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BMO Capital Markets Non-Deal Roadshow

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BMO Capital Markets Non-Deal Roadshow January 28 - 29, 2013
Transcript

BMO Capital Markets

Non-Deal Roadshow

January 28 - 29, 2013

Ticker: NYSE: ADC

Recent Price: $28.51(1)

Shares and OP Units Outstanding: 13,591,000(1)

Current Annualized Dividend: $1.60

Dividend Yield: 5.6%(1)

Current Market Cap: $387 million(1)

Total Enterprise Value: $504 million(1)

Total Revenues: $37 million(2)

Number of Properties: 108

Market Statistics

2

(1) Based on January 24, 2013 closing stock price of $28.51 per share. Shares and OP Units include common shares issued in January 2013 follow-on

offering. Market cap and Enterprise value include additional borrowings of $37.6 million for fourth quarter acquisitions and use of offering proceeds.

(2) Based on trailing 12 month results through September 30, 2012

Focused on the acquisition and development of single tenant

properties leased to industry leading retail tenants

3

2012 Commenced or Completed Development

• Located in the heart of

University of Michigan’s

Central Campus

• Redevelopment, pre-leased

under a 20 year agreement

• $5.8 million – 18,000 sf

• Ann Arbor historic district

• Built in 1937

McDONALD’S - SOUTHFIELD, MI

CHASE - VENICE, FL

Recently Announced

ANN ARBOR, MI

WAWA - KISSIMMEE, FL

WAWA - CASSELBERRY, FL

WAWA - PINELLAS PARK, FL

SUPER ONE FOODS – IRONWOOD, MI

WALGREENS – RANCHO CORDOVA, CA

4

Investment Highlights

Disciplined investment approach

Industry leading team

Strategic retailer relationships

High quality property portfolio

Proven external growth strategy and platform

Strong, growth-oriented balance sheet

Attractive, sustainable dividend yield

Single Tenant Net Lease Development

Preferred developer status with national tenants

Long-term net leases with first in class tenants

Pre-leasing minimizes development risk

Superior return on development cost

5

Strategic Growth Through Disciplined Investments

Wawa – St. Petersburg, FL

Kohl’s – Salt Lake City, UT

Single Tenant Net Lease Acquisitions

Industry leading investment grade retailers

Recession resistant and web resistant industries

Average year one capitalization rate of roughly 8%

Superior underlying real estate

Average lease duration approaching 17 years

Richard Agree Executive Chairman

Joey Agree President & CEO

Founded Agree Development in 1971

CEO and Chairman from the Company’s IPO

in 1994 through January 2013.

Developed over 8,000,000 square feet of

retail space

Appointed President & CEO in January 2013

Oversees the direction and supervision of all

operations of the Company

Named “30 in their Thirties” by DBusiness

magazine and “40 under 40” by Real Estate

Forum magazine and Crain’s Detroit Business

Alan Maximiuk Chief Financial Officer

Laith Hermiz Executive Vice President

Oversees the Company’s accounting,

corporate governance and SEC compliance

Former Vice President Financial Services

for Ramco-Gershenson Properties Trust

Responsible for new business development,

redevelopment activity & asset management

Served as Vice President Development /

Redevelopment at Ramco-Gershenson

Properties Trust

Former Managing Director of Joseph Freed &

Associates

Executive Management – Experienced and Driven

Geoff Linden Vice President of Acquisitions

Responsibilities include sourcing, analyzing,

and underwriting acquisition opportunities

Former Senior Acquisition Analyst for Fortress

Investment Group

Responsible for the acquisition of over $2.1

billion of senior living assets for Brookdale

Senior Living

Kurt Beleck Vice President

Responsible for the Company’s due diligence

and entitlement activities

Registered Architect and Certified

Development, Design and Construction

Professional (CDP)

