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Agree Realty Corporation (NYSE:ADC)

Q4 2013 Earnings Conference Call

February 25, 2014 09:00 ET

Executives

Joey Agree - President and Chief Executive Officer

Brian Dickman - Chief Financial Officer

Al Maximiuk - Vice President, Finance and Accounting

Analysts

RJ Milligan - Raymond James & Associates

Wilkes Graham - Compass Point

Dan Donlan - Ladenburg Thalmann

Craig Kucera - Wunderlich Securities

Operator

Good day and welcome to the Agree Realty Fourth Quarter and 2013 Year End Earnings Conference Call. All parties will be in listen-only mode. (Operator Instructions) Please note this event is being recorded.

I would now like to turn the conference over to Mr. Joey Agree, President and Chief Executive Officer. Please go ahead, sir.

Joey Agree - President and Chief Executive Officer

Thank you, Denise. Good morning, everyone and thank you for joining us for Agree Realty’s fourth quarter and 2013 year end earnings call. With me today are Brian Dickman, our new Chief Financial Officer and Al Maximiuk, our Vice President of Finance and Accounting.

2013 was another strong year for the company as we continued to expand and diversify our portfolio while generating positive returns for our shareholders and maintaining a best-in-class balance sheet. For the year, we invested approximately $100 million in high-quality properties net leased to industry leading retailers. We acquired 18 properties for approximately $73 million and developed or redeveloped 6 additional properties for an aggregate cost of approximately $26 million, including our joint venture Capital Solutions project. These 24 properties are located in 17 different states and leased to tenants representing 12 diverse retail sectors. Approximately, 56% of the rents generated by these properties are derived from investment grade retailers and the average cap rate on our investments was approximately 8.4%. We continue to focus solely on net lease retail opportunities, where we are able to leverage the company’s longstanding relationships and expertise to pursue investments that result in greater portfolio diversification as well as growth in our operating results.

At the end of the year after considering the recently announced disposition of the Ironwood Common Shopping Center, our portfolio consisted of 130 properties across 33 states and encompassing approximately 3.7 million square feet of GLA that was 98% leased. The portfolio included 122 net leased assets, which generated 86% of our annualized rents with the remainder being derived from our eight remaining community shopping centers. As a reminder, the company developed nearly half of these properties, including all eight remaining shopping centers and 52 of the net leased assets, including the Hobby Lobby in Grand Forks, North Dakota and our newest Walgreens on the University of Michigan campus in Ann Arbor, both of which were delivered in the fourth quarter. As the only net leased REIT with this type of retail real estate expertise, we have a unique perspective as well as a competitive advantage when underwriting such investment opportunities.

As of December 31, 2013, the company’s portfolio had a weighted average lease term of 11.7 years remaining, which increased to 13 years specifically for our net lease portfolio. Investment grade retailers generated 62% of annualized base rents across the portfolio and 71% when looking only at the net leased properties. We believe these metrics are the strongest among our peer group and are representative of the high-caliber net leased portfolio that we have aggregated.

As we announced late last week, subsequent to the quarter end, we disposed of Ironwood Common, a non-core shopping asset anchored by Kmart and Miner’s Super One Foods. This transaction reduced our Kmart exposure by approximately 13%. And consistent with this strategy that we have been articulating, we will continue to look for opportunities to reduce its concentration further. In general, we believe that our portfolio was in absolute condition and our balance sheet is geared toward additional growth. We currently have two properties under construction, a Wawa store in St. Petersburg, Florida and our joint venture project in New Lenox, Illinois, as well as the strong pipeline of acquisition and development opportunities.

With that, I will turn the call over to Brian to discuss our financial results.

Brian Dickman - Chief Financial Officer

Thanks, Joey. Good morning everybody. Let me start by saying how pleased I am to be here. I think Agree Realty has an extremely great future and I am excited to be part of the team. I look forward to getting to know each of you on the call today.

With that, let’s move on to the requisite disclaimers. First off, during this call, the company will make certain statements that maybe considered forward-looking under federal securities laws. Our actual results may differ significantly from the matters discussed in any forward-looking statements. In addition, please note that we will be discussing non-GAAP financial measures, including funds from operations or FFO and adjusted funds from operations or AFFO. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures can be found in the company’s earnings release issued yesterday which is available on our website at agreereality.com.

