Good morning, and welcome to the Agree Realty Third Quarter 2022 Conference Call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. Note that this event is being recorded. I will turn the conference over to Mr. Reuben Treatman, Director of Corporate Finance. Please go ahead, Reuben.

Thank you. Good morning, everyone, and thank you for joining us for Agree Realty's third quarter 2022 earnings call. Before turning the call over to Joey and Peter to discuss our results for the quarter, let me first run through the cautionary language. Please note that during this call, we will make certain statements that may be considered forward-looking under Federal Securities Law. 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 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, Reuben. Good morning, everyone. And thank you for joining us. Before running through our standard update, I'd like to take a step back to provide some observations on the current state of the market, as well as the steps we've taken to further strengthen our positioning in a challenging macro environment. Our recent capital markets transactions have bolstered our balance sheet with attractively priced capital. At quarter end, our balance sheet stood at approximately 3.1 times pro forma net debt-to-EBITDA, providing tremendous flexibility and enabling us to opportunistically execute as buyers and sellers continue to adjust to the market. Cap rates are creeping higher, most significantly in the merchant builder space, and have provided us an opportunity to take advantage of distressed situations. We have seen leveraged buyers and a number of institutionally capitalized investors exit the market altogether, or move significantly up the risk curve to drive incremental yield. As the bid-ask spread continues to narrow and more sellers capitulate, our focus will remain on the strongest retailers in the country with the balance sheets to execute their omni-channel strategy in a challenging retail environment. We will not go up the risk curve in terms of tenant credit profile, single purpose assets or private equity sponsored sale-leasebacks. Our working assumption is that attractively priced long-term debt does not return to the market for the foreseeable future. Hence, we are focused on unlevered returns on equity. We are very fortunate to have the balance sheet and cost of capital to still drive incremental spreads without leverage. Our focus continues to remain on per share AFFO growth while preserving the dry powder to execute on distress. I remind all investors that our company has thrived in times of economic uncertainty. We launched our acquisition platform after the great financial crisis and nearly doubled the size of our company during COVID. Candidly, I think the market has been ready for a reset for a while now, and I'm confident that our team is ready to once again seize on the opportunities that will be forthcoming. Moving on to the third-quarter activities, we selectively invested approximately $372 million in 121 properties across our three external growth platforms. 98 of these properties originated through our acquisition platform, representing a volume of more than $360 million. The properties acquired during the quarter included 39 tenants, including best-in-class operators, dollar stores, auto parts, farm and rural supply, grocery, home improvement, consumer electronics and the off-price sectors. The acquired properties had a weighted average cap rate of 6.2% and a year-to-date record weighted average lease term of 11.1 years. Nearly 73% of the acquired properties will be used to invest in great operators. Throughout the first nine months of the year, we've invested a record $1.2 billion in 328 retail net lease properties spanning 42 states. Over two-thirds of the annualized base rent acquired is derived from leading investment-grade retailers. These metrics demonstrate our continued focus on leveraging all three external growth platforms to execute on opportunities with best-in-class operators. Given the increased visibility into our high-quality pipeline, we are increasing the bottom end of our acquisition guidance to $1.6 billion while maintaining the high end of our guidance at $1.7 billion. That said, we remain prudent and disciplined in how we deploy capital. Our investment activities were supported by almost $815 million of equity and debt raised during the quarter that fortified our balance sheet. At quarter end, we had over $630 million of forward equity and cash on the balance sheet, with no outstanding balance on our revolving credit facility. Moving on to our development and partner capital solution and platforms, our team continues to uncover compelling opportunities, helping to build the company's largest-ever development pipeline. Our platform is uniquely situated to provide struggling merchant developers with the ability to access funding, while providing us with additional opportunities to drive superior risk-adjusted returns. We continue to engage with many of our retail partners to find solutions that fit their store growth strategies. During the quarter, we commenced two new developments in PCS projects, including one Gerber Collision located in Murrieta, California as well as a Sunbelt Rentals in Wentzville, Missouri. We also completed the development of two Gerber Collision locations as well as the Burlington. Construction continued on 18 additional projects. In total, we had a record 25 projects that have been completed or are under construction during the first nine months of the year, representing approximately $82 million of committed capital. Moving on to dispositions, we sold our Gardner-White Furniture store in Canton, Michigan for approximately $20 million during the quarter. As noted on previous calls, this was the Art Van flagship we developed prior to the company's acquisition by TH Li, which was subsequently leased to Love's Furniture and then most recently to Gardner White. During the time we owned the asset, we were able to lease this property twice, recapturing effectively 100% of rent without tenant improvement dollars. So now, three tenants in a pandemic later, we are ultimately selling the asset at an IRR of approximately 10%, which demonstrates our bottoms-up approach to real estate underwriting. Through September 30, we sold six properties for gross proceeds of nearly $45 million, with a weighted average cap rate of 6.5%. Given our year-to-date activity, we're increasing the lower end of our disposition guidance range to $45 million while maintaining the upper end of our range at $75 million. On the leasing front, we executed new leases, lease extensions, and options on approximately 192,000 square feet of gross leasable area. Notably, new leases, extensions or options included in Dick's Sporting Goods in St. Joseph, Missouri and Big Lots in Cedar Park, Texas. At quarter end, our 2022 lease maturities stood at just 0.2% of annualized base rents. We're also in a terrific position for the upcoming year, with only 1.5% of our portfolio-wide leases maturing. At quarter end, our portfolio encompassed over 1,700 retail properties across all 48 continental United States, including 201 ground leases, representing 12.7% of total annualized base rents. Occupancy ticked up during the quarter to 99.7%, while investment-grade exposure stood at nearly 68%, representing a two-year stacked increase of 530 basis points. Our portfolio is the best in the country and undoubtedly positioned to withstand any economic headwinds. With that, I'll hand the call over to Peter, and then we can open it up for questions.

