Good morning and welcome to the Agree Realty First Quarter 2020 Conference Call. Today, all participants will be in a listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note that today’s event is being recorded. At this time, I would like to turn the conference over to Clay Thelen, Chief Financial Officer. Please go ahead, Clay.

Thank you. Good morning everyone and thank you for joining us for Agree Realty’s first quarter 2020 earnings call. Joey will, of course, be joining me this morning to discuss our first quarter results. Please note that during this call, we will make certain statements that may be considered forward-looking under federal securities laws. Our actual results may differ significantly from the matters discussed in any forward-looking statements for a number of reasons, including uncertainty related to the scope, severity and duration of the COVID-19 pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures on us and on our tenants. Please see yesterday’s earnings release and our SEC filings, including our latest annual report on Form 10-K and subsequent reports, 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 these 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.

Thank you, Clay and good morning everybody, and thank you for joining us. First off, I would like to wish all of our listeners and their family’s health and safety during these difficult times. I’ll start our call today, broadly speaking about Agree Realty’s response to this current pandemic. The most significant lessons that I’ve learned from 2008 and the Great Recession uniquely positioned ADC to not only survive but thrive after this current crisis. That experience made us battle-tested and has applied the experiences gained through that recession to all aspects of our company, most importantly, our balance sheet and our portfolio construction. Our fortified balance sheet at approximately 0.7x net debt-to-EBITDA, pro forma for outstanding forward equity, gives us complete flexibility and the unquestioned ability to pursue opportunities which we feel will be even greater this year and into the future. This was further validated by the receipt of investment-grade credit rating from S&P in the midst of this pandemic, which I know was prior to equitizing our balance sheet with over $500 million in additional capital. Given the market dislocation, strong visibility into our extremely high quality pipeline and lack of capitalized competition, we are increasing our acquisition guidance to $700 million to $800 million for the year. Rest assured that we will maintain our historic discipline and that the quality of our pipeline is of the utmost importance and we will and will further enhance our already stringent acquisition criteria. Before I provide some data for the month of April, let me please take a moment to express my sincere gratitude to our finance, asset management, accounting, legal and lease administration teams for all their efforts, closing the quarter remotely during a pandemic, including an ATM filing and two equity offerings, truly a remarkable effort. Regarding…

Thank you, Joey. I’ll start with a balance sheet update and highlights from our recent capital markets activities. We had a very active quarter in the equity capital markets, raising more than $400 million of common equity and an additional $370 million of common equity with yesterday’s announcement. In addition to capital rates, we also generated almost $35 million through our disposition activity and free cash flow after dividend during the quarter. In addition to yesterday’s $370 million transaction, we commenced an overnight equity offering on March 30, totaling $175 million. Additionally, we are very active on our ATM during the first quarter and entered into forward sale agreement to sell 3.3 million shares of common stock at an average gross price of $69 per share for anticipated net proceeds of more than $228 million. At the end of the quarter, we settled forward offerings totaling approximately $105 million. Given this settlement and combined with the company’s 2019 forward equity activity, we had approximately $267 million in unsettled forward activity available to us at quarter end. And as announced yesterday, we will be settling these remaining forward offerings this week. This capital raising activity provides us with tremendous optionality and puts us in a very strong liquidity position. Pro forma at quarter end for the settlement of our overnight equity offering and previously raised forward equity, we have full access to our $500 million credit facility, over $250 million in cash on hand and the $370 million in gross forward equity proceeds from yesterday’s announcement. Further, our balance sheet remains in its most fortified position in the history of our company. As of March 31, our net debt to recurring EBITDA was approximately 4.8 times. And as Joey mentioned, pro forma and inclusive of all equity activities, our net debt…

Thank you, Clay. At this time, operator, we will open it up for questions.

We will now begin the question-and-answer session. [Operator Instructions] Today’s first question comes from Simon Yarmak of Stifel. Please proceed.

Good morning, everyone.

Good morning, Simon. How are you?

Hopefully you guys are doing well and that your families are safe.

Thank you very much.

Congratulations on a solid quarter, strong April rent collections and the recent capital market activity. Over the last couple of years you’ve made a pretty conscious effort to increase your exposure to investment-grade tenants, approaching 60% at the end of the first quarter. Obviously, with the April rent collections, investment-grade tenants have essentially paid. How do you think about going forward? Where you want to take that number over the next couple of years?

Well, I appreciate the question, Simon. I would tell you, given the trajectory of our pipeline and what we closed in Q1, there’s no doubt that number will continue to increase. You’d also have to add in the disposition efforts with the subsequent to quarter-end with the three franchise restaurants as I mentioned. So our pipeline in close to date are very similar. I would tell you in terms of tenant credit quality, the 89% in Q1 obviously is elevated. Again, I would remind everybody, we’re not imputing shadow investment-grade credit ratings to Tractor Supply or Chick-fil-A or the Publixs or Hobby Lobbys of the world. And so, as I always say, it’s probably repetitive, investment-grade is a data point for us. It’s an output of our strategy, but there are still a number of retailers in this country that for whatever reason, they may be private or may not have debt at all, don’t carry an investment-grade credit rating. So I wouldn’t put a ceiling on that number. I would fully expect it to continue to rise and I would anticipate it surpasses 60% in Q2 here – at the end of Q2.

Thank you. You touched in your prepared remarks, you built this portfolio essentially over the last 10 years and you’ve done a great job at that. When you think about what we’ve been going through over the last couple of weeks here, last couple of months, is there anything that you would do differently in constructing your portfolio going forward after learning lessons from the pandemic?

Look, I think it’s still early. I would tell you, we will no doubt do an after action review hopefully sooner rather than later after this pandemic. I would tell you this pandemic from my perspective has accelerated what we already believe to be the trends in retail, what we saw from retailers in a brick and mortar perspective or an e-commerce perspective going to an omni-channel world. We always avoided experiential and discretionary goods. And so that was already part of our strategy. I think what this has done is exponentially increased what we already saw. That’s the stronger survive and the weak obviously disappearing. I think that’s emblematic of the tens of millions of dollars in the six Walmart Supercenters we acquired during the quarter and Walmart to set into their top 10. So I would defer until after I would tell you, I’m not thrilled to own five movie theaters today obviously, but that’s a minority of our portfolio at approximately 1.5%. We haven’t touched the movie theater space in a number of years. But I would tell you that is the only sector in my head that I think that potentially we could have more actively avoided. But again, we haven’t acquired a movie theater I believe over three and a half years. So ask me, hopefully, by the third quarter call this will all be over and we’ll have time to do an after action review, but we will certainly undertake one.