As announced yesterday, total revenues for the fourth quarter increased by 26% over the comparable period in 2012. This is our sixth consecutive quarter announcing 20 plus percent year-over-year revenue growth and is a testament to the execution of our acquisition and development teams. For the full year total revenues in 2013 also increased by 26%, which follows a 14% increase in revenues we experienced in 2012 over 2011. For the fourth quarter we reported FFO per share of $0.56 and AFFO per share of $0.57, which represent material increases over the $0.52 per share we recorded for both FFO and AFFO in the fourth quarter of 2012. For the year, we reported FFO per share of $2.10 and AFFO per share of $2.13 as compared to $2.03 and $2.08 for FFO and AFFO respectively in 2012.

The company paid its 79th consecutive cash dividend for the fourth quarter and was $0.41 or $1.64 on an annualized basis. Our payout ratio for the quarter was 73% of FFO and 72% of AFFO. And while any changes in our dividend policy will be made by our Board, our payout ratio suggests that we have the capacity to potentially increase our dividend for the second year in row.

Moving on to the balance sheet where the company continues to be in a very strong position. As a result of our $48.8 million equity offering in late November, our total debt to total market cap at the end of the year was approximately 26% and debt to EBITDA was approximately four times. These metrics compared to our targeted leverage levels of 35% to 40% and 4.5 times to 5 times and applied balance geared to growth as Joey indicated earlier. Our $85 million unsecured revolving credit facility had only $9 million outstanding at December 31 leaving $76 million of additional borrowing capacity. Increased coverage is a robust four times and our debt maturities are well staggered with only $17.8 million maturing in the next three years including $9.2 million in 2014 and $8.6 million in 2015.

In closing, we believe the company is well-positioned and well-capitalized to continue expanding and diversifying our portfolio. And our goal is to do so while delivering consistent results and maintaining a high quality balance sheet.

With that, I would like to turn the call back over to Joey.

Joey Agree - President and Chief Executive Officer

Thank you for the update Brian. We are extremely pleased to have you on board. Before we open it up for questions I just like to expand upon Brian’s last remarks. We are clearly looking to grow the company, but we are going to do so in a disciplined and sustainable way that includes improving portfolio quality, maintaining a strong balance sheet and focusing on accretive transactions. We have invested over $275 million in high quality net leased assets since April of 2010. And we are poised to carry the momentum into 2014 and beyond.

At this time we would like to open it up for questions.

Question-and-Answer Session

Operator

Ladies and gentlemen, we will now begin the question-and-answer session. (Operator Instructions) Our first question will come from RJ Milligan of Raymond James & Associates. Please go ahead.

RJ Milligan - Raymond James & Associates

Hey, good morning guys.

Joey Agree

Good morning RJ.

RJ Milligan - Raymond James & Associates

Joe, pretty light – relatively light acquisition activity in the fourth quarter, you have already announced a decent amount of activity so far in the first quarter here. Curious if in the fourth quarter there is anything structural going on in terms of where the market is, where cap rates are. And then what are you seeing in the pipeline?

Joey Agree

That’s a good question RJ. I think the $4 million in acquisition activity in the fourth quarter frankly was probably just an aberration for us. We did a number of transactions that were either going through diligence or waiting on some condition to close that we anticipate as frankly as either closed in the first quarter or will close in the first quarter. I don’t think that anything to use for our run rate on a go forward basis. So no structural changes there, just timing.

RJ Milligan - Raymond James & Associates

Okay. And on the pipeline going forward you are still seeing a lot of product coming to market, sort of a sweet spot?

Joey Agree

I don’t think anything has changed in terms of the supply coming on market. I think we continued to see a significant or pent-up demand. We don’t see the kind of new supply coming on market in terms of net new product. Development activity is still historically light, but we are still able to find and source opportunities both serve our portfolio from a diversification perspective and are accretive to our shareholders.

RJ Milligan - Raymond James & Associates

Okay.

Joey Agree

Okay.

