restaurant space. We didn't acquire one in Q3. I don't anticipate us acquiring 1 in Q4.

Speaker 2

We'll continue to enjoy the food and stay away from the real

Speaker 10

estate. But any general thoughts on why they might be struggling now?

Speaker 2

Certainly. I mean, look, if you look at the elevated labor cost to constrain consumer at the low end, I mean, there's different value propositions here, but elevated labor costs led by the State of California, elevated consumers, also just the elevated consumer preference, frankly, excuse me, for eating at home, utilizing things such as DoorDash and Uber Eats. Those numbers have not come down to pre COVID levels. And it's a difficult business, undeniably. But I would tell you, it's just not restaurants.

Speaker 2

What we're seeing today is a shakeout in that post COVID free money world of retailers that probably had no value proposition in the 1st place, but had access to cheap capital that elongated their life cycle and we'll see continued elevated bankruptcies. Now while they have to refinance their ongoing obligations and their sales continue to erode. And so we're going to see that in the pet space, in the office supply space, in the sporting goods space, in the restaurant space. These are things that were inevitably delayed by free capital or nearly free capital that was out there. And now we're seeing the shakeout.

Speaker 2

And so it's back to capitalism, which I think is healthy.

Speaker 10

Thank you, Joey.

Speaker 2

Thanks, Linda.

Operator

Thank you. Next question comes from R. J. Milligan at Raymond James. Please go ahead.

Speaker 11

J. Milligan:]

Speaker 2

Hey, good morning, guys.

Speaker 9

Joey, just a bigger picture question as we're looking into 2025. I'm curious where you think the potential upside is from current expectations? Do you think that might be volume or is it spreads in terms of what the potential upside is next year? And then same question on the downside, do you think it's potentially lower than expected volume, lower than expected spreads or higher credit loss?

Speaker 2

Arjun, Matt, honestly sure where expectations are today, potentially get a better feel forward after NAREIT in Las Vegas where they are today. We've been focused on closing out 2024 here, including sourcing for the Q4. Look, I think it's pretty clear we've built a war chest with nearly $2,000,000,000 in liquidity and a value proposition that's distinct in this space. We're going to execute. What those expectations are, they vary obviously across the street.

Speaker 2

What those expectations are today, I'm not truly certain. But I think people can expect more of the same from us. We don't the second slide in our deck pretty much says it all. And so we are we're going to continue to execute. There won't be any surprises here.

Speaker 2

And I think that's it. We'll get a sense obviously as people turn their attention toward 2025 in the near future, I would assume.

Speaker 9

I guess another way to ask it would be, as you think about 2025 and you've often gotten the question as to what keeps you up at night is, is it concerns about credit? Is it concerns about where the tenure moves? What does keep you up?

Speaker 2

I don't sleep much to begin with. I don't know. Look, Peter has done a tremendous job from a hedging perspective. We have $200,000,000 as he mentioned in the prepared remarks, hedged at $3,700,000 for anticipated issuance, 10 year issuance in 2025. We have $735,000,000 of forward equity.

Speaker 2

And so I'll tell you the capital side of the balance sheet is not keeping me up, right? So the sources are and I'm very confident that we're going to be able to find accretive opportunities that are high quality to invest in. So there's nothing here that keeps me up at night. From a macro perspective, from an internal perspective, I think risk mitigation is critical in that lease. That's driven by having a hedging policy, whether it's forward equity or swaps, not trying to top the market, not trying to wait out for the last dollar or $2 for a share price.

Speaker 2

And then executing on a consistent basis with a strategy that's aligned with where you think the retail consumer is heading with sound underlying fundamental real estate. And so as Peter mentioned, Bed Bath and Beyond goes out, we have 3 of them, great outcomes. Big Lots files bankruptcy, we buy the lease in bankruptcy, we'll have a 100 and full buy in the Manassas, we'll have 150% lift on a net effective basis, not just a gross basis here. So we're in tremendous position to execute for the remainder of this year and I'm excited about the Q4 and 2025. And I think it's always good to have that visibility into your sources and cost of capital heading into the year.

Speaker 9

Appreciate it. Thanks guys.

Speaker 2

Thanks RJ.

Operator

Thank you. Next question comes from Joshua Dennerlein at Bank of America. Please go ahead.