Over 21 years of project management and real

estate land development experience

Michael Fitzgerald Vice President of Construction

Oversees all development and redevelopment

construction activities

Served as Project Manager for both

Grand/Sakwa and Clark Construction

Managed the construction of commercial,

institutional and industrial projects totaling

4.8 million square feet in 18 states

6

108 properties in 27 states

3.2 million square feet of GLA

7

National Portfolio Anchored by Strategic Retailer Relationships

(% of annualized base rents)

As of September 30, 2012

*Includes investment grade ratings as determined by S&P, Moody’s and Fitch, or NAIC

8

Strong Tenant Base

62.6% Investment Grade*

Select Investment Grade Tenants

9

Disposition of Non-Core Assets

MARCH SEPTEMBER MAY JUNE AUGUST

All Borders exposure addressed in addition to

continued culling of non-core assets

March

Former Borders Office

Building – Ann Arbor, MI

June

Charlevoix Commons - Charlevoix, MI

Kmart and Family Farm & Home

Anchored Center

September

Former Borders - Columbus, OH

May

Former Borders – Omaha, NE

August

Plymouth Commons - Plymouth, WI

Kmart and Roundy’s Anchored Center

Shawano Plaza - Shawano, WI

Kmart, JCPenney and Roundy’s

Anchored Center

Divested of:

29% of Kmart Revenue

19% of Shopping Center Revenues

2012 2013

January

Walgreens – Ypsilanti, MI

10

Evolution of Major Tenant Exposure

% o

f T

ota

l C

om

pa

ny

An

nu

ali

ze

d B

as

e R

en

t

All Other Tenants

Walgreens

Borders

Kmart

Evolution of Major Tenant Exposure

2012 occupancy: 98%

5-year average occupancy: 98%

11

Portfolio Stability and Historical Occupancy

Lease Expirations

As of September 30, 2012

12

Well Staggered Expirations Mitigate Rollover Risk

$0.0$1.0 $1.5

$2.5$1.0

$29.3

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

2012 2013 2014 2015 2016 Thereafter

(Annualized base rent in millions)

*Funds from operations, as adjusted.

**Defined as adjusted revenues less property level operating expenses, including land leases.

13

Stable Financial Growth

$19.3 $20.0 $20.7 $21.6

$23.6 $24.2 $22.0

$27.0 $28.6

$30.1 $31.2

$32.9 $34.7

$33.0

$0

$5

$10

$15

$20

$25

$30

$35

$40

2005 2006 2007 2008 2009 2010 2011

Funds From Operations* Net Operating Income**

14

STATES 22

ACQUISITIONS 44

RETAIL SECTORS 15

2010-2012 ACQUISITION SUMMARY

Average Purchase Price: $3.6 million

Average Base Term: 17 Years

Retail Sectors: Auto Parts, Auto Service,

Pharmacy, Grocery, Apparel,

Banks, Gas & C-Store, Dollar

Stores, Specialty Retail, Health &

Fitness, Casual Dining, Big Box

Discount, Technology, Home

Improvement, and Home

Furnishings

AGGREGATE PURCHASE PRICE $157 million

Since April 2010 Launch of Acquisition Platform

geographic diversification | recession resistant | web resistant | investment grade | sector diversification | strong residuals

(in thousands)

Shares & OP Units Outstanding1 13,591

Total Assets $333,678

Total Debt1 $117,059

Debt/Enterprise Value1 23.2%

Fixed Rate Debt/Total Debt 56%

Fixed Charge Coverage 3.8x

Interest Expense Coverage 4.0x

Debt/EBITDA 4.6x

Average Years to Maturity – Fixed Rate Debt 6.6 years

Credit Facility Maturity Oct – 20152

1As of September 30, 2012, with enterprise value based on January 24, 2013 closing stock price of $28.51 per share. Shares and OP Units include

common shares issued in January 2013 follow-on offering. Debt and enterprise value include additional borrowings of $37.6 million for fourth quarter

acquisitions and use of $45 million of net offering proceeds.

2With extension options at Company’s election until 2017.