Sure. Just last question, in terms of the competitive landscape, that’s been changing over the last six, seven weeks. It was your peers really are going to take down acquisition activity to a halt with the loss of cost of capital. How has that environment changed? How competitive is that today? How strong is the 1031 market in the current environment? Then lastly, what is the spread between the portfolio market and one-off transaction?

Sort of to your first question, most people think of our peers is our competition. We very, very, very rarely ever run into our peers. They most of them have differentiated business models. And so we very rarely run into our peers. Our traditional competition in the net lease space and the highly fragmented net lease space, which I tell you our average price point of just over $4 million is generally financed purchasers, either from the 1031 market that would be a larger 1031 transaction or a private party purchaser. And so I would tell you with the lockup in the CMBS market and frankly the unavailability of bank debt. That is very – that’s taking a significant amount of competition offline. You didn’t ask this directly, but I think we will hopefully see cap rates rise accordingly. Your second question, Simon was what?

The spread between portfolio sales and one-off transaction.

I’ll be honest, I think we have not actively reviewed any diversified portfolios or any portfolios that are embedded in our Q1 activity or Q2 pipeline. So I would tell you it’s a little earlier. It’s a little too early to see if that spread, what happens with that historic spread. That really our guidance, I would mention our increased guidance of $700 million to $800 million includes no portfolio activity, no M&A activity, no sale-leaseback activity, just regular way $150 million or $170 million or so, $4 million plus transaction. So I think we’re going to see a lot of this continue to materialize is obviously a dynamic and fluid environment. And I want to be very careful on this call not to frankly set any expectations that we don’t frankly have visibility or transparency into.

Sure. Thanks, and stay safe.

Thank you, Simon. Appreciate it.

The next question comes from RJ Milligan of RW Baird. Please proceed.

Hey, good morning, guys. Joey, looking into obviously good rent collections in April, but looking into May, do you expect to get more or less rent collected in the month of May?

Again a good question. I wish I had transparency and visibility. We thought it was important for market participants to understand where our April collections were. I would tell you again, I mean the Governor of the great state of Georgia is opening everything up looks like this weekend. So I was talking to a friend of mine in Atlanta. I’m not sure if anyone is actually going to go to any of these places besides the required haircut. But it’s going to be a function, frankly of how quickly one, retailers are actually able to reopen and potentially at a secondary level drive actual sales, if people reopen businesses that don’t drive sales. I’m not sure if that helps. Second, it’s going to be a function of individual choices. And I mentioned in my prepared remarks of retailers and we see retailers and many of them have gone public saying they are not paying rent. That is a unilateral choice to breach a contract, which will rise to an eventual default but it will be a choice of retailers. I would tell you most of these data points I think are very misleading. I think April is helpful. So people can see the resiliency and strength of our portfolio in terms of the investment grade. But I would hope that no one was overly surprised or taken aback given a 60% investment grade portfolio plus the shadow rated portfolio. If you want to do those, run those on your own plus the ground leases. So all of these data points are very fluid. I’ll tell you what I’m very confident. We have not breached quiet enjoyment. This is not a force majeure event. And these retailers that do not end up in solvent, any retailer that does not end up in a restructuring and reject a lease or a liquidation, which we think we have very few of. We’ll pay their rent. And so whether they pay April or whether they pay May, we will collect those dollars and we have reminded some of retailers in a hopefully a friendly way that they’re accruing late fees, interest and penalties along the way. So short-term cash preservation methods on the retailer side will be longer-term cash collected for us absent a bankruptcy scenario.

Okay, that’s helpful. And Joey, you mentioned the ground lease portfolio, which is a sizable part of Agree’s portfolio. Were there any ground leases in which you didn’t receive rent in April?

Yes, great question. We have two very small ground leases where we did not, I believe one, we received 50% of the rent. The other one we did not receive rent. We have or we’ll be putting them into default and we look forward to taking those buildings for free. I will tell you they are two casual dining operations, very small in terms of de minimis, in terms of total rent. I would tell you it’s about $125,000 approximately of the top of my head. But frankly, I was hoping we would even see more of those tenants, frankly default. Again, we have no basis in the building and we would own that building for free if they fail to cure. So I would expect them to cure fairly quickly.

Okay. My last question is, obviously we’re dealing with the impacts of COVID, but what’s to follow is probably a deep recession. As you think out into 2021 and 2022, are there any categories, industries that you’re more concerned about versus less concerned about, not necessarily to deal with the shutdown, but the economic impact and longer-term impact?

I would tell you it is effectively the same as our historic investment criteria. And so we have avoided “experiential”. We’ve avoided restaurants absent ground leases. We’ve avoided movie theaters, which I’ve mentioned. We’ve avoided sporting goods. We’ve avoided those discretionary goods that are easily replaceable online. And frankly, more and more goods, they’re becoming easily an accessible online to more and more demographics and participants. So our focus, and I think to your question, our greatest emphasis now is doing our best to project what the world looks like post-pandemic in that recessionary environment. And so I spoke to National Tire & Battery and new car sales are going to go from $17 million to somewhere in the single digit million. So then what are the impacts, secondary impact of new car sales going dropping to such a degree? Well, I spoke to the National Tire & Battery and 12 years approaching average duration of car on the road. And so how does that then disseminate into our retail portfolio and our future portfolio construction. Well, tire and auto service for older cars is going to be required, more auto parts for older cars AutoZone, O’Reilly, we have over a 100 and they’re great relationships in our portfolio are going to be required. Used car sales will most likely right accelerate at a relative basis to new car sales. We do that the same thing for grocery. Deep discount in grocery is going to accelerate. Now that’s a challenging sector, because we’ll see what the online participation rate does from historic 1.5%, but those will accelerate. At the end of the day here off-price retail is going to have a field day, right. The TJ Maxx, the Marshalls, the Home Goods, the Ross’ and most likely the Burlington’s are going to have a Field Day, because the department store space is all but effectively dead. And so I look at the apparel space, and I say, where are people going to buy apparel? It’s either Walmart, Target off-price, and maybe Nordstrom’s makes it, or maybe Kohl’s makes it. And so I think our – what my biggest challenges and what our biggest opportunity is to be at the forefront. We were at the forefront, I believe we were at the forefront and we still say, we were at the forefront of omni-channel, now we have to be at the forefront of a post-pandemic recessionary environment with consumer behaviors that are structurally going to change for the rest of our lives.