Thank you, Joey. Starting with the balance sheet, as Joey mentioned, we had another very active quarter in the capital markets, raising or settling almost $1.3 billion of capital. At quarter end, we had no floating rate exposure and approximately $252 million of cash on hand. In conjunction with no material debt maturities until 2028, we are well positioned to withstand interest rate headwinds and volatility in the capital markets. In August, we completed a $300 million public bond offering comprised of 4.8% Senior unsecured notes due in 2032. In connection with the offering, we terminated related swap agreements of $300 million, receiving approximately $28 million upon termination. Considering the effect of the terminated swap agreements, the effective all-in rate for the 2032 notes is 3.76%. The offering further staggered our maturities and extended our weighted average debt maturity to approximately eight years. During the quarter, we raised more than half a billion dollars of additional forward equity. We sold nearly 1.7 million shares during the quarter via our ATM program, raising net proceeds of approximately $127 million. In September, we completed a 5.8 million share forward offering for anticipated net proceeds of approximately $382 million upon settlement. In conjunction with the September forward equity offering, we settled all 8.7 million shares of outstanding forward equity, realizing net proceeds of approximately $601 million. At quarter end, we still had 5.8 million shares anticipated to be settled from the September forward offering, representing anticipated net proceeds of approximately $382 million. Our capital markets transactions provided us with more than $1.6 billion of liquidity at quarter end, including cash on hand, full availability on our $1 billion revolving credit facility and our aforementioned outstanding forward equity. As of September 30, pro forma for the settlement of the $382 million of outstanding forward equity, our net debt to recurring EBITDA was approximately 3.1 times. Excluding the impact of unsettled forward equity, our net debt to recurring EBITDA was approximately four times. Total debt to enterprise value at quarter end stood at 24%, while our fixed charge coverage ratio, which includes principal amortization and the preferred dividend remained at a very healthy level of five times. Moving to earnings, Core FFO and AFFO for the quarter were $0.97 and $0.96 per share, representing 5.6% and 7.8% year-over-year increases, respectively. As mentioned on prior calls, we continue to anticipate high single-digit AFFO per share growth in 2022, implying two years stack growth in the high teens. As a reminder, treasury stock is included within our diluted share count prior to settlement if and when ADC stock trades above the deal price of our outstanding forward equity offerings. The aggregate dilutive impact related to these offerings was a penny in the third quarter. During the third quarter, we declared monthly cash dividends of $0.234 per share for July, August and September. On an annualized basis, the monthly dividends represent a 7.8% increase over the annualized dividend from the third quarter of last year. While meaningfully increasing the common dividend over the past year, we maintain conservative payout ratios through the third quarter of 73% of core FFO per share and AFFO per share, respectively. Subsequent to quarter end, we again increased our monthly cash dividend by 2.6% to $0.24 per share for October. The monthly dividend reflects an annualized dividend amount of $2.88 per share, or a 5.7% increase over the annualized dividend amount of $2.72 per share from the fourth quarter of 2021. General and Administrative expenses totaled $7 million in the third quarter. G&A expense was 6.4% of total revenue, or 5.9% excluding the non-cash amortization of above and below market lease intangibles. We now anticipate that G&A expense will decline between 40 to 50 basis points as a percentage of total adjusted revenue compared to last year, from a prior anticipated range of 20 to 50 basis points. Total income tax expense for the third quarter was approximately $720,000. Our expectation for total income tax expense this year remains between $2.5 million and $3.5 million. In summary, our well-positioned balance sheet affords us tremendous flexibility with pro forma net debt to recurring EBITDA of 3.1 times and roughly $1.6 billion of liquidity to fund our robust investment pipeline. With that, I'd like to turn the call back over to Joey.

