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Presentation

Operator: Good morning, and welcome to the Agree Realty Fourth Quarter 2024 Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today’s presentation, there will be an opportunity to ask questions. Please limit yourself to two questions during this call. Note this event is being recorded. I would now like to turn the conference over to Reuben Treatman, Senior Director of Corporate Finance. Please go ahead, Reuben.

Reuben Treatman: Thank you. Good morning, everyone, and thank you for joining us for Agree Realty’s fourth quarter 2024 earnings call. Before turning the call over to Joey Agree and Peter Coughenour 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 2025 guidance. Our actual results may differ significantly from the matters discussed in any forward-looking statements, for a number of reasons. Please see yesterday’s earnings release and our SEC filings, including our latest annual report on Form 10-K, 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 on our earnings release, website, and SEC filings. I’ll now turn the call over to Joey Agree.

Joey Agree: Thanks, Reuben, and thank you all for joining us this morning. I’m very pleased with our performance during 2024 as we maintained our strategic discipline through a year of significant market volatility. Approximately sixteen months ago, we introduced our do-nothing scenario, demonstrating that even in the absence of conditions that facilitated external growth, we could deliver meaningful AFFO per share growth. We resisted the temptation to move up the risk curve or deviate from our core investment strategy. Instead, we remain steadfast in our commitment to investing in the strongest retailers with superior risk-adjusted returns and focused on our objective of being a valued partner to the largest retailers in the country.

Quite simply, our discipline paid off. As the market shifted, we quickly capitalized on opportunities and proactively strengthened our fortress balance sheet. Decisively pre-acquiring with $1.1 billion of forward equity during the year, including $423 million in the fourth quarter alone. We concluded 2024 with over $2 billion of liquidity, including $920 million of outstanding forward equity. Paired with no material debt maturities until 2028, our balance sheet management philosophy has put us in a tremendous position to execute. As we enter 2025, we find ourselves once again navigating a volatile higher interest rate environment. This underscores the importance of our disciplined and prudent approach to both capital allocation and capital raising.

By proactively fortifying our balance sheet last year, we provided ourselves with ample liquidity to execute on this year’s investment guidance without the need for additional equity capital. At year-end, leverage stood at just 3.3 times pro forma net debt to recurring EBITDA. We can deploy over $1.5 billion this year while staying within our target leverage range of four to five times net debt to EBITDA without raising any additional equity. I would note that we’ve had a very strong January to start the year and remain extremely confident in our ability to invest between $1.1 and $1.3 billion in 2025 across all three external growth platforms. It could, in fact, turn out to be conservative. We are committed to updating the market in regular course as we gain incremental visibility.

This outlook, supported by a fortress balance sheet combined with our best-in-class portfolio, gives us conviction in achieving our AFFO per share guidance of $4.26 to $4.30 for the full year 2025. This represents approximately 3.5% year-over-year growth at the midpoint. I would note that given our significant forward equity position, this includes assumptions for dilution via the treasury stock rep and if the stock continues to trade in the seventy-plus range. I repeatedly said that I don’t care about a penny or two of earnings in any given year due to accounting methodologies. But more importantly, value the balance sheet flexibility enabled by forward equity and other risk mitigation tools. Peter will provide more details on our guidance momentarily.

Turning to our three external growth platforms, we set out last year to further enhance and deepen our relationships with our core retailers. I’m pleased to report this effort led by Craig Erlich, our Chief Growth Officer, was a success. Today, our retail partners truly understand the value proposition of partnering with Agree Realty Corporation. We are a one-stop shop for acquisitions, development, and developer funding solutions. This unique value proposition is unmatched in the industry. Our private peers don’t have liquidity, cost, or access to capital, while our public peers lack the real estate development and operation capabilities ingrained in our organization. For the fourth quarter, we invested approximately $371 million in 127 high-quality retail net lease properties across all three platforms.

This included the acquisition of 98 assets for over $341 million. The properties acquired during the quarter were leased to leading operators in the auto parts, off-price, farm and rural supply, home improvement, tire and auto service, as well as crafts and novelty sectors. The fourth quarter marked both the highest volume and highest quality quarter of the year, evidenced by the longest weighted average lease term as well as the highest investment grade and ground lease percentage of any quarter in 2024. Notable transactions included a Walmart and Home Depot ground lease, as well as a sale-leaseback with a top relationship tenant with which we enjoy a very strong relationship. The acquired properties had a weighted average cap rate of 7.3% and a weighted average lease term of 12.3 years.

Approximately 10.5% of annualized base rents acquired were derived from ground leased assets, while investment-grade retailers accounted for over 73% of the annualized base rents acquired. For the full year 2024, we invested in properties spanning 45 states and 28 retail sectors. Approximately $867 million of our activities originated from our acquisition platform. The acquisitions were completed at a weighted average cap rate of 7.5% and had a weighted average lease term of 10.4 years, with roughly two-thirds of rents coming from investment-grade retailers. As a reminder, we do not impute credit ratings for non-rated retailers. Switching to our development and DFP platforms, we had a record year with 41 projects either completed or under construction, representing approximately $180 million of committed capital.

We’re continuing to see increased activity across both platforms as we work with our retail partners to help them execute through store growth plans and provide struggling developers with liquidity to fund their pipeline. During the fourth quarter, we commenced eight new development and DFP projects with total anticipated costs of approximately $45 million. The new projects are with leading retailers including Aldi, TJ Maxx and Marshalls, Hobby Lobby, Boot Barn, Sherwin Williams, and Starbucks. Construction continued during the quarter on 14 projects with anticipated costs totaling approximately $67 million. Lastly, we completed construction on nine projects during the quarter, with total costs of $31 million. On the asset management front, we executed new leases, extensions, or options in over 530,000 square feet of gross leasable area during the fourth quarter.