The next question comes from Collin Mings of Raymond James. Please proceed.

Thank you. Good morning, Joey. Good morning, Clay.

Good morning, Collin. How are you?

Hanging in there. First, I wanted to go back to your discussion with Simon as it relates to the upward revision to acquisition guidance. Can you maybe just expand on what you’ve closed quarter-to-date or quantify a little bit more your pipeline as far as what you’d expect to close near-term in the past? So you’ve touched on having visibility on activity for call it 60 to 70 days. So particularly in the current environment, it would seem to have pretty good visibility on near-term opportunities to actually go out there and rate guidance.

You are correct. I won’t get into any details – too many details on the pipeline. I’ll tell you, it is not dissimilar from the closed in terms of Q1. I did mention that our Walmart activity will continue. We are very focused there. The composition of that pipeline is very similar in terms of credit quality. We do have some time for some movement, both fallout and inclusions into that pipeline, but it does give us full confidence that we will hit that $700 million to $800 million absent a second pandemic wave or something atypical hitting this country. So again, it’s focused on the retailers you would expect that we’ve talked about frankly on this call plus a few other ones. But it is very similar to Q1 at its current state.

Got it, okay. That’s helpful. And then as far as the request for rent relief, I mean, in yesterday’s release, you noted about a third of your tenants are asking for short-term rent relief for other considerations just given the pandemic. You’re pretty clear, again on this call and your view about the obligations your tenants have. But to clarify, if anything, have you formally granted anything on the relief front yet? And then maybe, how would you quantify the mix of requests that you actually view as valid?

To answer your first question, we have executed single digit deferral requests predominantly with small operators, the few small operators that we have in our portfolio. Those are deferral, they are not abatements, they are deferrals. Those deferrals will be paid back very quickly and at times we have credit enhancement on top of them. In terms of the 33% count, I’ll be honest with you, I did not want to even include it in this release. And in our remarks, it was required by counsel and we have fantastic counsel. I think the 33%, I would warn all market participants and everybody on this call that the 33% ranges from the frankly absurd, retailers that have no debt, that are open and operating and a couple of there are even thriving frankly in this environment to a retailer that is a small operator that really needs help. And so the spectrum there ranges from email request. Can you help us? Are you willing to offer us any help in the general form. Two, can we not pay April rent and defer it to later or abate? And so it is such a wide spectrum, I think, it’s frankly a data point that everyone should be very wary of. To the opportunistic, I can’t quantify that for you. I will tell you, there are a few retailers we have had harsh discussions with. They are not considered long-term partners for us. They were made – we were made them quickly aware of our remedies in those leases. And I would tell you some paid, some didn’t. They will pay. And they – we have made them, put them on notice of the late fees, the penalties, the interest and our ability to either subject to the lease, evict them and take possession or not evict them and we’ve also reminded them that we are not a shopping center REIT or a mall REIT that has co-tenancy implications or traffic flow implications. So net lease is very unique in that context, but we will vigorously pursue immediately default remedies upon any retailer that acts opportunistically. That said, we are willing to partner with the very minority piece, a planet fitness, franchisee or we’ve got a small tenant in a legacy shopping center at the Chinese buffet restaurant that my father developed 30 years ago and it’s been there literally since inception. We’re willing to be partners there for retailers that really need it, but I think it’s very important for people to understand in net lease. We have fixed returns. We don’t get percentage rent. We don’t get upside. We can’t ask for more rent in the future. And we are not willing to direct unilateral request to retailers that have the ability to pay.

Just on that last point, Joey, recognizing it’s a handful of requests. Can you maybe just expand upon what you’re asking foreign exchange for providing short-term relief? Again, you touched on it’s generally deferment as opposed to some sort of forgiveness. But just maybe expand on, I think you touched on credit enhancements and it sounds like there’s maybe some other options that maybe long-term could be beneficial as you work with some of these.

Yes – no. And I think that’s the most important thing. So I want to be clear, we have not abated $1. We don’t intend to abate $1 of obligations here. Those would – the ones that single digits are deferrals. I think the opportunity and I spoke in the prepared remarks, is for us to work with our retail partners and that is a true partnership to help them potentially during this period of closure in exchange for consideration for long-term value and the menu of options there is significant and we’ve created and just preliminarily engaged in discussions like that. We have the balance sheet and obviously the liquidity profile, which Clay spoke to and the ability to be a long-term partner and take short-term pain for long-term value creation for our shareholders. That menu of options include exercises, that menu of options for us in consideration include exercise current options. We could be your preferred developer. We can acquire short-term stores in – working in concert. We can do a sale lease back, if you have real estate on balance sheet. We can do all types of different things given the unique full service nature and the capabilities that this fantastic team at Agree Realty has. That said, that retailer has to pass the few thresholds. Number one, they have to be a partner. Number two, they have to be solvent or they have to – we have to frankly be very confident in their future in that post-pandemic recessionary world. And number three, they have to be willing to come to the table to, frankly, make a new deal, because that’s what this is. It’s not within the four corners of the document. We’re willing to work with our partners, but that is a new deal and it’s a new document.

Thanks, Joey.

Thank you.

The next question comes from Christy McElroy of Citi. Please proceed.