Thank you, Peter. At this time operator, we'll open it up for questions.

The first question will be from RJ Milligan of Raymond James. Please go ahead.

Hey, good morning, guys.

Morning, RJ.

So was going to start with my boilerplate question of this earning season. What's your current weighted average cost of capital and how do you calculate it?

Thanks, RJ. This is Peter. I'd say first, we're always looking at to get ahead of our capital needs so that we can retain flexibility in terms of how and when we access the markets. And to that end, we raised or settled $900 million of capital during the third quarter that was used to fund our acquisitions during the quarter, but also provide a significant runway moving forward. The breakdown in terms of the capital raised during the quarter includes $300 million of long-term debt issued at an all-in rate below 4%. And we also settled $600 million of forward equity with a cost in the mid-to-high five. So blending that all together, we raised $900 million during the quarter at a weighted average cost of around 5%, weighted two-thirds equity and one-third debt. As Joey mentioned in his prepared remarks with the debt markets effectively frozen today, our long-term cost to borrow is in the sixes assuming a new 10-year public issuance. And so absent any changes in the debt, capital markets will likely look to fund the business using equity only going forward while continuing to utilize the revolver for shorter-term borrowings. Today, we have more than $380 million of outstanding forward equity available to us that was raised at a cost in the mid-to-high fives and any incremental equity issued would be at a similar cost based on our current share price. I think most importantly, we're going to continue to be disciplined and prudent in terms of investing incremental capital; we're not going to deploy capital if it's only marginally accretive. And at the same time, we're not going to go up the risk curve just to achieve better spreads.

Got it. So I think it's fair to acknowledge, obviously, the pre-funding that you guys have executed on over the past few months, there is a pretty long equity runway relative to some of your peers. And you've got a cost of equity capital that still allows for accretive growth. But if cap rates are moving higher, the expectation is that they are going to move higher, why accelerate growth into 4Q versus waiting for the market to move?