For the full year 2024, we executed new leases, extensions, or options at approximately 2 million square feet of gross leasable area. We are very well positioned for 2025 with only 41 leases or 120 basis points of annualized base rents maturing. During the year, we opportunistically disposed of 26 properties for total gross proceeds of over $98 million, including eight properties that were sold during the fourth quarter. The weighted average cap rate for dispositions in 2024 was 6.7%. At year-end, our best-in-class portfolio included 2,370 properties and spans all 50 states. The portfolio includes 229 ground leases, comprising nearly 11% of annualized base rents. Our investment-grade exposure at year-end stood at 68.2%, and occupancy remained strong at 99.6%.

With that, I’ll hand the call over to Peter, and then we can open up for questions.

Peter Coughenour: Thank you, Joey. Starting with the balance sheet, we had a very active year in the capital markets, raising approximately $1.1 billion of forward equity, upsizing our revolving credit facility to $1.25 billion, and completing a $450 million bond offering. We also entered into $200 million of forward-starting swaps during the year, effectively fixing the base rate for a contemplated ten-year unsecured debt issuance at approximately 3.7%. Combined with our outstanding forward equity of $920 million, this provides us with $1.1 billion of hedged capital to fund investment activity in 2025. During the fourth quarter, we sold 5.8 million shares of forward equity via our ATM program and overnight offering in October for anticipated net proceeds of approximately $423 million.

We also settled 3.7 million shares of forward equity for proceeds of over $228 million. As of year-end, we had approximately 12.9 million shares of outstanding forward equity, which, as mentioned, are anticipated to raise net proceeds of $920 million upon settlement. We are contractually obligated to settle 12.7 million of those shares. Additionally, as discussed on past calls, we recast and expanded our revolving credit facility in August. The facility was increased from $1 billion to $1.25 billion and includes an accordion option that allows us to request additional lender commitments up to a total of $2 billion. We also extended the term of the facility to 2029, including extension options, and reduced our borrowing costs by five basis points based on our current credit ratings and leverage ratio.

As of December 31st, we have over $2 billion of liquidity, including $1.1 billion of availability on our revolving credit facility, the previously mentioned outstanding forward equity, and cash on hand. Pro forma for the settlement of our outstanding forward equity, net debt to recurring EBITDA was approximately 3.3 times, which marks the lowest level in two years. 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 27%, while our fixed charge coverage ratio, which includes principal amortization and the preferred dividend, is very healthy at 4.4 times. Our floating rate exposure remains minimal, with $158 million outstanding on the revolver at year-end.

And as Joey mentioned, we have no material debt maturities until 2028. We are in an excellent position to execute our investment guidance this year without having to raise any additional equity capital. The strength of our fortress balance sheet was further validated by the credit rating upgrade we received in July. S&P upgraded our issuer rating to BBB+ from BBB with a stable outlook, which is a testament to the prudent and disciplined manner in which we continue to grow the company. Moving to earnings, core FFO per share was $1.02 for the fourth quarter and $4.08 for the full year 2024, representing 3.5% and 3.7% year-over-year increases, respectively. AFFO per share was $1.04 for the fourth quarter, representing a 4.7% year-over-year increase.

For the full year, AFFO per share was $4.14, which reflects the high end of our guidance range and 4.6% year-over-year growth. As Joey mentioned, we issued initial AFFO per share guidance of $4.26 to $4.30 for the full year 2025, representing approximately 3.5% year-over-year growth at the midpoint. We provide parameters on several other inputs in our earnings release, including investment and disposition volume, general and administrative expenses, non-reimbursable real estate expenses, as well as income tax and other tax expenses. In addition to those parameters, our earnings guidance for 2025 includes anticipated treasury stock method dilution related to our outstanding forward equity. As a reminder, if ADC stock trades above the net price of our outstanding forward equity offerings, the dilutive impact of unsettled shares must be included in our share count in accordance with the treasury stock method.

Provided that our stock continues to trade near current levels, we anticipate that treasury stock method dilution will have an impact of roughly $0.01 to $0.02 on full-year 2025 FFO per share. That said, the impact could be higher if our stock price moves materially above current levels. Our consistent and reliable earnings growth continues to support a growing and well-covered dividend. During the fourth quarter, we declared monthly cash dividends of $0.253 per common share for each of October, November, and December. The monthly dividend equates to an annualized dividend of almost $3.04 per share and represents a 2.4% year-over-year increase. Our dividend is very well covered with a payout ratio of 73% of AFFO per share for the fourth quarter.

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

Joey Agree: Thank you, Peter. Operator, at this time, let’s open it up for questions.

Operator: Thank you. Ladies and gentlemen, we will now begin the question and answer session. A reminder to please limit yourself to two questions. This question comes from Ki Bin Kim at Truist Securities. Please go ahead.

Ki Bin Kim: Thank you. Good morning. Hey, Joey. You provided an interesting case study on one of your ground lease renewals in your presentation. I was just curious. I’m sure that’s not indicative of the whole ground lease portfolio, but typically when these ground leases come due, I guess, is it more of a typical lease renewal where you get a little bit of a bump and that case study was more of a one-off example, or do you think there’s significant mark-to-market upside?