Hi, good morning guys. For the tenants that have not paid in April, and for those that you don’t expect to pay in May, understanding that they’re in default. But how should we think about the other expenses that are typically paid directly by the tenant, like utility costs and property taxes, but don’t generally run through your P&L. To what extent could landlords be on the hook for those whether temporarily or permanently?

Yes, I’ll speak to a generally for what our COVID response team has done. Number one, and then I’ll let Clay talk into those – some of those details where they are obviously in our P&Ls. Number one, our COVID response team has confirmed, has gone open occupancy. We’ve been confirming property taxes were paid and utilities, predominantly, water bills, that is just standard practice for us has been paid. And so that is a – it’s an important question. You’re right. It’s an obligation that they have. Obviously, in net lease, some of those pieces run through our expenses and then we would get reimbursed or sometimes tenants pay direct. Clay, you want to talk to – you want to speak to the details of that question? They’re over my head, frankly, some of them.

Yes, of course. So in terms of what come through our P&L, in terms of real estate taxes and property operating expenses, that’s approximately half of those expenses. Christy, just to provide a little – provide some – try to quantify that a little bit.

Okay. But presumably, if they’re not paid by the tenant, you’re obligated to pay those.

Correct. That’s correct. If the tenant does not pay, that would be an event of default to more to not paying rent and we would have the full remedies in the lease.

Okay. And I know you don’t normally give FFO guidance, but just sort of, how should we be approaching Q2 in terms of potential FFO impact in regards to the deferrals. But also as you think about tenants that still haven’t paid, how would you – how are you thinking about potentially assessing the collectability probability?

The collectability, I think – and I’ll turn again the details over to Clay, I’ll tell you that going into Q2 right now in a dynamic and fluid situation, we’re not even into May, obviously. It’s very difficult for us to provide any short-term guidance. I would encourage again, people to especially in a portfolio with the credit quality such of ours – such as ours to frankly to ignore some of these short-term, take them as data points, but don’t let them be drivers. Clay, I’ll let you take the details to your question though.

Sure. Of course, so it’s important to note as Joey mentioned that our discussion with tenants have been focused on deferrals, so not rent relief, specifically deferrals. So, I’ll focus on that. In terms of deferrals, it’s really an impact in terms of the timing of when we collect cash and so not the total amount of cash received. And so since FFO reflects straight line, it will not be impacted by deferrals. However, on the other hand, the FFO is essentially a cash measure and therefore it will reflect when rent is due under the deferral agreements. I’d highlight, you mentioned collectibility a little bit, Christy. We apply the new lease accounting that came effective in 2019, under these rules, it’s determining when it’s probable or the probability of us collecting rents from a tenant and we must write off any receivables to the extent those receivables aren’t collectible at a probability of at least 75% chance or probability of collection. And so, that assessment is something that we’ll be very focused on going forward, it’s something our COVID response team, is very focused on. And, we obviously had a number of conversations certainly to across the organization and continuing to monitor that.

Our next question comes from Nate Crossett of Berenberg. Please proceed.

Hey, good morning guys. Just on equity raises, clearly, a meaningful amount over the last couple of weeks. How are you guys thinking about longer-term leverage targets going forward? Are you kind of changing the threshold bands you want to be in? Or is this just kind of a temporary opportunistic type of leverage level?

I appreciate the question, I think these equity raises are clearly offensive for us. The equity we have raised has hesitant to use it, but I’ll say it as effectively built a war chest. That enables us to go execute on the investment front. I think longer-term, which is an important question during this pandemic and outside of this pandemic, I would tell you, it is – I think it is inappropriate to run a balance sheet at five to six times levered for a net lease company. I would tell you that we will not most likely surpass five times levered, absent having a forward equity option outstanding to us. I think during the – we can always raise debt. Raising debt is very easy. We have an unsecured. We have access to the unsecured public bond market today, the private place in market, the term loan market that that is always easy. And so now what we have the ability to do is delever, which we have executed delever, this balance sheet in an offensive manner, add in debt when we feel appropriate and an opportunities where it is obviously accretive to our portfolio, run a conservative balance sheet that gives us the offensive capabilities. But to your – I think the most important part of your question is, I would tell you our stated pre-pandemic range of five to six times is now out the window given the current environment.

Okay. That’s helpful. And then just quickly on the debt. Obviously, you don’t need to raise any debt by any means right now. But if you were to go out, what does the pricing look like today versus pre-COVID, I guess?

Yes, Clay – I’ll let Clay, speak to that generally. I’ll tell you, we are not actively in the debt markets. We’ve obviously seen a number of companies access. So the market is open, it opens and shuts and windows as you would expect. Pricing spreads have – have gapped out significantly. I think frankly, our credit card – our credit quality is only improving in this type of situation. But Clay, do you want to give any specifics in terms of anticipated spreads? I know we haven’t been active in the market looking.

No, look, I’d say it’s tough to say just given the current market and we’re certainly watching closely. They’re just – we just haven’t been a lot of data points. There are a few investment-grade deals, prior to earnings blackouts, tut let’s really been it. In those deals, obviously pricing spreads were much wider than they were six weeks ago, but, just not a lot of data points currently and certainly something we’ll continue to monitor very closely.

Okay. And then just one more if I could. I suspect most of your tenants are too large for the PPP program, but what about the Fed lending program? Do you think some of the more troubled tenants could tap that lending facility? And could you guys personally tap the PPP program to lower your own G&A costs?

I’ll speak to the second question. We believe, we would have been eligible to tap the PPP program. I don’t think it – it was we did not think it was appropriate for us to tap the PPP program. We’ve made – we are obviously quite solvent. We have a balance sheet that we spoken about pretty extensively here. We aren’t going to do opportunistically tap any government programs at a realty that frankly, that would be – that would defy our core values. Second – to your first question, the government programs, the availability to our tenants are really subject. I’ll tell you, we have not done a lot of research or spend our time in our tenants ability to have government programs. It’s the only one that I’ve really seen that could be applicable with some of the fallen angel stuff in terms of the bonds for former investment grade companies. I haven’t spent any time on it personally. Clay, I don’t know if you want to speak to it. I know, you’ve been to a little bit too busy, but we don’t have a bunch of small tenants or small businesses in our portfolio that are reliant upon government loans right now.