Well, I think RJ that's opportunistic for us. So I anticipate cap rates in Q4 to tick up for us with a similar credit profile to the third quarter and a similar term profile to this quarter as well. So I would anticipate taking advantage of the merchant builder market where there's an immediate need to recycle capital. And I think we'll see that in Q4, given the increase in the bottom end of our guidance. Going forward we’ll take qualitative and quantitative aspects, obviously, both into consideration as we deploy capital. I think, I think the bottom line is this we've taken flack historically not, not from you. But we've taken flack historically for running a very low-levered balance sheet introducing forward equity into the net lease space, which wasn't really overly welcomed the first time it was introduced to maintaining a conservative approach. So there, these are the times frankly, when, when that pays off, and at the same time, we're going to continue to run a low-levered balance sheet, stay within our historical sandbox of investing in the best retailers in the world, because at some point debt will come back into the market. And I believe it's going to be anywhere near the rates that we've seen given the supercycle. But we'll be in a position to add incremental leverage at that time.

Thanks for that. Joey, you've been pretty vocal over the past couple quarters that you expect M&A in the broader reach space and maybe a net lease and we just see one of your peers taking private recently. Do you think there's more M&A to come?

First off, congratulations to Mary and her team. I mean, obviously that was a terrific outcome for them. But I think we are not only in the net lease space. I think there are a number of companies situated given their cost of capital potentially their balance sheets and/or their investment strategies which aren't able to drive those spreads. And as you know, it's very difficult to come back in the REIT space once you have an impaired cost of equity especially. And so our approach, our bent has always been conservative in preparation for what's next. We'll continue to follow, obviously, that historical approach here that predates my time in terms of balance sheet management. And we'll see what happens in 2023. We don't have a crystal ball here, but I wouldn't be surprised to see more M&A activity across the REIT space.

Thank you guys.

Thanks, RJ.

Thank you. Our next question will be from Brad Heffern, RBC Capital Markets. Please go ahead.

Hey, good morning, everyone. Joe, in your prepared comments that you mentioned distressed opportunities, sort of in passing, I guess, how frequent are those? And what do they look like?

Well, I think the most distressed quote unquote distress we're seeing right now is those that are in the need to sell, the need to recycle capital. And so what you'll see again, for us in Q4 is opportunistically working with those developers that have pipelines that are delivered that need to recycle capital, that are historic merchant builders across the space, and have recognized that the 1031 buyer or the 2021 pricing, there isn't a feasible option for them to recycle capital into new projects, or into other ventures. And so that is, I will tell you the truth distress that we're seeing today. Those are the first to recognize the immediate expansion in cap rates. The second level is those with debt maturing, or having a defined use for other proceeds. And we're seeing that as well. The remainder of the market continues to lag with wishful thinking for that miraculous 1031 buyer, or frankly, the person, the buyer, thinks we're still in 2021, or an all-cash buyer. That's where we really see the bid-ask spread remaining. We anticipate that hopefully to see more capitulation for that narrow as well.

Okay. And then you said you won't invest if it's only marginally accretive. I know, historically, you've solved for a spread of 150 basis points plus or minus. So if you're saying cost of equity is in the high fives, do you anticipate cap rates going above 7% for your sandbox eventually?

Well, I would tell you what I anticipate cap rates going. I mean, I'm looking into my crystal ball. I think history here is a useful guide. Between 2014 and 2018, there was approximately $55 billion of single tenant net lease retail traded, the tenure averaged about 2.5% at those times. And the average cap rate was 6.5%. So I'm not going to sit here today and say, I believe cap rates are going to go north of seven; that said, I have no idea what type of economic conditions we're going to be in 2023. I think if we're investing capital, and let's call it around 75 basis points unlevered on an accretive basis, and high-quality assets, with a later infusion of debt, again, not with the tenure at 2%, and spreads back to 100 with an all-in cost of 3%, I think we can get there. That said, if we're unable to invest capital accretively, we're going to maintain our discipline. And so we're not going to take this balance sheet to a leverage position. We're not going to get on a hamster wheel. Halloween is over. So we're going to find the best opportunities. What I can tell you this, I can guarantee you that this team and this company will lead the cap rate expansion in our given space. And that's without going up the risk curve. That's without moving into private equity-sponsored companies out of sale leaseback basis, and that's without looking at short duration risk on assets; we're going to stay within our confines of what we're best at.