Joey Agree: Good morning, Ki Bin. There’s definitely significant mark-to-market upside there. The case study that you’re referring to, the tenant had no remaining options. Initially offered to extend it effectively a five-year option at a flat rental rate. We had inbounds north of $180,000 starting year one. The tenant was about $105,000, I believe. We told the tenant if you want to stay, you’re going to have to sign a new fifteen-year ground lease with options marking that to market, and that’s the upside you’re talking about. That’s indicative of a naked lease with no options in the ground lease space. No, that isn’t a regular occurrence for us, but it’s an example. I think it’s a prime example of the upside if and when we were to retain control of the building.

Ki Bin Kim: And on your forward equity, you have about $920 million of forward equity out there. You know, I think when you look at it versus history, probably a little bit higher than what you’ve had. So I was just curious, high level, how do you balance how much forward equity you have out there? Because you are paying a dividend on it. It’s not interest expense, but it is still a cash drag. Or is it that you see larger acquisition opportunities coming up sooner?

Joey Agree: Well, to the question of the expense of the forward equity, the interesting construct or factor with forward equity is, yes, you do pay the dividend. Historically, when rates were at zero or very low, you weren’t earning any interest. Today, the forward equity with the rates being higher, effectively, the interest nets out the dividend maybe to the tune net of less ten, fifteen basis points inclusive of fees. There’s really no cash drag. Before the Fed lowered rates in the most recent time, the Fed lowered rates, there was actually a positive spread to the forward equity. That’s the interest expense that we are incurring versus relative to the dividend that we’re paying. And so there really is a de minimis, if any, expense to carrying that forward equity today, which is very different than historically.

Now there is the treasury method of dilution, which we talked about in the prepared remarks. So that’s accounting methodology, but not cash. In terms of how much forward equity, it’s really a function of sources and uses. And then where do we think our macro overlays upon that. And so you’ll see us and you have seen us historically carry ample forward equity to source or to utilize for investment activities. Obviously, with approximately $920 million in forward equity, we’re locked and loaded here. And we’re prepared to execute on our guidance for 2025.

Ki Bin Kim: Okay. Thank you.

Operator: Thanks, Ki Bin. Thank you. The next question comes from Smedes Rose at Citigroup. Please go ahead.

Smedes Rose: Hi. Good morning. Thanks. Just wanted to ask you sort of essentially to see kind of a continued slight downward bias in your acquisition cap rates, but offsetting, you know, we see continued upward movement in the ten-year, which I think is now at around 4.6. So just looking forward, I mean, do you think seller expectations even for higher quality buckets of assets that you cited, do those need to change? And maybe can you share what you’re seeing thus far in the first quarter?

Joey Agree: Yeah. It’s a great question, Smedes. I think part of the problem is mornings like today where you have a ten basis point spike the last time I looked in the ten-year treasury after the CPI print came out. So we have forty-five sixty-day swings, ten percent move in the base rate for effectively the world. The ten-year US Treasury, which has become normalized in everybody’s minds. That includes net lease sellers. And so the tenure of vacillating between 4.25 and 4.75, I’m just using broad ranges here, doesn’t really seem to impact sellers’ expectations of pricing. Now we’ve been very careful and very prudent in how we will continue to be and how we deploy capital appropriate spreads. And, frankly, how we gauge asset level pricing in this environment.

That said, we’re not going to come out of the gates and blow a billion dollars at acquisitions in the first quarter in this volatile environment. We’ll be disciplined. We’ll continue to manage those uses of capital. But the volatility certainly doesn’t help reset pricing expectations in such a large fragmented and frankly predominantly individually owned space. What we are seeing is individual cases of distress usually non-asset level distress, in other assets potentially where there were partnerships need proceeds or individuals need proceeds from the sale or disposition of their net lease assets. But, again, the volatility here really doesn’t serve anybody to have stabilized pricing.

Smedes Rose: Okay. Thank you. And I just wanted to ask you, you mentioned in the past about, you know, continuing to take share within the market. And that sounds like that’s still the case. And it’s just wondering, I mean, there’s a lot of discussion around potentially changing the regulatory banks for the regulatory Virginia, I guess, for local and regional banks. And, is there anything there that might make them more competitive that you have on your radar, or do you think it’s just kind of you’ll continue to compete in a similar environment?

Joey Agree: No. I don’t see any regulatory issues. They may open up the capacity for banks to lend. But you have a multipronged problem as a merchant developer today. One, obviously, the liquidity of construct financing, the availability of that financing as you’re alluding to, the higher construct the rates on construction loans, the lower loan, the cost on construction loans, and then effectively from builders in our space. The ability to have some visibility into where they’re going to be able to transact at the end of the day upon completion. And so what our developer funding platform continues to do and continues to take share is bridge that gap. With $2 billion in liquidity and a $1.25 billion credit facility in the forward equity position we have.

We have visibility into our cost of capital, and we’re able to provide solutions for retailers and developers to bring projects to fruition that can still pencil. You combine it with rising construction costs and tariffs on aluminum and steel and all of these other things that are going to continue to challenge construction costs in this country. It’s a tremendous solution, and it continues to gain share, like you said.

Smedes Rose: Okay. Thank you very much.

Operator: Thanks, Smedes. Thank you. The next question comes from Ronald Kamdem at Morgan Stanley. Please go ahead.

Ronald Kamdem: Hey, good morning. This is Jenny on for Ron. Thanks for taking my question. I think first is with 68.2% of IG-ten ninety exposure, like almost reaching all-time high. How does this compare to your long-term expectations? Like, do you anticipate this percentage to increase in the near term? Based on your acquisition strategy. Thanks.