RJ Milligan - Raymond James & Associates

And a question, this is probably for Joey both you and Brian. Just curious the thought process in terms of the skills and expertise that Brian, added to the management team and if there is a – this is a signal of any sort of new strategy for the company or you guys are going to become more aggressive in certain areas, just some comments on the hiring there. And may be Brian your thoughts on where you would like to change the strategy or help complement the strategy?

Joey Agree

Sure. Let me I will take it from the top and then I will pass it over to Brian. I think first and foremost as I mentioned in the prepared remarks, we are thrilled to have Brian on board. We have been working with Brian in obviously a different capacity for upwards of three years prior to him starting here at the company. And I think it is the combination of his financial expertise, his institutional experience, really his net-leased knowledge and focus. And then his leadership and strategic mindset will be a huge addition, he is already a huge addition to the company. And really complements the existing accounting and finance team that we have in place here.

Brian Dickman

This is Brian. I think really I am just looking to be additive here I think if you look at what Joey and the rest of the team have accomplished over the last three years and what they done with the portfolio just want to continue that trend and do more the same. If there is any specifics at all my – the benefit that I had of being able to interact with management teams for the last nine years, I think has given me some interesting insight and experience that I think contribute here some capital market knowledge and then really just some, excuse me, strategic transactions that I have done from an M&A capacity as those opportunities are available to us. I think I can be helpful with those as well, but no major change in strategy, I don’t think.

RJ Milligan - Raymond James & Associates

Okay and my last question before I get back in the queue here is Joey can you provide any numbers maybe cap rate on the Kmart disposition or at least a thought process on why now is an appropriate time to dispose of that asset?

Joey Agree

Sure, we are really just continuing the trend that we started in 2012. We have now divested really a quarter of our shopping centers and came out in good assets. And we continued to divest of assets where we think it’s an opportune time to monetize via a disposition where we don’t see any strategic repositioning of the assets either through existing boxes, redevelopment or outline opportunities which we think we will see in the near future. So I think this now gets us out of the (UP) in Michigan where we are not seeing I mean significant demographic of growth or uptick.

And frankly we understand the residual all of these centers we developed somewhere between 20 and 30 years ago. We understand the residual in the markets of these centers pretty well. So again it’s really continuing the trend that we started in 2012 with the divestment of Shawano, Plymouth and also Charlevoix, Michigan Charlevoix Commons. Now Ironwood Commons we have divested that assets. So for the weaker shopping centers in our portfolio and the intent to redeploy and the focus redeploy those assets into net leased retail via acquisition and development.

RJ Milligan - Raymond James & Associates

Alright, great. Thanks guys.

Joey Agree

Thanks RJ.

Operator

(Operator Instructions) Our next question will come from Wilkes Graham of Compass Point. Please go ahead.

Wilkes Graham - Compass Point

Hi, good morning Joey and Brian welcome to the company. You guys had a great quarter I think very productive I was impressed with AFFO results given the capital rates. Joey, can you I think we talk about this every quarter, but maybe just talk about how the environment looks for continued acquisitions relative to your ability to source new development deals?

Joey Agree

First, good morning, Wilkes, always good to talk to you. Building upon our RJ’s question in my previous answer, I think the acquisition environment is really still dictated by demand here. We are not seeing a significant amount of new supply come on the market. That said, we are market buyers, so we are constantly and consistently looking for opportunities via acquisition, joint venture and development, they frankly don’t necessarily correlate to the market. So a lot of the transactions you see us undertake obviously are not lively market but I’ll take it a step further we’re able to create some type of value on a go-forward basis. So I think the overall market that we’re obviously aware that there are significant numbers of well capitalized buyers who are chasing assets and we’re just looking to selectively and decisively transact on assets that fit within the context of our portfolio and are accretive to our shareholders.

Wilkes Graham - Compass Point

And then on the development side, does the environment I mean certainly the sourcing environment seem as robust as it was a year ago?