Okay, thank you.

Thanks Brad.

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

Yes. Hey, guys. Joey, I want to explore your comment on the competitive debt not returning to the market anytime soon. I guess what are you looking for? When it comes to kind of recapping the debt markets? Or what or how you've really described or describe, like competitive debt? Like what does that mean to you guys?

Well, I think look, first of all, first off, I mean, debt today is outside our cost of equity. I mean, that's first off. So, I mean, there really is no true debt market today, especially in the 10-year unsecured space. You mean obviously anyone can look at where or investment-grade papers trading today. We've never historically been a short-term borrower; we're not going to run a significant balance on the facility and on a variable basis. So debt obviously has to be accretive relative to our cost of equity. I think that that's the threshold. From there, we'll see. Now look, I already said I think the supercycle of longer lower for longer is over. That's my best guess. But at the same time, maybe it's wishful thinking; I would hope in the back half of next year that we'll see a debt market that materializes and truly becomes a market again, that is rent capture; that companies are able to obviously raise that capital.

Alright. Do sellers understand the changes in the cost of capital that buyers are facing today? What are those conversations like?

Josh, they are wide-ranging. I will tell you, there are sellers that still believe that wishful thinking maybe that will end with the Fed today, we'll see. But we are seeing more and more sellers recognize that we're in a very distant position from 2021 or even earlier this year. I think the most important thing, there isn't really seller recognition of the macroeconomic conditions and/or uncertainty, it is the last hope of the lone 1031 or all-cash buyer throwing in a bid for an asset. So in conversations with brokers, and there's been notes to a similar degree, the assets that are out there widely marketed, asking low cap rates sub five or five caps for high quality, that these assets are getting two bids today, maybe not 10. Activity is down to 20% of historical activity, recent historical activity. So I think the biggest challenge there, again, is not pouring cold water. I think it's the wishful thinking in the hope for that 1031 buyer or all-cash buyer to return or throw in a bid. I think as we move forward in this economy, as there's less to 10 $31 here deployed, we're going to see some changes, hopefully in terms of sellers' expectations.

Right, thank you.

Hopeful expectations I should say. Thanks, Josh.

Thank you. Next question comes from Ki Bin Kim of Truist. Please go ahead.

Thanks. Good morning. Joey. Sorry if I missed this, but what kind of capital should we expect over the next couple of quarters?

Good morning, Ki Bin. Next quarter is the only period we have clear visibility into. We just started sourcing for Q1. I expect cap rates to moderately increase, with profiles similar to the third quarter. Q2 was an exception due to the large sale leaseback we completed with an investment-grade profile. I anticipate over 70% to be investment grade, comparable to this quarter with a weighted average lease term around 11% or 11 years. Additionally, I expect ground lease activity to pick up as well.

Okay, and I know I was going to ask this previously, but we tried another stab at it. How do you balance looking at? You mentioned your whack? Obviously, it was more favorable, looking backwards and going forward for everybody. But how do you balance buying this type of volume? I know you can with a great balance sheet. But how do you balance buying it versus with your view that cap rates need to be higher and maybe taking a little bit of a pullback?

So I think it's a great question. I think this is an art and not a science. Nobody has a crystal ball into 2023. We'll get hopefully a little bit more clarity from Mr. Powell shortly here, but nobody has clarity into 2023 yet. That's why I would refer back to Peter’s comments. We will be disciplined. We are going to make sure that transactions are both mathematically accretive and qualitatively accretive. We are by no means going to put the pedal to the metal here and lever up a balance sheet with spreads that don't make sense. And we're going to be disciplined and thoughtful like we've always been. But we are in very uncertain times. There are many risks on the horizon, whether they're domestic or macro-international risks. We're cognizant of those risks. Again, this balance sheet, this company was built for those risks. And so every dollar we deploy has to be thoughtful and purposeful.