Speaker 2

Yes. Hey, everyone. Joey, maybe just a follow-up to John's question earlier. You mentioned getting ahead of like kind of issues like Walgreens kind of years before most others. What is it about your process for watching out for companies or sector issues that kind of allows you to do that?

Speaker 2

Well, I think, look, we have a credit monitoring process in place here, that reports obviously up through Peter that we're watching not only tenants in our portfolio, but the broader for several years now, upwards of a decade, we were overstored. For several years now, upwards of a decade, we were over stored. And I've talked about it at length. The front end of the store continued to lose share to C Stores, to Amazon, the back end of the pharmacy itself, generic pressures, alternative means of fulfilling pharmaceutical products, whether it's Walmart or it's Mark Cuban startup or it's Amazon or any of the supercenters out there, I think it was very clear. And then when you look at it from a real estate perspective, a 1300000 to 14000 square foot rectangle is a difficult space to fill.

Speaker 2

It's a dollar store at the end of the day, generally speaking. And so I think the smell test is always probably the best test. Walk the store, figure out what the value proposition is to consumers, what drives consumers to fill baskets at that store and make in store or out store purchases. And frankly, Walgreens hadn't passed that test. I've said before, I think on an earnings call, when I need toothpaste, I hit order again, it shows up the next day.

Speaker 2

And it's pretty efficient. And I don't have to go drive to a pharmacy and find the toothpaste and wait in line. So it's really if you look at the entire retail ecosystem and you say and there is lots of concentric circles here and lots of crossover and you look at the retail environment, you say where else can this be replicated faster, cheaper or more efficiently, pharmacy fell right in the middle of those concentric circles. Compare and contrast that now to off price. We're one of TJX's largest landlords.

Speaker 2

They're our critical partner. We love their business. It's similar to Burlington as well. Where else can you fulfill, right, that bargain hunting experience, whether it's a purse or a shirt or shoes, where else can you fulfill that today? You can't do it at other retail outlets unless they're in the same sector off price, you can't fill it online.

Speaker 2

And so again, the lack of competition, the lack of crossover there is critical. And so I think we quickly identified the challenges that Walgreens was facing. And then we also understood that getting that real estate back as opposed to Bed Bath and Beyond or Big Lots, which are paying $6 a foot on marketable rectangles, would pose a challenge. Combine that with cap rates being artificially compressed, we thought for Walgreens just due to their credit profile years ago, we chose to divest and recycle that capital. I appreciate that color.

Speaker 2

I'll yield the floor. Thanks, Joey. Thanks, Josh.

Operator

Thank you. Next question comes from Michael Goldsmith at UBS. Please go ahead.

Speaker 11

Good morning. Thanks a lot for taking my question. Joey, I believe you said that acquisitions in the Q4 would be the highest quality of the year. What do you mean by that? I know you always have a focus on tenant quality, but is that attention heightened in the current environment?

Speaker 2

We made a concerted effort to utilize our cost of capital advantage in distinct and discrete purposes. And that is to target the highest quality that's from a credit perspective and underlying real estate perspective. There will be unique transactions with retailers in the quarter. I anticipate just from optically, from an investment grade perspective, it will be the highest of the year. Weighted average lease term will be the highest of the year in the 4th quarter as well.

Speaker 2

There are some very unique transactions in the Q4 that we're actively working on, that we're excited to talk about extending all the way into the Q1 now. So it's a function of the real estate, the store level performance as well as the tenant credit profile. Got it.

Speaker 11

And then second question, just on the guidance, you brought up the low end of your AFFO guidance, kept the high end. Is that a function of just it's too late in the year to make a larger impact on the guidance and that all this acquisition activity in the Q4 is going to be more reflected in the growth rate in 2025. Is that right?

Speaker 2

Yes. Look, anything acquired during the Q4, if you just middleweight it, which is sometimes even difficult to do in the Q4 given the holidays is de minimis in terms of accruing to earnings for the year. Secondarily, if you take the Q4 in Peter's prepared remarks with the Q3, we have $0.02 here of treasury method dilution. Those $0.02 are incorporated into the guide inclusive of the $0.01 in the 4th quarter. Peter, anything I missed?