Yes, I would just have specific to the PPP program, our tenants having above over 500 employees would eliminate them from being eligible. And so, we don’t really view that as a real option given our tenant base.

Okay. Thanks guys.

Thank you.

Our next question comes from Rob Stevenson with Janney. Please proceed.

Good morning guys. Joey, what percentage of your acquisition pipeline, is on tenants that are currently not open for business? And how are you thinking about that mix as you sort of backfill the pipeline into the third and fourth quarters when you start going, we start looking out? Is that even a consideration, considering that the economy is likely to be open at that point in time? Or is that still factoring into any relevant attractiveness of certain tenants?

Yes, no, that’s honestly a great question. I would tell you, number one, most of the tenants that we’re looking at just because of the nature of their business. If you look at our portfolio and the statistics we released and again I think our property managers specifically who spent so much time calling every tenant and talking to them. I would tell you, I don’t have an exact number, but approximately 80%, I would tell you our open least that was emblematic of our current portfolio. Now, whether or not they are currently paying rent there’s mechanisms to structure around that. Again, I think as Colin mentioned earlier, our average duration to closing is 60 to 70 days. So, I mean, we have some visits, we have some time to watch and see how they pay rent. If they ask existing sellers for deferrals, I’ll tell you again, it’s not a big consideration for us given the long-term nature and duration of those leases. The price point, frankly, the price per square foot and the basis we access, these properties and acquire them at, and then our relationships with the tenant. I’ll tell you, there is one acquisition in the first quarter, which we closed that was not open and in that case we’ve looked to the seller to provide an escrow for any deferral that was structured, pre-closing, and in that case, that could be a mechanism for any considerations in future acquisitions if we feel it’s warranted.

Okay. And then you got, you talked about some of your non long-term partners that are healthy and choosing not to pay, you had conversations with them about that you would consider disclosing their names? I mean, certainly if they’re public companies that would be a problem for them and sort of shaming them publicly. Is that a consideration for you guys that continues?

I hesitate, I will tell you that we have made tenants. We have made tenants aware of our rights and our remedies and I think that there are considerations for tenants here about their public, the public perspective frankly, I think there are those considerations for them and I think they should take them into account. I think that, one other piece on that, when tenants say we’re not paying rent, what many people forget? And I think it was kind of flint and actually mentioned it, what many people forget is a lot of the rent is amortized TI across the space, not necessarily in net lease, but in shopping centers as well as the mall space. So, landlords have effectively in that case been lenders to these tenants. They have built tenant specifics, they have either provided tenant TIA or landlords work that have effectively financed the tenants’ operation in advance, and part of the rental rate that’s amortized into is, frankly the repayment of those obligations. And so it’s, we don’t have the option as to not pay our lenders. We don’t have the option; frankly, we have the option, I guess, but we’d never consider it right now, to not pay our dividend. And so what I’ve told our tenants is if you are considering not paying your rent, on a unilateral basis, I will tell you that we will be paying all of our employees, we will be paying all of our lenders, we will be paying our dividend and many of our shareholders, our senior citizens or 70-year-olds that rely upon us to pay their rents, their mortgage and for frankly income. And so your unilateral decision not to pay your rent, even though you’re able to have a cascading effect that frankly is not tolerable to us.

Okay. And then one for Clay, when you factor in the forward deals and the debt capacity, and the cash that you have right now while staying within some sort of reasonable leverage level. How much of the dry powder do you have to close the incremental $500 million to $600 million of acquisitions without raising any additional capital?

So, just make sure I understand the question Rob, I think you’re asking what – given the cash on hand, what capacity, what total volume and acquisitions are we able to close, and that’s – it’s, again, given the slightly lower leverage range and kind of where we’re comfortable running the balance sheet, it’s north of $1 billion. It’s between $1 billion and $1.5 million in terms of what our capital available, including forwards outstanding would allow us to acquire and still stay at a very low leverage point.

And Rob, this is Joey. Let me just jump into kind of – because I know there’s a lot of numbers here, and there is the additional disclosure that is posted for the walk here that we posted to our website. But, I think it’s important for everybody to just a high level, and I’m going to use round numbers so details will be forthcoming, obviously as we move through the year. For us to achieve the upper end of our acquisition guidance this year, net of dispositions plus development – anticipated development PCS spend, obviously, net of free cash flow after the dividend. We basically, prior to the Cohen & Steers transaction would have ended the year at approximately without any additional equity at five times, so again, I’ll just repeat that. Hitting the high end of our acquisition guidance, we would end the year without the Cohen & Steers transaction at approximately five times net debt-to-EBITDA without any additional equity. What the Cohen & Steers transaction allows this company to do is, number one, hopefully, and as the year progresses, we’ll get more visibility; number one, exceed that guidance given the market dislocation and the opportunities that we see, without exceeding that five times and it’s on a forward basis at our election, as I think you’re all aware. Secondly, if we do not exceed that guidance or if we end up at the lower end or middle end of that guidance, which frankly, I don’t anticipate the lower end of that guidance today. If we don’t exceed, it basically starts funding our 2020 – our 2021 – if we have a year it is now, our 2021 pipeline. So, again, without $1 of Cohen & Steers’ equity, at the end of the year, top end of our guidance, we end up around 5%. And so I think that’s what the transaction enabled us to do, it allows us to potentially exceed our guidance base of five times – because that five times to six times is frankly out the window today and/or fund our pipeline, going into 2021, which frankly aggregation of that pipeline will start typically using that 70 days in mid-October of this year.

Okay. Perfect. That was exactly what I was looking for. Thank you.

Okay.

Thanks guys.

Our next question comes from Ki Bin Kim with SunTrust. Please proceed.

Thanks and good morning out there. And I usually don’t do this too often, but just wanted to say, great job on having the right mentality and philosophy before all this. So, my question is, you raised your acquisition guidance, but I think we all realized cap rates tend to move slowly. So, do you have any concerns that maybe – is there a better price to be had, if you just wait it out a little bit more?