Okay, and a bigger picture question. I'm a little surprised that more triple net REITs have an issue convertible debt. I mean, you guys report on an AFFO basis anyway, where the GAAP interest expense non-benefit doesn't really matter. Just any broader thoughts on convertible debt. And if that's a tool that makes sense for you guys, at some point?

It doesn't make any sense for us again. We're trading today on an implied or AFFO basis, and in the mid-five range; convertible doesn’t make any sense for us today in terms of an option of capital source for other companies. I really haven't spent any time on it.

Okay, thank you.

Thanks, Ki Bin.

Thank you. Next question will come from Nick Joseph of Citi. Please go ahead.

Thanks, Joe. Do you have any sense of how much 1031 Money is still out there looking to be deployed?

I wish I did. It's amazing that even though I'll tell you there's a lot of talk of it still. I think the feedback that we've gotten that I've gotten from my team, especially from recent conferences, and roadshows and meetings, is that there's a recognition that that money is waning. So there's a lot of talk about this. I'll tell you that the sentiment and the hope has gone from in the broader community has gone to wishful thinking more from hopeful that there's 1031. And so that has been recognized. I haven't seen anybody try to quantify those dollars. But undoubtedly those dollars are beginning to wane; the sheer number of real estate transactions in the commercial space, as the velocity has decreased significantly.

Yes, exactly. And then, what are you seeing in terms of the difference in stickiness for cap rates on ground leases versus traditional net leases?

Really the same. I think ground leases have gotten, as I mentioned, probably on the last couple of calls, ground leases have gotten a lot of attention due to us to safe hold to the sell side covering them. I tell you that it's that market is very similar relative to the broader net lease market; there's still a bid-ask spread. We're still looking for sellers to capitulate. That said, I do anticipate our ground lease pipeline in Q4 will be fairly sizable.

Thank you very much.

Thanks Nick.

Thank you. Next question will come from Haendel St. Juste of Mizuho. Please go ahead.

Hi, good morning. This is Ravi Vaidya in the line for Haendel. Hope you guys are doing well. Can you comment on the acquisition pipeline? Are you targeting any new tenants or categories? Are you seeing any pricing differentials that you're seeing on a category basis?

So no new tenants or categories, I will tell you selectively we will insert tenants into that sandbox or we will remove them from that sandbox, but I don't think it's appropriate to any new tenants or categories on a holistic basis. In terms of cap rates, by sector, we're seeing velocity in those sectors in terms of cap rate dispersion. We're seeing the last few in the sectors that are driven by merchant builders that's generally retailers that are growing at a fast clip and have leveraged the merchant build community and the builder community, excuse me, to drive new store growth from.

Got it. Got it. Just one more here. I know you're shopping in the higher quality end of the spectrum, the cap rates tend to be stickier there, but can you comment on how cap rates have shifted for investment-grade tenants versus non-investment-grade tenants?

I would tell you we don't spend much time. Look, investment grade we've always said is an output of our strategy. There are significant tenants in our portfolio that don't have ratings that are fantastic balance sheets. Many of them are transparent for the public to see whether that's Publix Hobby Lobby, Chick-fil-A, all the top-tier retailers in this country. The bottom line is tenants in the non-investment grade are unrated that aren't. I would tell you probably BB or better, especially the smaller operators and even more acutely the private equity sponsored retailers. The cap rates are and those assets are blowing up and they should. I mean those assets today, those sponsored tenants have balance sheets that have variable rate debt, have near-term maturities, they're generally single-purpose boxes in nature, it's nearly impossible to put a residual or terminal value on the underlying real estate. They have limited access to capital, and their funding source is predominantly net lease REIT on a sale leaseback basis who tend to be their largest unsecured creditors or amongst their largest unsecured creditors. We have no interest in playing in that space. I think it's imprudent given the macroeconomic outlook that we see today, over the potential ranges of outcome. But we've never played in that space, and so I can't give you specific instances of the cap rates because frankly, we don't spend time there.