Joey Agree: So we always talk about investment-grade percentage, being really a proxy for us or an output of our investment strategy. And so 68.2%, as you mentioned, is near an all-time high at the same time, we’re huge fans of unrated retailers. Again, we don’t impute credit ratings such as Hobby Lobby, Chick-fil-A, Publix, Aldi, and so those transactions materialize. We’ll be there if the pricing makes sense. And so that investment-grade exposure was, I would tell you, almost artificially ticked up by institution loading up on Walgreens and other credits to check the proverbial IG box that can go away quickly if you’re not prudent with your capital allocation and don’t see trends and the consumer and retail sectors. We’re going to focus on the biggest and best retailers in the country.

The vast majority of those have investment-grade exposure, but there are some in some investment-grade exposures that we’re big fans of. Burlington being one that comes to mind that’s a great relationship for us. So again, that’s really an output of our investment strategy focusing on our sandbox retailers of the thirty plus or minus. Biggest invest in the country.

Jenny: That makes sense. Thanks. I think the second I want to ask about the transaction volume. Like, considering the current environment, like, do you see the transaction volume kind of slowed down in the first quarter, or do you see that kind of trend in line with your expectations? Like, what are the upside or downside to your like, $1.2 billion investment pipeline this year?

Joey Agree: First quarter is effectively locked and loaded. We’ve had, as I mentioned in the prepared remarks, again, subject to diligence and closing of a very strong January. Right now, we’re sourcing for the second quarter. In terms of forward visibility, every day changes, every executive order and every piece of data that comes out on the environment. And so the most exciting part about this business to me is that any given day, any given hour, a new and exciting opportunity can pop up that enters to our pipeline. But we think first quarter is right where we want it. We’re very pleased with it. The second quarter, we’re focused on right now.

Jenny: Okay. Thanks so much.

Operator: Thank you. The next question comes from Michael Goldsmith at UBS. Please go ahead.

Michael Goldsmith: Good morning. Thanks a lot for taking my question. The auto parts category stepped up as a percentage of the portfolio ABR by seventy basis points, and we know you’re very thoughtful about what enters your portfolio. So what is the thesis for auto parts and why auto parts now?

Joey Agree: So specific to that transaction, it was a four-portfolio transaction from an institutional seller of over forty assets for at least to Napa Genuine. That’s our first material exposure or semi-material exposure to Napa. Obviously, our exposure to O’Reilly and AutoZone is more significant. And you could see that in our top tenants. You know, we’ve talked about auto parts. O’Reilly had a good print last week. We’ve talked about auto parts and the construct of average age of cars on the road at 12.7 years, a record. The lack of financeability of cars today just given the rate environment. We’re going to see now with aluminum and steel being Ford came out Bill Ford came out and said that these tariffs could destroy the auto industry.

Cars today are getting older. A record every record you know, a record every day. And they need more parts. And so we continue to love these sales significant fans of the auto parts sector. The second piece is the underlying real estate, not only credit and the business model. These are generally six to seven thousand square foot rectangle that are paying eleven to twelve dollars per square foot. With vinyl floors or concrete floors. No TI or TIA or landlord’s work amortized into the rental rates. They’re multipurpose boxes. And if that tenant were to ever to leave, file via bankruptcy, non-exercise an option, you have a highly marketable rectangleable replacement cost. And so it fits right within our wheelhouse. It’s a top three favorite sector of ours.

Michael Goldsmith: Got it. Thanks for that, Joey. And my follow-up question is just on the expected transaction cadence for the year. Last year, transaction market was much slower to start the year and picked up as we move through 2024. You know, you commented that you’ve had a very strong January. So does that mean that, you know, the balance through the year should be, you know, may maybe continue to be back half loaded in terms of acquisitions, but should be more balanced this year relative to last year, and that also should help support some of the earnings growth this year. Thanks.

Joey Agree: I have no idea, to be frank. I don’t know what’s going to happen tomorrow, let alone third or fourth quarter of this year. We just started building second quarter. Our average transaction cycle is now down to approximately sixty-six, sixty-seven days on the acquisition front. We’re in a volatile environment. I’m not going to make predictions. That’s why we’re in the hedged position. With the ten-year swap of 3.7 with $920 million of forward equity, I really did want anything to do with the capital markets this year, to be honest. And so that war chest is going to allow us to be decisive at times where we see there’s opportunities, but we can be patient and we think there’s, well, volatility and underlying pricing should move. But right now, honestly, all we have is visibility into Q1.

Michael Goldsmith: Thank you very much.

Operator: Thank you. The next question comes from Rob Stevenson at Jenny Capital. Please go ahead.

Rob Stevenson: Good morning. Joey, can you give an update on lots and how things look to be playing out there? I think last quarter, you had a new tenant ready for the Manassas, Virginia location and where are you with Grand Rapids and the other locations these days?

Joey Agree: Yeah. The bid loss bankruptcy continues to extend on. Obviously, NexSys, original purchaser out of bankruptcy, failed the week they were supposed to close, and so now they’re going through another lease auction period. This is a multi-month bankruptcy process. Manassas, we have taken the rent from $8.55 per square foot to $16 per square foot. That lease is signed. The tenant has yet to commence rent. We are working in Cedar Park, Texas on one of the other ones. Where we have a high-quality tenant that would like to purchase that lease but needs approvals that would take that rent from $5 per square foot to $8 per square foot. We have significant interest in the asset you specified here at Michigan, and then we’re awaiting the results frankly, of the of the lead of these lease auctions which continue to be delayed based upon just the bankruptcy, which is kind of running in circles.

Rob Stevenson: Okay. That’s helpful. And then where is the sale-leaseback market sitting today with either your major tenants and others that you want to do business with? Or are they, you know, looking to do stuff this year? Or is it likely that there’s going to be a decrease in volume there? How would you sort of view that given your recent conversations with current and prospective tenants?