Speaker 3

No, I think that's right, Joey. And just from a timing perspective, Michael, our acquisitions are actually typically back weighted in any given quarter around 2 thirds back weighted was the timing that we saw here most recently in the Q3, which means that a lot of these acquisitions are really going to be closing in December or late November and we're not going to get significant impact to 2024. To your point, it will be more so 2025.

Speaker 2

Yes. Just to speak to the treasury method of dilution for a second. Look, we were obviously the 1st company in the net lease space to utilize forward equity nearly 90% of equity raised in the space, correct me if I'm wrong Peter, in the last 2 to 3 years has been on a forward basis. Obviously, the impact or earnings because of the accounting methodology is a couple of pennies this year we anticipate. We're perfectly fine with that.

Speaker 2

We think that that is a part of the virtuous cycle of net lease getting ahead of capital raising needs and shareholders make money and we have to take a penny or 2 of dilution due to the treasury method, we are perfectly happy with that scenario. And so we're not again, we're not trying to top the market. We don't have a crystal ball. We're just dumb real estate guys over here. What we are trying to do again is get medium term visibility utilizing hedging opportunities such as forward equity as well as swaps on the forward starting swaps on the 10 year treasury to have that visibility so we can run into 2025 with a full head of steam and not worry about what our cost of capital is going to be.

Speaker 11

Thank you very much. Good luck in the Q4.

Speaker 2

Appreciate it. Thank you.

Operator

Thank you. Next question comes from Rob Stevenson at Janney Capital Markets.

Speaker 12

Good morning. Joey, I don't think you've acquired any ground leases here today. Can you talk about what's going on in that market? Is it more of a lack of product or pricing has been too high that's kept you largely on the sidelines?

Speaker 2

It's a combination. You'll see ground leases in Q4. We have a number of them in the pipeline currently. But we've been very discerning with what we're going to acquire given that minimum 100 basis point spread that we started the year with on a leverage neutral basis. We weren't going to mean anything even to the tune of 10 or 20 basis points at that point in time.

Speaker 2

But there are a number of ground leases in the pipeline in Q4. We're certainly continued to we'll continue to look for them and to source them. But if you look at the first half of the year, frankly, there wasn't much product on the market. Sellers were extremely hesitant. Buyers inclusive of us were extremely hesitant.

Speaker 2

So I tell you it's really the tale of 2 halves. The Q1 is generally sourced predominantly in the Q4 of the prior year. And so it's just a function of timing as well as the market conditions.

Speaker 12

Okay. And then how are your theaters doing today versus pre COVID? Are we getting closer to seeing non vacant or distressed assets a normal operating asset trade at normal cap rates? Or is it still some way out into the future given the stigma in the marketplace on theaters?

Speaker 2

I don't think it ever comes back. Thank God, we don't have too many of them. Look, we had one Regal that went through the bankruptcy that was a firm that's a high performer with tremendous underlying real estate. We have one Cinemark that's a high performer and a couple of AMC's, but we have no interest in the theater space and I think anticipating a rebound in the theater space is probably wishful thinking.

Speaker 12

Is that something that's sooner or later from a disposition standpoint for you guys?

Speaker 2

Someone wants to buy a theater direct them to us. We'd be happy to dispose of 1. I don't think there's a real market for movie theaters today.

Speaker 12

Okay. Thanks guys. Appreciate the time.

Speaker 13

Thanks Rob.

Operator

Thank you. Next question comes from Haendel St. Juste at Mizuho. Please go ahead.

Speaker 14

Hi, good morning. This is Ravi Vaidyan on the line for Haendel. Hope you guys are doing well. You guys have massive liquidity and capacity and a widening opportunity set, but just want to understand what's your visibility on 4Q and 1Q right now given any interest rate volatility, any potential election risks? What's under contract today?

Speaker 14

And what are the going in cap rates for what's under contract?

Operator

Yes, please.

Speaker 2

Q4 obviously will be as I mentioned will be the largest quarter for us. We've increased the guidance to approximately $850,000,000 so you can deduce what we anticipate approximately in Q4. Q1, we're just turning on the hose, frankly, this week, given our 70 days or 69 days of letter of intent execution to closing. We do have a couple of transactions already in Q1 that are either on a forward basis, but we'll be watching pricing very astutely here. And again, deploying capital we think that it's accretive to both to our earnings as well as qualitatively accretive to the portfolio.

Speaker 2

The second question there that I missed?

Speaker 14

Anything with election risk or and what are the yields for your what do you have under contract in 4Q?