Got it. Appreciate the color guys.

Thank you.

Thank you. Our next question will come from Tayo Okusanya of Credit Suisse. Please go ahead.

Yes, good morning, everyone. Congrats on a solid quarter. Joey, could you I mean, your earlier comment just about, again, rising cost of debt, bad balance sheets, creating opportunities for you. Could you talk on the flip side with your retailers who are also going through that rising cost of capital and kind of bad balance sheets, if any, and just talk a little bit about the watch list where you see going in any particular categories, you become a little bit more concerned about with just what's going on with the overall macroeconomic backdrop in the U.S?

Yes, good morning, Tayo. In terms of categories, we are not exposed to areas that raise concerns. We have intentionally avoided discretionary, recreational, and luxury segments in our portfolio. Our focus is on core durable tenants, which typically perform well during recessions, and on leading operators in their sectors. Every property in our portfolio is available on our website; as of September 30, all 1,706 properties can be viewed there. We have three Bed Bath & Beyond locations, all acquired for their real estate value, which is significant. One of these properties is in Provo, Utah, positioned on a major route. We hope to reclaim it in the future and have received multiple offers for it. Ultimately, we assess each asset on a case-by-case basis. Aside from a few movie theaters, we do not encounter significant challenges in our portfolio.

Great, that's helpful. And then in the transactions markets, are you seem to be look a little bit different for ground lease type transactions versus kind of standard fee simple buildings out there.

No, as I mentioned before, generally the same, its transaction-specific. Now the ground lease market is nowhere near as deep or as large as the standard debt lease market. So there are of course aberrations. But generally the same, nothing overly. Both markets today are in a stare-down for the general, the general stare down, I'll say in terms of buyers and sellers and gaps there.

Great, thank you.

Thank you.

Thank you. Next question will be come from Linda Tsai of Jefferies. Please go ahead.

Hi, good morning. The high single-digit earnings growth in 2022 and high teens on a two-year stack, as you look at your pipeline, and given the view that cap rates move higher, what type of earnings growth might be achievable next year?

Good morning Linda, it’s a great question. A lot of it is going to depend obviously on the sources and uses, if and when the debt markets come back, where cap rates move to. I think the thought of net lease REITs growing in the upper single digits in terms of AFFO growth or double digits probably isn't overly prudent if there's any thought of that next year. And so we're going to see if the macroeconomic circumstances are really going to drive obviously, the sources of capital in terms of the cost there. And then what happens in the overall cap rate environment and pricing environment is going to be the second piece there. And I wish, I had the crystal ball to be able to tell you that today. But we unfortunately don't have it.

Thanks. And then has the tone or tenor change from retailers as it relates to their store growth outlooks?

No, I will tell you that the conversations we have with retailers again, we're not in the wealthier discretionary space. So I can't speak to those retailers. The conversations that we're having with retailers today revolve around the inability of developers to perform on their new store strategies. Their store strategies for 2023 are generally already built out with those with pipelines. Now it comes down to execution. And so I'll give you an example. We talked to a large farm and rural supply retailer recently with a developer who had 50 stores in the pipeline, then down to 30 stores; three ended up hurling. So generally speaking, the retailers in our portfolio have promised new store openings to the street. They are in growth mode. And now they have challenges getting constituents and stakeholders to actually execute on that new store growth due to rising costs both labor obviously, and materials, rising interest rates, the lack of availability of construction loans. And then most importantly, now for a merchant builder, I tell you the lack of clarity on what their exit cap rate will be. And so we're working with those partners to see if there's a solution that makes sense for both of us in terms of deploying all three of our platforms.