Joey Agree: So as I mentioned in the prepared remarks, we closed a sale-leaseback with a relationship tenant. You know, subject to CA and confidentiality. Those are third transaction with that tenant. We’ve closed already in Q1. The sale is back with another relationship then. As far as the year progresses, it’s really going to be what, you know, with the C-suite, with the CFO, how they want to capitalize their balance sheet. Generally, these are unsecured issuers. Who are looking at the unsecured market where they can issue. They’re looking at sale-leaseback market where they can price. We’ve had a number of discussions on sale-leasebacks, on different structured partnerships for retailers that are developing new real estate on their balance sheet.

There’s a lot of interesting conversations happening. I’ll leave it at that. We’ll see where they transpire. This morning’s print probably with the CPI at 3% pro could change that, frankly, or make it more frankly the market more active. And so, look, they’re always comparing cost of capital. Like, we’re comparing our cost of capital to a transaction. I would expect additional sale-leaseback activity this year, though.

Rob Stevenson: Okay. Thank you.

Operator: Thank you. The next question comes from Spencer Glimcher at Green Street. Please go ahead.

Spencer Glimcher: Thank you. Maybe just one on your development segment. Just curious if there’s been any change in regards to retailer demand to build new stores just given the macro and political backdrop? And then it relates to that, have there been any talks about fears around labor shortages and how topical is that right now and your discussion as it relates to the development space?

Joey Agree: Our discussions that I’ve been with when I say five plus retailers myself in the past sixty days, it all revolves around retailers, and these are the largest retailers in the country wanting to get new stores built and how they do it. Whether that’s Walmart or Lowe’s or Tractor’s by O’Reilly, AutoZone, 7-Eleven Speedway. These tenants all want to grow. But given the constraints I talked about earlier in the Q&A, there are challenges for their growth. Our three-prong platform and our multi-level capabilities plus our balance sheet can be a solution. And so as I just mentioned on the previous answer, there’s a lot of different solutions being discussed. I think we have unique opportunities here given our capabilities in the organic development front, plus our cost of capital and balance sheet to bridge the gap that’s out there today and potentially be that solution.

But it’s all subject to individual transaction level. And then, Spencer, the one common theme that we hear from large retailers today is as opposed to ten years ago when brick and mortar is dead, today, the store is the hub. Not one piece of an omnichannel solution. It is the hub of the omnichannel solution. All retailers today have realized that e-commerce is a significant part of their omnichannel platform. That’s basically all of them outside of off-price. That they cannot send goods to people to their home for free and have them return for free forty percent via UPS or FedEx, that model doesn’t work. And so driving traffic to the store, and if you don’t have a store in that MSA is critical. So this is the greatest desire to expand that I’ve seen for retailers since before the great financial crisis.

The challenge is how they do so. In this liquidity-constrained elevated construction cost environment. And that’s where I think, again, our unique capabilities can come to play. And retailers, as I mentioned in the prepared remarks, fully appreciate that today. Because there’s no public company in our space with our developing capabilities, and there’s no private company in our space with the cost or bail cost of capital and liquidity and balance sheet that we have. So it’s us and us alone that can provide some of these solutions.

Spencer Glimcher: Okay. Great. Yeah. No. Your comments on the financing alternatives and retailer appetite to grow, you know, that certainly makes sense. Labor and labor shortages and immigration policy, obviously, that’s out of, you know, most people’s hands. So just curious if that has been coming up at all in discussion and if that’s going to, you know, potentially deter or delay development at least as you see it in the pipeline right now.

Joey Agree: No. It has not come up yet. Could come up if we see some mass deportations. But the biggest challenge again is just constructability and construction cost.

Spencer Glimcher: Okay. Great. Thank you.

Operator: Thank you. The next question comes from John Kilichowski at Wells Fargo. Please go ahead.

John Kilichowski: Hi. This is Cheryl on behalf of John. I just want to understand what themes or concerns have emerged in terms of growth plans for some of your tenants. And in the light of, like, recent bankruptcies and store closures, are any of your tenants waiting to capitalize on these opportunities given the vacant retail space available?

Joey Agree: Third piece is the lack of it’s the lack of space that’s available. We see it in the Party City auction where Dollar Tree and Five Below bought about thirty-three percent of the leases. And so retailers, and we’ve talked to them and frankly educated some of them is if you want new stores acquiring leasehold leases in bankruptcy is an effective and efficient means to do so. Now we’re going to have to put ourselves in a sandwich position there, buying a leasehold and subleasing. That’s not what we want to do at the end of the day. But ultimately, retailers have to be creative with their growth given the constraints in the environment today.

Cheryl: That makes sense. And just one quick follow-up on your comment that private players don’t have liquidity or access to capital. Can you discuss instances if you’ve seen any private players exit the market or are you seeing any opportunities arising from private capital not being able to participate in acquisitions? Thank you.

Joey Agree: Definitely across all three platforms. Right? The lack of ten thirty-one capital in the space due to the transaction slowdown across commercial real estate, the lack of private capital due to elevated rates. That’s both at the individual and institutional level. Again, I can’t stress enough. A fortress balance sheet with a locked-in cost of capital is a massive advantage.

Operator: Thank you so much. Thank you. The next question comes from Upal Rana at KeyBanc Capital Markets. Please go ahead.

Upal Rana: Great. Thanks for taking my question. Could you guys remind us how much bad debt was embedded into guidance in 2024 and how much came to realization last year? And then how much is embedded this year?