Speaker 2

4Q, again, not done yet. We'll see when we report 4th quarter or some of the year actually, most likely in the beginning of January. Election risks, specifically related to real estate, look, the tenthirty one isn't on the table. But I think generally speaking, some of the spending policies out there, some of the tariff proposals that are out there, these are secondary effects obviously on fiscal policy and will impact monetary policy. But there is nothing specific to real estate that is on the table historically such as the 1031 being eliminated or any tax motivation that we see really on the horizon.

Speaker 2

That said, we have heard from a number of sellers that they're waiting for November 7. Our response has been you may have to wait for November 9 or November 10 to actually see how this election plays out, that they are waiting to see which way the election goes. But no direct policy implications, but you certainly can read into the secondary and tertiary impacts.

Speaker 14

Got it. Just one more here. Can you offer any further commentary about the distressed opportunities that you're seeing and how you balance yield and tenant credit when evaluating them? Thanks.

Speaker 2

Yes. When we refer to distressed opportunities, generally these are distressed sellers that have debt to pay off either asset specific or non asset specific or I'll give you an example in Q3 one of the Sam's Clubs that we acquired that we referenced was in a trust. And the trust was liquidating for obviously for most likely for tax reasons. But we're not buying distressed real estate or distressed credit. We're out there targeting utilizing different data sets, distressed sellers.

Speaker 14

Understood. Thank you.

Speaker 2

Thank you.

Operator

Thank you. Next question comes from Spenser Allaway at Green Street. Please go ahead.

Speaker 15

Thank you. Just going back to the development landscape, can you just provide some color on construction costs as they've been really topical and then where yields are today?

Speaker 2

Yes. Good morning, Spencer. Construction costs remain extremely elevated with no end in sight. As I've mentioned in previous calls, construction costs for this country have gone up sequentially year over year for the last century, while commercial rental rates across sectors have varied. And so we're not seeing any let up in construction costs.

Speaker 2

Frankly, they're prohibited on a number of projects, specifically if the tenant can't absorb it on an ST and L deal. And I think the secondary real driver here is the lack of liquidity in the regional and local banking system, which finance generally merchant builders and developers. And so it's provided us a tremendous opportunity when those costs make sense, but you can't build anything expansive without a TIF here in place or some type of subsidy. But it provided us a tremendous opportunity to not only step in as an organic developer, which we're doing for a number of retailers, but also to leverage our developer financing platform, to step into 3rd party opportunities and or bridge the relationship with retailers. And so as I said that that pipeline is growing.

Speaker 2

We anticipate next year most likely being a if not a record year close to it with a medium term target of putting $250,000,000 in the ground annually.

Speaker 15

I think yes, really helpful. I I was actually going to ask, I know you outlined that annual target, but I was wondering if in the future years you think that this could kind of tick up? And if not, do you guys have any sort of implied cap on this investment vertical?

Speaker 2

Yes. Generally, we're looking for a spread over where we can buy like kind product and that is based off of the duration and scope of the project. So if for example, when we work with Gerber or Sunbelt or an off price retailer, if we can jump into a building, a structure that's existing, modify it, retrofit it, turn it over in 90 days, that spread can go down to 50 basis points, right? Let's call that a 90 to 120 day project duration. Now we have internal expenses and things like that relative to an average of 70 days closing a stabilized acquisition.

Speaker 2

If we're going to go through extensive entitlement process and this is an 18 month project, you can double or triple that return that spread there. So it's really the scope and duration. Obviously, we're doing credit and lease term and real estate neutral there, But we really price it off of where we can buy stabilized product. That said, when our retail partners get in a pinch, we will step in, and help them. We enjoy tremendous relationships.

Speaker 2

We're amongst the largest, if not the largest landlord for all of our retail partners. And they understand that we view this as a really a true partnership, not just a landlord tenant relationship here. And so those projects we actually have 2 more team members joining our development platform, both in construction and development here, and one actually joined and another one joining in the next week. We're scaling it both of a continue to scale and I should say from a systems, a process as well as a human resource, from a human resource perspective. And we continue to see, really a flood of opportunities there.

Speaker 15

Thanks so much. That's really helpful.

Speaker 2

Thank you, Spencer.