Joey Agree

Yes, I don’t think we’ve seen any change in terms of really the demand on the development side. Now again we’re working with pretty specific and highly specified tenants on a turnkey and a ground lease basis. So I’m not sure if they’re representative of a broader market. I think we see a number of retailers looking for net new sites I think a lot of the back-filled opportunities have been absorbed, obviously occupancies have picked up. But most tenants that we’re doing business with on the development side are looking for prototypical stores either on a ground lease or on a turnkey basis. And those highly specified criteria went well to new development either for net new or relocation opportunities.

Wilkes Graham - Compass Point

Great. Thanks, Joey.

Joey Agree

Thanks, Wilkes.

Operator

(Operator Instructions) The next question will come from John Massocca of Ladenburg Thalmann. Please go ahead.

Dan Donlan - Ladenburg Thalmann

Actually it’s Dan Donlan here for John. Good morning. Joey, just a question on the dividend, how should we think about your payout on a going forward basis. Is there a range that we should start to – that we should model in, in terms of – on a price to or so the dividend to AFFO or something to that degree?

Joey Agree

Yes. I’ll start and then Brian to pick it up if you wants the job done as well. I think historically we have guided payout ratios between 75% and 85% really on both in FFO and AFFO basis since they’re so tied together. Obviously Q4 we’re 72% on an FFO basis and 73% on an AFFO basis. So the beginning of March at our Board meeting, the Board will obviously will look at our capital requirements on a go-forward basis, our payout ratio and then make a determination for 2014.

Dan Donlan - Ladenburg Thalmann

Okay. And then in terms of what you’re seeing in the marketplace, you guys have been a pretty substantial acquirer of investment grade rated tenants. Are you starting to see pricing there just a little too aggressive I mean how should we think about this year in terms of what your – what you may buy, is it going to be majority of investment grade or you’re going to start to kind of go down the credit curve potentially if you like the residual value of the property?

Joey Agree

That’s a great question, Dan. I think first just to take a snapshot again of our portfolio today. We’re approximately 62% of investment grade which I believe is the highest in the sector. The net lease portfolio loan has 12.7 years average remaining base term. So I think it’s – our net lease portfolio is probably the strongest in the country. And then if you look at the activity both – all of our investment activity for 2013 about 56% of our investment activity in terms of annualized base rents was investment grade.

I think that these are couple of important pieces. I think that one gives us the flexibility not a change in strategy but the flexibility to pursue either non-rated assets or tenants that don’t – do not have an investment grade credit rating on development as well as on acquisition basis. And it gives us the –really the ability to look out the sector and there are sectors where we don’t have significant concentration and are underway and be able to strategically add through development joint venture as well as acquisition really concentrations in those areas. So I don’t think you’ll see a wholesale change in our investment philosophy. That said, we are able to capitalize on opportunities from a balance sheet and a portfolio perspective, whether they are investment grade or not investment grade for specifically – potentially the reasons that you mentioned. We may like the residuals. We may like the operators. There are number of tenants, some of which are in our portfolio today, many of which we would like to add do not carry a credit rating, maybe large, privately held companies. So, I think most importantly to take away from this is that we have the flexibility on a go-forward basis to really add concentration and put our focus in a broad array of tenants and really in a broad range.

Dan Donlan - Ladenburg Thalmann

Okay. And then lastly on the joint venture Capital Solutions, it looks like you guys have announced the second project there, but it looks like there is three different tenants at that property, could you maybe talk about how that came to fruition? And I am sorry if you mentioned this prior on the call, I got on late, but and then if that particular developer that you are working with, do they have other potential sites in the works? Any detail there would be helpful?

Joey Agree

Sure. So the second project that we announced in New Lenox, Illinois that was actually a prior seller – previous seller that we have transacted with twice in prior years. We acquired the LA Fitness in Lake Zurich, Illinois as well as the Aldi in New Lenox, Illinois from that seller. We are currently under construction in New Lenox on that asset as you mentioned, it’s a Menards and Wal-Mart super anchor center – sorry, Menards and Super Wal-Mart anchored power center. The seller developed the remainder of the center and frankly he wanted the opportunity to take its capital and most likely pursue other opportunities. So it was a historical partner of ours. This is the third time we have transacted. And we hopefully continue to be able to execute on transactions with him, either acquisition opportunities or joint venture opportunities in the future. And most importantly, I think it is the type of partner that our JVCS platform is geared toward. Repeat developers that have relationships with industry leading retailers, they can really leverage our balance sheet as well as our expertise and experience to bring the pipeline to fruition.