Peter Coughenour: Sure. This is Peter. In terms of our guide for 2025, that includes an assumption for fifty basis points of credit loss. And that compares to the roughly thirty-five basis points of credit loss that we incurred in 2024, which is slightly above our longer-term average. In 2024, our guide also included an assumption for fifty basis points of credit loss. I would say that this year, the fifty basis points allows for a worst-case scenario, if you will, with big lots. And in addition to that, it includes an allowance for other potential credit issues that may arise.

Upal Rana: Okay. Great. That was helpful. And then the other guidance question was, you know, dispositions this year could be a little less than last year. You know, what are your thoughts there and what kind of types tenants or industries are you targeting for dispositions this year?

Joey Agree: If we roll back the clock approximately, call it fourteen, sixteen months, we were talking about a do-nothing scenario. Then we came out in January with a leverage-neutral $500 million scenario, which included approximately $100 million in dispositions which we hit. Which was effectively driven by capital recycling for low-yield assets in Florida. We saw some oddball transactions in Florida, capital flowing into Florida. Paying aggressive cap rates, and we took the opportunity to recycle assets there. Throughout the year. This year, not dispositions. We’ll really focus on non-core assets or frankly, if someone values a property more than we do, they’re all for sale, all 2,400 of them for the right price. But it’s certainly not a necessary source of capital given the $2 billion in liquidity that we entered the year with.

Upal Rana: Okay. Great. Thank you.

Operator: Thank you. The next question comes from Linda Tsai at Jefferies. Please go ahead.

Linda Tsai: Hi. When you look across the landscape of retailers, where are you seeing rent coverages improving or deteriorating on the margin versus a year ago?

Joey Agree: Good morning, Linda. We don’t get rent coverage for most of our tenants at the EBITDA store level. That’s not something that Walmart or O’Reilly or TJX is going to provide at the store level. That’s generally situated in a small middle market sale-leaseback transaction. But I think we can look across sectors today and see experiential retail, car washes, restaurants, and this isn’t obviously really not relevant to our portfolio. But we can see the rent coverages there having challenges given the highly levered balance sheets and the top-line degradation of operators like Topgolf that report publicly through Callaway.

Linda Tsai: And then what metrics or aspects pushed you to a triple B, and how far are you from another rating upgrade?

Joey Agree: So triple B plus, we got upgraded to last year. It’s just honestly, it’s just size. The rating agencies, frankly, are fairly slow. S&P, in my opinion, was two to three years too late to upgrade us to triple B plus. So today, we sit at B double A one triple B plus. I think this is the best balance sheet, frankly, probably at all of REITAM. If not, it’s top three. We have no material debt maturities until 2028. With a war chest. You combine that with our portfolio, the diversity from a geographic tenant and sector perspective, the size of our assets and the cash flows related to them, and then just the nature of the recession resist of our portfolio, and it’s pretty difficult to argue against an A minus credit rating.

So will come in due course. We don’t control the timing with either of the rating agencies. But it’s really just size at this point, and they continue to move that barometer. It used to be five billion, then ten billion. And they continue to move that threshold around.

Linda Tsai: Thanks.

Operator: Thanks, Linda. Thank you. The next question comes from Wes Golladay at Baird. Please go ahead.

Wes Golladay: Hey. Good morning, guys. Can you talk about how the sandbox is evolving? And maybe there are a few tenants you no longer do business with, but then conversely, you’re now a one-stop shop for interest with you, and you did do a new deal with Napa.

Joey Agree: Yeah. We’re always looking at the sandbox. There’s nothing static. We’re following retailers, consumer trends, sectoral trends, all those relevant data points. The evolution of the sandbox, frankly, to get in or out is pretty slow. I mean, we’re dealing with the biggest retailers here in the world, but there are retailers such as I mentioned in the prepared remarks, Boot Barn, which we’re a big fan of, which we’re actively doing a project with. But the evolution of the sandbox is very slow. Right? I mean, we are methodically watching the credit profile, consumer trends, and all of those relevant data points either enter or and or exit the sandbox. The second driver of that is just exposure overall in the portfolio.

We want to have a well-balanced portfolio. We don’t think it’s appropriate to take tenants up to ten percent or nine percent. That’s it. Maybe Walmart or somebody of that elk. We want to have a well-balanced portfolio from a tenant perspective, a sector perspective as well as geographic.

Wes Golladay: Okay. And then a quick question on G&A. And one of the big parts of the story has been scaling the G&A the last few years. This year, it’s sort of flatlining. What is driving that increase, and how much is due to cash versus non-cash?

Joey Agree: I’ll let Peter speak to the cash versus non-cash. Obviously, we started last year with the do-nothing scenario. We made significant investments once we activated during the second half of last year. Both to finalize the year in terms of people and systems, and then in preparation for 2025, we’ve onboarded a number of new team members here. That will be here for the full year 2025, have a few positions that we’re hiring for still. In 2025. I think you’ll see ultimately that number scale and be driven down. Our initial guidance, obviously, as you mentioned, is in line there. In terms of cash versus non-cash, Peter?

Peter Coughenour: Yeah. Wes, just to clarify, we guide to total G&A as a percent of adjusted revenue, and that includes non-cash G&A. To the point of your question, we’ve seen greater growth in our non-cash G&A expense relative to cash G&A over the last couple of years. And so when thinking about the impact to AFFO, we’re continuing to see cash G&A scale as a percent of adjusted revenue and as we continue to scale the business. We would anticipate that that trend continues.