Was there a better price to be had? I think today’s market trades as much frankly on the macro-dynamics, I mean oil has driven negative oil prices for March and April delivery or April-June – April-May deliveries. The market is so dynamic and so fluid. The last thing that we would ever do to advertise our balance sheet and enable our capabilities is wait out for another $1 or $2 or $4, whatever it is. I mean, if you look at, it’s big picture, we effectively raised equity in the low five times, all right.

Joey, I meant for your acquisitions not for your own balance sheet.

Sorry. For acquisitions. Look, we anticipate that hopefully cap rates will move given the lack of bid, but I’ll tell you, nothing that we do on the acquisition side is on the margin, if we can buy a Walmart high-performing supercenter at a 6.5 cap or we think or we prospectively think cap rates are going to go up, let’s just use a round number of 30 basis points we’re not going to wait for that 30 basis point perspective and possible increase. And so nothing we do – the same thing with the home goods in the Hamptons. We aren’t going to wait for that home goods in the Hamptons for the cap rates to move. The opportunities that we hit aren’t marginal, the opportunities we hit or we look at is essential and we will execute to them. And the good news is, we continue to find more of them and we now have the balance sheet to continue to execute that on them, going into 2021. And so we’re not going to wait for cap rates to prospectively rise, because even if they do rise, which I think you mentioned or this could be slow in cascading; even if they do rise we’re going to do rise, we’re going to be there at that time, too. So, we have a fixed cost of capital. We know what that is today, we have the liquidity to execute.

Okay. And on real estate taxes, what do you think the end result will be, I’m assuming not just for yourselves, but the industry is going back to these municipalities to get – to lower real estate taxes, to reflect any reality? How do you think about...

Yes. I would anticipate from everybody’s home to their commercial real estate that the – everybody – the law firms are going to do great on those. We will work with our tenants in conjunction to hopefully lower their – all of their obligations outside of their rent on a go-forward basis. I mean, we want their all-in occupancy costs to be as low as possible. And so we will work with them – obviously, this is a future consideration during the appropriate time. We will partner with our tenants as we always do; they typically require both parties to potentially lower their real estate tax obligations, given the revaluation.

Okay and just last one. This is just a suggestion. But, I think it will be helpful in the press release just to provide a little table on your equity offerings, what’s been done, what’s left to do just because you have many different layers going on at the same time.

No. I think – noted. I think, hopefully that the – a reconciliation of net debt to recurring EBITDA that is posted to our website will be helpful. We work to expand disclosures, if everybody would note on page 6, we have now disclosed all retail sectors. We used to have a significant amount. I can’t recall the exact amount, but 20% to 30% in other. We have now broken that down all the way to miscellaneous, which is $75,000 a year at the bottom, again that’s on page 6 and that’s cell towers, billboards and donation bins that are on net leased properties that frankly we own that just came with it. So, hopefully that disclosure is helpful. The reconciliation again, a net debt-to-EBITDA is helpful, and we will take that into account as well, for the future.

All right. great job, guys.

Thank you, Ki Bin. I appreciate it.

Our next question comes from Todd Stender of Wells Fargo. Please proceed.

Hi, thanks. Joey and Clay and the rest of your team, I hope everybody stays healthy and safe.

You as well. thank you, Todd.

Thank you. Most of my questions have been answered, had to do with the accounting around FFO or I guess, the gap between FFO and FAD, which Clay answered. But probably, an underwriting question going forward, when you look at your four-wall coverage. I would imagine that’s going to deteriorate for all retailers, whether they’re open or not. just how you’re looking at that, maybe your acquisition guidance increased, but you probably need maybe a little bit more protection. And just as a safety net, going forward, how do you think this is going to change underwriting?

Just four-wall coverage for us again, most of our retailers do not report EBITDA. If you ask Walmart what their store sales or EBITDA is on any specific location, I think they would tell you nicely to fly a kite. It’s never been a driver of underwriting. We have never thought it was a proxy for credit, you can have a – I mean, I don’t want to pick on Walmart would pick somebody else, you can have a poor performing Home Depot location, but Home Depot corporate is on the lease and the credit, and the performance of that retailer can change for the positive or the negative. and so I would tell you, much of our portfolio, the vast majority of which do not report EBITDA because we’re not a lender, I mean it’s really a lender covenant, we’re real estate owner. I would say the majority of our portfolio is counter cyclical. And so post pandemic, I would anticipate again, O’Reilly Auto Parts and AutoZone and TJ Maxx and the Walmarts of the world, frankly, their coverage potentially would go up. So our portfolio, everyone’s heard me say it has been constructive with two thoughts in line. One of them wasn’t a pandemic I would readily admit that, it was a recession resistant and e-commerce resistant. And so much of that recession resistance, frankly, Dollar General is going to thrive in a recessionary environment, so with National Tire and Battery, and AutoZone, O’Reilly at least I believe they will.

Great. That’s helpful. And just probably just the last question, just the balance sheet question, you referenced the five times net debt-to-EBITDA, I think it was at the high-end of your guidance, what kind of debt is assumed in there? And that was pre-Cohen & Steers offering, so that did assume some of the remaining shares on the forward equity to be settled, what kind of debt expectations do you have in that number?

Type or amount of debt?

You’re kidding.

Todd? Todd, you there?

Yes. Can you hear me?

Yes. Are you referencing amount of debt or type of…

Yes. What’s budgeted, I would imagine you’ll tap the unsecured bond market now that you get the investment grade rating, but what kind of level is assumed in that number?

Clay, you want to take that?

Yes, look we’re looking at – obviously we’ll continue to be an unsecured borrower, Todd. And we have optionality now, certainly in terms of now we have the second rating. I think your question in regards to sizing this is just ultimately dependent on timing of uses of capital. We have full optionality, given our current position, our cash position and certainly the equity outstanding as well. And so ultimately depending on uses and the timing of uses and like I said, we will closely monitor the unsecured bond market. Obviously, the private placement market takes us lead from that market and so we’ll continue to monitor both very closely and again, based on uses execute accordingly.

Great. Thank you.

Thank you, Todd.

The next question comes from Linda Tsai with Jefferies. Please proceed.