Dan Donlan - Ladenburg Thalmann

Okay. Okay. And then just lastly if I may, I noticed one of the tenants or business segments that you are not really exposed to is casual dining, can you maybe talk about any type of expansion plans there or is that just a sector that you want to stay away from?

Joey Agree

It’s a great question, Dan. I think I will take it even lighter than just casual dine. We are underweight in the restaurant entire sector, frankly, whether it’s casual dining, quick service restaurants or fast theaters. Obviously, we have done some development work for Walgreens. We participated in the sale leaseback of the Applebee’s portfolio at the end of 2012. And I think you will see us increase exposure and hopefully all three of those sub-sectors of the restaurant space. And we are working actively to do so both on a development basis as well as an acquisition basis and we have targeted industry leading tenants that could be larger franchisees as well as corporate that we think are both – that are recession resistant. I think our concepts that are here to stay, all of which everybody on this call is most likely familiar with.

Dan Donlan - Ladenburg Thalmann

Okay, thank you very much.

Joey Agree

Great. Thanks Dan.

Operator

Our next question will come from Craig Kucera of Wunderlich Securities. Please go ahead.

Craig Kucera - Wunderlich Securities

Yes, hi, good morning guys and welcome aboard Brian.

Brian Dickman

Thanks, Craig.

Joey Agree

Good morning.

Craig Kucera – Wunderlich Securities

You bet. With demand from retail kind of remaining soft and there is not a lot of supply, so it gives you certainly an opportunity to develop, but it is pushing downward pressure on cap rates within the space. Does it make you look differently at shopping centers as sort of a component of your business or should we think about you guys moving further and further into the net leased space on retail?

Joey Agree

Let me start that question by really backtracking to Dan’s earlier question. The cap rate progression that we have seen in the investment grade, really the investment grade tenants with significant curve either on a ground lease or a turnkey basis is really phenomenal. We are seeing a number of our tenants in the portfolio continue to trade with size in font in terms of cap rates or really up to the low 6s and select few in the 4 range. So, we are – we are not seeing cap rate expansion and the demand is pretty fantastic still with the lack of supply. That bodes well obviously for any of these for our portfolio, but allows us the ability to continue to focus on non-investment grade tenants or typical through the strategic transactions we have been entering with tenants historically. That – those cap rate levels do not impact our overview of the shopping center business. We are focused here at Agree on net leased retail via the acquisition, development and joint venture platform and that is our highly specific and highly specified focus and I don’t see that changing anywhere in the near future.

Craig Kucera - Wunderlich Securities

Got it. And so if you are seeing those kind of caps rates pushing down into the – as you said kind of high fours and somewhere in the fives, clearly developing is a much more attractive from a cost of capital standpoint. What do you think stimulates that and are there any – it sounded like you said restaurants, but do you see any other opportunities with the retailers you speak to maybe amp up where they are seeing demand or maybe even seeing some re-development demand where you might be able to add a parking lot or something like that?

Joey Agree

We are – we are consistently in conversations and active dialogue with really a couple dozen retailers across really a broad variety of sectors about their new storing strategies about sites and regarding specific opportunities. So, we are – we anticipate being able to announce a couple of new retailers or portfolios pretty shortly here on the development side of the business. And we will continue to be focused on looking at to expand both by broadening our relationships to new tenants and deepening our relationships to existing tenants.

Craig Kucera - Wunderlich Securities

Okay, thanks guys.

Joey Agree

Thank you.

Operator

And in showing no additional questions in the queue, we will conclude the question-and-answer session. I would like to turn the conference back over to Mr. Joey Agree for his closing remarks.

Joey Agree - President and Chief Executive Officer

Well, that about wraps it up. Again I would like to thank everybody for joining us. We look forward to speaking to everybody next quarter. And everybody thank you.

Operator

Ladies and gentlemen, the conference has now concluded. We thank you for attending today’s presentation. You may now disconnect your lines.

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