Joey Agree: Yeah. And I would note that the SKVI, the non-cash G&A, is really the driver of that is the function of going from a five-year restricted time, but they stock to a three-year which we thought in terms of talent management purposes was critical. We made that change, Peter, in 2023, a couple of years ago. We didn’t think that team members fully valued the five-year vesting period. And three years was more in line with industry standards and, frankly, with just mobility today in terms of jobs and we wanted obviously to retain top our team here.

Wes Golladay: Got it. Thanks, everyone.

Operator: Thanks, Wes. Thank you. The next question comes from Eric Borden at BMO Capital Markets. Please go ahead.

Eric Borden: Hey. Good morning. Just on the 2025 lease expirations, you know, of the forty-one leases set to expire this year, are there any known move-outs or are any of the forty-one on the disposition target list today?

Joey Agree: Really no known material move-outs. Most of them will exercise contractual options. Those are rolling in, honestly, as we weekly, if not daily. And so no known material move-outs, but potentially, if there was, we would have some we’re excited about it. We’ll see if they exercise their option. That’s in Provo, Utah to an A plus piece of real estate. Since subsequent to reporting, we’ve had some metrics options exercised including the Walmart, Rancho Cordova. With a five-year option exercise. That’s a ground lease, and so that list continues to dwindle. Subsequent to twelve thirty-one.

Peter Coughenour: Eric, I would just add in terms of, you know, I agree with Joey. There’s nothing material in terms of lease role there. But to the extent we’ve identified anything that would be captured within our credit loss guide for the year as well.

Eric Borden: Yep. That’s helpful. And then just on capital allocation, I know that liquidity is full and that you don’t need to access equity markets to acquire any of the 2025 potential acquisitions. But as you look to replenish, you know, the war chest for 2026 and beyond, how are you thinking about, you know, the capital mix? You know, I think, Peter, you had mentioned a potential long-term debt issuance. But, yeah, any color on that would be appreciated.

Joey Agree: We have a ten-year swap to the tune of $200 million, excuse me, at 3.7% for any future issue with this year in the unsecured debt markets. But in reality, we don’t need the dollars. Mentioned in the prepared remarks, we can stay sub-five times by investing $1.5 billion this year without any incremental dispositions. So this is a preappetized balance sheet that doesn’t need a dollar. That has a swap in place to access the unsecured markets in a ten-year treasury market that’s highly volatile.

Eric Borden: Alright. Thank you very much.

Operator: Thank you. The next question comes from Farrell Granath at Bank of America. Please go ahead.

Farrell Granath: Good morning. Thanks for taking my question. Was wondering if you could make a few comments on how you were thinking about the health of the consumer specifically the lower end and how that may impact the retail that you’re exposed to.

Joey Agree: Look, we continue to see pressure on the low-income cohort, undoubtedly, with inflation and eggs obviously back in the news. With goods and services that are necessity-based. The high-end consumer with the looking at their 401(k)s and looking at their portfolios, still feels well. And then trade down and then let’s call it the $150,000 median household income to Walmart. And Walmart continuing to take share. And so that will continue to evolve throughout the year, obviously, subject to inflation, subject to macroeconomic factors, but we see a bifurcated, if not…

Farrell Granath: Thank you. And, also, in terms of competition in the market, are you seeing any shifts either today and going forward compared to the last few quarters?

Joey Agree: Our competition continues to dwindle. Again, at the end of an interest rate super cycle with ten thirty-one transactions, wagging, obviously, with the transactional market cut by forty-five percent over the past couple of years from historic averages. We are seeing less and less institutional competition, individual competition, tax-motivated competition, DST-motivated competition. The competition today is with sellers’ expectations themselves. And where they think pricing should be in this new world order of 2025 that we’re in. And so we encourage brokers all the time, sellers all the time to wake up to February of 2025 and stop pretending it’s 2023.

Farrell Granath: Okay. Thank you very much.

Operator: Thank you. The next question comes from Richard Milligan at Barclays. Please go ahead.

Richard Milligan: Hey. Good morning, guys. Thanks for taking the question here. Guess, Joey, you spent a lot of time this morning talking about DFP and how it’s kind of a unique solution in the marketplace for retailer store growth. What are the gating factors to that becoming, you know, within the size of your business, you know, multiples of what it is today? Simply demand on the retailer side is the concentration issue in terms of how the company allocates capital. Just maybe spend a little time on that, if you don’t mind.

Joey Agree: Sure. One thing. Returns as well as they fit into our sandbox. We are not going to deploy capital into development and funding platform or development returns that we can execute in sixty-seven days in the acquisition space. Danielle Speher, our general counsel here, did a tremendous job in 2024 compressing our days to close down to that sixty-six, sixty-seven. In her team. But, again, duration equals risk. And we need a premium based upon that risk and duration. And so, as we’ve talked about, if we can churn and burn, take a building, that’s existing structure, get in there, add on to it, do a renovation, improve site improvements, and expansion, and the tenants can be paying rent in a hundred and twenty days rather than sixty-seven days, that can be a tighter spread.

Call it fifty basis points. To where we can acquire a like-kind asset. If we’re going to go through a twelve to eighteen-month entitlement permitting and construction process, that spread’s going to be wider. And so that’s the true gating factor here for us. Is developers’ returns on cost, where they have projects, retailers’ expectations for return on cost, and we sort through hundreds, if not thousands of projects annually to decide which ones we think make sense given those brackets.

Richard Milligan: Okay. That’s very helpful. I’m going to ask you another question, which I think has been asked in different ways. But as we think as we start to think about 2026, funding sources and uses, and I appreciate that it’s hard to make predictions, especially about the future, but just given the choppiness of the last few months for pretty obvious reasons, you know, what are the chances in your mind that 2026 could be a do-nothing scenario all over again?