Hi, good morning. Just given a comment on slow and cascading effect of cap rates, does that mean that you’re not seeing COVID impacts change cap rates for the deals currently in your pipeline?

Well, good morning Linda. Actually I think you just hit it on the head. It’s slow and cascading and it’s slow and cascading primarily because it’s such a large and fragmented market in terms of ownership. So I’ll tell you, we have seen opportunities where cap rates have gapped out and we are under contract or have closed or under LOI on those opportunities, because the seller has potentially a differentiated set of facts and circumstances, maybe they need liquidity event immediately. Then, there are sellers that will continue to hold out and try to be opportunistic that have balance sheets and don’t need the capital. And so I think it is very likely to be slow and cascading. Our origination team – our acquisition team’s job is to find the opportunities where frankly they move cap rates go up faster. And I’m not sure what the opposite of cascading is right now, but frankly rise faster. And so – but I do agree with you, it will be slow and cascading in terms of macro cap rate environment.

Thanks. And just one more, what’s the best way to think about run rate of acquisition 2Q through 4Q, do you think it will be – do you think you’ll see larger volumes in 3Q and 4Q?

In full transparency, I have no idea. Again, our increased guidance to $600 million to $700 million anticipates no large transactions, M&A, portfolios or sale leasebacks, just run off the mill regular way, Agree acquisitions aggregating $4 million plus transactions. I mean, just for reference the Sherwin-Williams transaction at the end of 2018 came together in 30 days from LOI execution or lease execution to close and so really those deals – the bigger deals frankly typically happened faster. So I have no idea, but they’re not currently in our guidance or frankly in our pipeline.

Thanks.

Thank you.

The next question comes from Chris Lucas with Capital One Securities. Please proceed.

Good morning everyone. It’s been a long call, so I’ll just ask one question. Have you guys seen or do you operate in many locations where civil authority may have created moral hazard by prohibiting commercial evictions and therefore incentivizing tenants to withhold rent?

No, we’ve seen – we have evaluated and reviewed. Our legal team has reviewed that. The last time I was updated was, I believe it was a couple of counties in California. I don’t think we have any assets. So that is not really a current consideration or concern of ours, but they will continue to monitor it, obviously it’s a pretty expansive monitoring process.

Okay. Thanks guys. Appreciate it.

Thank you, Chris.

Our next question comes from the John Massocca with Ladenburg Thalmann. Please proceed.

Good morning everyone.

Good morning, John.

So, just kind of building on Chris’s question a little bit and obviously hopefully doesn’t come to this with most tenants, but to the extent you have a tenant that is not paying April or even May rent, can you walk us through the general process and timeline through kind of unilaterally rectifying any disagreement and maybe your ability to kind of get value out of that asset?

Yes, I mean look, it’s all subject to obviously leases and landlord remedies and cure periods. I would tell you, I wouldn’t use the word rectify it, there’s default. We will put landlord, we will notice – basically you have to notice a tenant, they essentially generally have a period then to respond and pay rent. If they don’t, they’re then in default. Some leases have cure periods to varying degrees. The random lease, we have to send a second notice or a second reminder and then the landlord’s remedies can range from acceleration of all obligations which some leases have, so all rental obligations accelerated to taking possession, evicting the tenant, you can keep a tenant in place and make them pay rent. If you do evict the tenant, often there are responsibilities for a landlord to use reasonable efforts to re-let commercial efforts, regional efforts to re-let that premises, if you evict the tenant. The tenant is still on the hook for the rental rate, for the rental income to the landlord, offset by any rental – any re-tenanting of the property. And generally the tenant is also responsible if they are then responsible for the landlord’s costs, including tenant allowance, build outs, leasing commissions, interest, penalties and any other costs associated with re-tenanting. So to put that in perspective, generally speaking, a national tenant or a regional tenant with a big balance sheet and a down the middle lease needs to pay their rent.

And then just broadly speaking, in that kind of a situation, and I know it’s going to vary from locality-to-locality, but I mean, any kind of recovery in a situation where a tenant refuses to pay rent, is that going to be something that happens potentially by the end of this year or is it more of a 2021 type of situation?

All depends – obviously I’m back to Chris’s question, the courts, the tidings, everything else. I will tell you that if I’m a national retailer and I know I am obligated and I know I have liquidity to pay rent and I am not filing, potentially filing bankruptcy and in cash conservation mode, I’m not sure I want to undertake the frictional costs and the risks to fight a bunch of landlords across the country. And so again, my expectation for tenants is for them to pay their full rent on a timely basis and we will continue to remind them of that.

And then just one last quick kind of detailed question, how does the 87% of cash rent received in April compared to either last year’s April cash rent receipts or the last couple of months?

Clay, if you want, you can detail it. But generally we received all our rents. So I mean…

Yes, that’s right Joey. We’re at the 21st of the month the 20th of the month is going to be reported, so everything would be fully received.

Okay. That’s it for me. Thanks very much.

Thank you.

Our next question comes from Christy McElroy with Citi. Please proceed.

Great, thanks. It’s Michael Bilerman. Joey, the direct issuance you did to institutional investor announced yesterday 6.2 million shares, well over 10% of your share base, you can take into account the other forwards. How did you think about the execution of doing something direct of that size, and effectively not providing your other institutional shareholders the ability to buy at a discounted price to maintain their ownership – pro rata ownership levels?

Yes Michael. You’re breaking up a little bit, I understood the question, hopefully everybody heard it.

I am happy to say it again, if you want.

I think you’re still choppy, it could just be the line generally, but I think everybody can hear and see the transcript. But the question was basically the difference between this transaction and the marketed transaction and how we perceive – what was it again, you said?

Well, I mean, effectively, you took the opportunity to issue 6.2 million shares, direct to one institutional investor that’s well over 10% of your diluted share base, even when you take into account the other forwards you have outstanding. You didn’t provide that same opportunity to all your other existing shareholders to maintain their effective ownership base. And so, I think most of times you see companies do smaller transactions direct either off their ATM or direct transaction. This was quite sizable, and so, how do you sort of balance your relations with other shareholders versus one single one?