Operator

Thank you. And the next question comes from Upal Rana at KeyBanc. Please go

Speaker 13

ahead. Great. Thanks for taking my question. So Joey, your portfolio's investment grade profile has come down in recent years in recent quarters. But you've talked about 4Q going to be one of your highest quality acquisition quarters.

Speaker 13

Do you expect the IG profile to begin to trend higher going forward given your improved cost of capital?

Speaker 2

Peter, I'm not sure within in recent years it's come down you said? I think it's In recent quarters. Yes. Recent quarters you've seen some changes and some deviations. But I'll tell you, let's just take Q3 for example, which was approximately 60% investment grade.

Speaker 2

The remainder of that 40%, we don't impute credit ratings to work with Hobby Lobby, Gerber Collision, you can see their balance sheet. Boyd Group with a 2 times lease adjusted leverage. Hobby Lobby, which is a private company with effectively no long term debt. David Green doesn't affect it doesn't really need anybody else's money. He's the owner of Hobby Lobby.

Speaker 2

He's doing just fine. And then a Giant Eagle, a high performing Giant Eagle, which is a $10,000,000,000 revenue company, a grocer and doesn't have. And so again, credit ratings to us are an output of the biggest and best retailers, the majority of them in the country. But we're not going to shy away from Publix or Aldi or Chick Fil A or Hobby Lobby or any of those Gerber Collision, those leading operators that don't have public debt out there outstanding and have a credit rating. And so there's a number of retailers that are in our sandbox that don't have credit ratings.

Speaker 2

There are retailers in our sandbox that are today sub investment grade, notably Burlington, a tremendous partner for us. We work across all three platforms with Burlington, most recently upgraded, I believe, 1 notch

Speaker 11

below investment grade on the trajectory to being a

Speaker 2

real player, the 3rd investment grade on the trajectory to being a real player, the 3rd player in this off price space as they surpassed their goal of 1,000 stores here. So that's really not the driver. It's an output for us. That said, as I mentioned earlier, Q4 will be the highest investment grade exposure of the year just due to the complexion of the transactions in the pipeline.

Speaker 13

Got it. Okay. Thanks for the color. And then last one for me. You mentioned a number of tenants in sectors that are growing or want to grow and have mentioned free capital elongating the life of some of these troubled tenants as well.

Speaker 13

But do you think that we are nearing an end of some of these heightened tenant credit concerns broadly or still have a ways to go?

Speaker 2

I think we've got a ways to go. I think we're in the middle innings. But you can look around the retail landscape and there's a number of third party agencies, not necessarily Moody's or S and P that do a tremendous job analyzing their basket size, their ticket size as well as their traffic. But I think we are just in the middle innings here. I think again, if you look at the pet space, you look at the office supply space, if you look at the sporting goods space, the only true category killer where we have gone through a full cycle here is consumer electronics.

Speaker 2

And that's why we have selected Best Buy, a high investment grade rated company with a true value proposition inclusive of service in the Geek Squad and their health proposition. CompUSA is gone, HX Red is gone, all of their historical competition, Circuit City, if you remember them, gone, all of their historical competition is gone. Now if you look at the other category killers, we haven't seen that. We haven't seen that. Today, we still have Petco, PetSmart, Pet This, Pet That.

Speaker 2

At the end of the day, I think PetSmart is probably the winner. We're not going to increase material exposure there, but we're certainly not going to be investing in Petco. Sporting Goods, Sportsman's Warehouse amongst others are on the ropes. And so we're going to continue the restaurant space we talked about earlier. General merchants, of course, here, anyone can follow the malls, but you can also look at Kohl's.

Speaker 2

If you're a general merchant that doesn't sell food and have no true value proposition to your consumers today, guess what they're going to off price. And so there is a lot of attrition that is going to continue to happen. And there's going to be winners and losers. Again, our focus with our SandBox tenants is on those winners.

Speaker 13

Got it. Thank you for taking my question.

Speaker 2

Thank you.

Operator

Thank you. We have no further questions. I will turn the call back over for closing comments.

Speaker 2

Thank you everybody for joining us and we look forward to seeing you in Las Vegas or any of the upcoming conferences. Have a great one. Thank you.

Operator

Ladies and gentlemen, this concludes your conference for today. We thank you for participating and we ask that you please disconnect your lines.

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Earnings Conference Call
Agree Realty Q3 2024
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