15

A Balance Sheet to Support Growth

December 2012:

• Closed on new $25 million term loan with swapped interest rate of 2.49%,

• Closed on new $23.6 million 10-year CMBS loan at 3.60%

• Extended maturity on $85 million credit facility to 2015

• Reduced interest spread to 150 - 215 over Libor

• $50 million accordion feature increasing capacity to $135 million

January 2013 – completed follow-on offering of 1,725,000 common shares at $27.25/share raising

net proceeds of $44,953,500

Current annualized dividend of $1.60; current dividend

yield of 5.6% (based on $28.51 share price)

75 consecutive quarterly cash dividends since its IPO

FFO Payout Ratio: 79%*

Targeted FFO Payout Ratio: 75 – 85%

16

Attractive and Well Covered Dividend

*Based on dividend and FFO for the quarter ended September 30, 2012

Strategic growth via STNL acquisition & development

Continued diversification of portfolio

Divestment of non-core assets

Efficient recycling of capital

17

2013 Strategic Priorities

This presentation may include certain “forward-looking statements” within the

meaning of the Private Securities Litigation Reform Act of 1995. These forward-

looking statements include, but are not limited to, our plans, objectives, expectations

and intentions and other statements contained in this document that are not historical

facts and statements identified by words such as “expects, “anticipates,” “intends,”

“plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These

statements are based on our current beliefs or expectations and are inherently subject

to significant uncertainties and changes in circumstances, many of which are beyond

our control. Actual results may differ materially from these expectations due to

changes in global political, economic, business, competitive, market and regulatory

risk factors. Information concerning risk factors that could affect Agree Realty

Corporation’s actual results is contained in the Company’s reports filed from time to

time with the Securities and Exchange Commission. Agree Realty Corporation does

not undertake any obligation to update any forward-looking statements contained in

this document, as a result of new information, future events or otherwise.

18

Forward Looking Statement

Appendix: Case Studies

20

Case Studies: Capitalizing on Value Add Opportunities

CHALLENGES:

• Former Mervyns leasehold interest acquired by institutional

investor as part of larger portfolio transaction

• Minimal due diligence provided or conducted by Seller

• Unrecorded cross-access & parking dated back to 1980

• Identified environmental condition dating back to former use

AGREE SOLUTIONS:

• Conducted extensive due diligence review to recreate

transactional history dating back to 1969

• Eliminated potential environmental exposure via updated

investigations without disturbing Tenant’s business operation

Kohl’s – Salt Lake City, UT AT&T – Wilmington, NC

Construction Management Structural Flexibility

CHALLENGES:

• Seller failed to install landscaping and irrigation required by

municipality preventing AT&T from obtaining

Certificate of Occupancy

• NN lease failed to include reimbursement mechanism for

common area maintenance and capital expenditures

AGREE SOLUTIONS:

• Coordinated installation of landscape improvements on an

expedited basis to accommodate Tenant’s scheduled opening

in time for holidays

• Negotiated lease revisions with AT&T to install pass-through

mechanisms

Closed all cash transaction for $8,100,000 Closed all cash transaction for $3,300,000

21

Case Studies: Capitalizing on Value Add Opportunities

CHALLENGES:

• Store constructed on geopiers due to unsuitable soil

conditions

• Previously unknown underground storage tanks located

on site

AGREE SOLUTIONS:

• Conducted extensive soil testing to confirm structural

suitability of foundation system

• Coordinated environmental closure and obtained No

Further Action from State

CHALLENGES:

• Walgreens exclusive use restrictions encumbered entire

14.4 acre site

• Lowe’s ground lease required Landlord to reimburse

unamortized costs to Tenant

AGREE SOLUTIONS:

• Renegotiated Reciprocal Easement Agreement with

Walgreens

• Revised Lowe’s Ground Lease to remove Landlord

reimbursement mechanism

Lowe’s – Concord, NC CVS – Atchison, KS

Geotechnical &

Environmental Expertise

Leveraging Tenant

Relationships

Closed all cash transaction for $9,900,000 Closed all cash transaction for $4,200,000


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