Yes, understood. I think its context is important, and then the details, I think through the market it offering, we did at the end of March, also the ATM activity which the vast majority comes through reverse in terms of aggregate dollars raised. I think shareholders have had hopefully significant opportunities, plus buying in the open market to establish positions that’s one. Two, I would point out with this offering I really will get at it is one, it was a unique opportunity. It was really a reopening of the last deal, it was double the amount of the last deal. We weren’t actively looking, given the opportunity set, we thought it was the right thing to do. I will note that it was at a tighter discount frankly than the marketed deal and the net proceeds to the company were approximately $0.20 higher on the Cohen & Steers transaction than the fully marketed deals. So, it was a tighter discount with higher net proceeds to the company. And so, we thought that made sense for all constituents which were taken into account.

And then, as you think about that 87%, so clearly, you would have been at 100% in March at this point, I think that’s what’s you effectively insinuated in the last comment. So, of that 13% that hasn’t paid, I guess, what’s your expectation as we go into May, about how much of that 13 percentage points will be deferred. So, I don’t know if it’s half that you’re working on right now versus, I don’t know, is it half that you expect to take to court and then use your rights under your leases. Just to give us some sense of where things stand overall.

So, I think the best place to look for that – the starting point is probably I believe was our March 19 press release, which outlined the four retail sectors that people considered at risk. And then, you have to really go through – that aggregates to approximately 10% if I’m not wrong, Clay correct me. And then, you got to go through there – and there’s a lot of media reports out there firstly public statements from some of these retailers. You have to go through and say what is the eventual outcome and that’s when we’ll have to put the 75% test now to them that Clay referenced in terms of probability of paying. Some of those retailers that are in the news, i.e., a large movie theater I think people have to really look at that test pretty closely, and so the entertainment retail portion, the movie theater portion are the biggest, the most significant pieces of those for us. I think anticipation of May collection versus April collection – a greater collection in May versus April I’m not sure if that’s the most probable outcome, given their cash liquidity positions and what we’ve read in the news.

But of that 13 percentage points of rent you haven’t collected, it sounds like the vast majority maybe up to 10 percentage points. It’s just not going to get paid because of the issues, whereas 300 basis points maybe – you’re working on deferrals. I’m just trying to get very specific in terms of how much you are actually working on, on these deferral program, so that we can start thinking about the cash impact and the cash rents collected and your ability to fund your obligations.

I fully understand. It literally comes down to, what does Dave & Buster’s do. We have three, I mentioned one is under contract with $100,000 non-refundable deposit at our title company. I’m not sure if we’ll own it or not, that’s how we have to walk away from $100,000. What does – what happens with Dave & Buster’s, frankly that’s going to be subject to how quickly this virus dissipates. I’m just using them as an example, by the way. How quickly this virus dissipates, the reopening rate of states, the return rate of customers. There are other – there are capital providers outside of landlords’ willingness because to – willingness to frankly support them. I mean, you could be looking at – they did a recent financing, I’m just using that for example, then you take that through the movie theater space. I would tell you, I don’t think it’s the full 10% we referenced in the release, because I think a lot of those – there is some opportunism in the restaurant space, which is very de minimis for us, specifically the fast food. I mean their drive-throughs and windows. We’ve had a couple of fast food franchisees, I’ll call it the big whoppers, not McDonald’s, but we have a couple of fast food franchisees that did not pay their rent. We know they are open for drive-through and pick-up, they chose not to pay their rent that is a choice they made, they will be put in default. We anticipate that they will either pay their rent, whether they pay May or not, we’ll see that’s their choice. So, it’s hard because, again these are unilateral decisions to not pay their rent that are on our counter parties, that we can cajole and tell them what we’re going to do and telegraph the future, but at the end of the day, they got to cut the checks [indiscernible].

All right. So, it doesn’t sound like from – you’re not working on any abatement in terms of rent reductions, it’s all deferrals or trying to get the tenant to pay. It sounds like the deferral amount is pretty marginal in terms of how much you’re working on, right?

Yes. We’ve given zero abatements. We will not give any abatements – they will all be – any deferral that we gave will be amortized into a – every deferral we have given or will give will be amortized into the rental rate and paid back over a quick period, especially subject to any credit concerns that we have, it will be paid back faster. The higher credit quality, we would potentially look out a little bit longer, but again we’re talking months here, not years. And then, I’m interested to see frankly myself with some of these retailers try to pull in May. We’ve got a lot of opportunists out there, the end of the –

Right. Because you already – you said the 33% they’ve asked for something, right and I understand that some of that you feel is opportunistic and ridiculous. I’m trying to understand is, as we move into May, is that 87% going to drop down to, I don’t know, 75% just because of the number of tenants that have decided – we pay our April, but we’re not going to pay May. I’m just trying to understand the direction of where you think that’s going to come out?

I think it’s – I wish I fully could tell you I knew that answer. I think it will be up to those, again, up to those retailers’ decisions and up to Governors opening states and the dissipation hopefully and the elimination of this virus, which I don’t anticipate happening frankly in May. So – but, again I understand 100% what you’re trying to drive to. I would like to drive too, and get full visibility myself. For us, specifically, given our balance sheet and our liquidity profile, I would just encourage shareholders to look past short-term cash flow, Clay mentioned the difference between FFO and AFFO and you obviously ought to understand that. Short-term cash flow and tenants’ unwillingness to pay their contractual obligations versus the longer term, what’s really going to happen here, and then the longer-term, this portfolio and this balance sheet and the tenants that we own the real estate under are going to survive, thrive – will we have a little bit of minimal fall off? Sure, there may be a movie theater operator that doesn’t make it, but on a relative basis, we come out big winners.

Yes. Okay, thank you.

Thank you.

At this time, we are showing no further questioners in the queue. And this concludes our question-and-answer session. At this time, I would like to turn the conference back over to Joey Agree for any closing remarks.

Thank you everybody for joining us. Please stay safe, good luck to the rest of earnings season. I appreciate your patience. I know that was a long call. Good luck, and talk to you – hopefully, see you all soon. Bye.

The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.