Joey Agree: Wow. You’re really asking me to think. I don’t think it’s going to be a do-nothing scenario in 2026. I think we are sitting in the pole position right now. I’m not concerned about, again, as I’ve said in the prepared remarks, the penny here or a penny there. I will take potential treasury method dilution versus a prefunded war chest and the ten-year swap to 3.7 ten out of ten times for a potential dilution of a penny or two for accounting methodologies. What we’re sitting on in terms of this portfolio, and this balance sheet inclusive of its maturity schedule, is truly unprecedented within the space, and I think it’s going to continue to endure value. And 2026, I wouldn’t anticipate it would be a do-nothing scenario. But it’s only February 2025. So we’ll see what executive orders are signed today and then throughout the year.

Richard Milligan: Got it. Thanks for the comments.

Operator: Thank you. And the last question comes from Haendel St. Juste at Mizuho. Please go ahead.

Haendel St. Juste: Hey, guys. Thanks for squeezing me in. Two quick ones for me. So first, I want to follow-up on the earlier comments on the fifty basis point of credit reserve. I was hoping you could add some color or ballpark exposure to not just big lots, but also to Joanne’s Party City, Family Dollar. I guess I’m trying to get a better sense of the categories tenants specifically in the portfolio you’re watching a bit more closely here. Thanks.

Joey Agree: Yeah, Haendel. It’s really the big lot scenario as this continues to play out. We have two Party Cities in the portfolio that we would be thrilled to get back. One is at a Target-anchored shopping center in Davenport, Iowa, and one is in Texas. In Port Arthur? We’d be thrilled to get those back and have tenants lined up and waiting. We don’t own any Joanne’s. Not sure, frankly, why anyone would in today’s environment and that lease structure. Probably the worst retail bankruptcy of all time. All the stores were making money. Nine months later, we file again. We didn’t even project one lease. We expect them to effectively liquidate at this point just to nerd a Hobby Lobby who’s our favorite. That’s, I mean, that’s really it. A couple of movie theaters we’re always watching. The Oscars come out. I don’t know one of the best titles, so that always concerns me. One of the best films, didn’t see any of them. Besides that, we’re in a great place.

Haendel St. Juste: Got it. Got it. Appreciate that. Also, wanted to ask about what you might be hearing about the potential impact of tariffs to some of your tenants? I was looking at some of your tenant categories like home improvement, auto parts, farm supply. I was curious if you think that they could be more at risk because, you know, a number of them have items that are produced, assembled in Mexico, Canada, China, and so curious how that might be impacting your thinking and maybe you’re underwriting some of these categories.

Joey Agree: Look, the nonstop tariff talk, which doesn’t appear to be going anywhere, is going to affect effectively all consumer categories retail categories today, and ultimately flow down to the consumer. That’s the bottom line. So whether it’s Bill Ford talking about cars or any other components that are manufactured and or imported into this country. The good news is that most retailers, the national retailers, due to the first Trump presidency, and the tariffs, they really diversify their source. Right? Their sourcing. And so coming from but now it seems like only Australia won’t have tariffs. So, looking at, looking across their global procurement efforts, TJX, for example, which would be a beneficiary from these tariffs because I think you’ll see trade down has, I believe, at sixteen global six purchasing offices in sixteen countries around the globe.

Those efforts that came from the 2016 administration and those tariffs hopefully, and I think did, give frankly retailers the opportunity to diversify their procurement sources and their purchasing. That said, ultimately, tariffs flow down to the consumer unless retailers want to eat it at a margin. We have the biggest retailers in the country in our portfolio for a reason. They have the liquidity of the balance sheet to invest in labor, to invest in price. Which directly can be, right, related to tariffs. Walmart can choose TJX can choose not to move price and it takes share. If I’m a small middle market retailer and I’m subject to those tariffs, and I don’t have a multibillion-dollar balance sheet, I’m going to have to pass that through somehow.

Or find some savings in SG&A. And so it’s look. Tariffs will continue to be in the news. The impact of them, we’re going to see what those are as they work through. And they get resolved. It will be the small middle market retailers that suffer the greatest consequences from any tariff.

Haendel St. Juste: Appreciate the thoughts. Thanks, guys.

Operator: Thank you. And the last question now is from Omo Kayo, an investor. Please go ahead.

Omo Kayo: Hello?

Operator: Hi, Otis. We hear you.

Omo Kayo: Yeah. Hey. This is Sam on for Kyle. I just wanted to ask you guys if you can give us an update on some of the retail categories experiencing headwinds specifically talking about dollar stores and on pharmacies.

Joey Agree: Well, we saw CVS’ print this morning, which beat guidance, and a strong outlook for 2025. That’s just CVS specifically. The pharmacy sector, obviously, if you look year over year, pharmacy for us is down ten percent almost. But this without any material dispositions year over year. And so those sectors that were in the news will continue to experience some of those headwinds, absent, obviously, some macroeconomic changes. We’ll continue to invest in what we think are the best retailers in a recession-resistant environment. Same sticking to our sandbox. You won’t see us move into experiential. You won’t see us ramp our dollar store exposure that’s just going down every single day. You won’t see us increase our pharmacy exposure.

We’re focused on the best and brightest categories in our opinion, whether that’s off-price, general merchandise, Walmart, tire and auto service, auto parts like we talked about earlier, dominant grocers, in this country such as Kroger. We’ll be focused on the best of the best here. And we’re going to let this we’re going to let the All the Wegmans, HEB, Publix, really, everything I’ll shake out. And we appreciate everybody’s time. Thanks again.