Thanks, that's really helpful. Just one last one, what's driving G&A lower?

Linda, this is Peter. In terms of decrease in G&A during the quarter, it was spread across several different areas, including accounting and tax, IT and stock-based compensation expense where there was a one-time decline due to some employee forfeitures. I would note that our guidance for 2022 implies a 40 to 50 basis point deceleration in G&A to approximately 6.5% of total adjusted revenue. And that guidance assumes that G&A in the fourth quarter returns to a level more similar to the expense that we saw during the first and second quarters of this year.

Thank you.

Thank you. Next question comes from Wes Golladay, Baird. Please go ahead.

Hey, good morning, everyone. Has there ever been a time where your cost of equity has been less than your cost of debt for a prolonged period like we're seeing now? And then you did make the comment about no short-term debt, is up to read no term loans always going to target tenure debt, a little bit more clarification on that.

Yes, that’s not my tenure Wes. I mean, our cost of capital is effectively inverted today. And we anticipate to remain inverted for a while here as the tenure remains elevated and spreads remain extremely elevated. When we talk about short-term debt, we're talking about carrying extended balances on the credit facility either on a variable basis or on a swap basis. We have looked at the term loan market and executed specifically in the seven-year term loan market. Historically, most recently we’ve been obviously an unsecured issuer in the public bonds base at the 10 and 12-year levels here. But we'll look at all available options here, which make sense in terms of our capital stack debt maturities, but we're not going to take any variable rate risk or any tenure risk.

Okay, got it. And then we look at the merchant builders situation, do you get the sense there are retailers who are willing to pay higher rent to help the merchant builders absorb a little bit of higher cap rate on their exit? And when you look at your pipeline, this year was really a lot of Gerber Collisions, you made a good headway there in the background; do you have a bunch of retailers or handset retailers that you're potentially going to have dropped next year where we see maybe this pipeline just swell?

So retailers are looking for all different types of solutions today. The team has been to a number of retailers' headquarters meeting with their heads of real estate in their respective departments. They're looking at increasing rent, they're looking at internalizing development. They're looking at fee-based programs to keep it on balance sheet. They're looking at more term, larger increases. I think all different types of solutions are being looked at so they can get new stores opening in the ground. To your second question, we're always talking to retailers and we're always looking for opportunities to grow commensurate with their pipelines. Again, it just really has to hurdle for us across all three platforms from an economic basis.

Yes, and just a follow-up on that. I mean, was there something specific about corporate where you just going to probably maybe provide them a little bit more, I guess platform value where they said, hey we want to just grow with you quite a bit. And it’s just the one that we want to work with where maybe others are just doing one-offs. I just wonder if there's any, anything special about that one because it really was a lot of Gerber's this year.

We have been in discussions with Gerber for over six years. We specifically chose Gerber because it is the only publicly traded company on the Toronto Stock Exchange owned by Boyd Group and the only public company in the Collision sector. As we observed Caliber and Service King, both of which are backed by private equity and continue to acquire independent operators and open new stores, we were drawn to the collision space due to the rising repair costs and the expenses related to third-party payment for repairs because of the advanced technology in vehicles. It's clear that modern vehicle repairs require skilled technicians and computer-savvy individuals. Our interest in this space was also driven by Gerber's well-structured balance sheet, available for public review. Our discussions led to Gerber entering a significant growth phase focused on organic development rather than mergers and acquisitions. The collision sector has primarily seen consolidation among the top three operators, and since Gerber is the only public player acquiring smaller collision repair chains, the options for acquisitions became limited. Consequently, they shifted their focus to new developments and existing facility upgrades. This alignment allowed us to establish a productive partnership. Gerber currently operates over 725 locations nationwide, and we are enthusiastic about their business trajectory and their relationships with auto insurers who direct clients to them.

Got it. Thanks, everyone.

Thank you. Next question will be from Ronald Kamdem, Morgan Stanley. Please go ahead.

Hey, two quick ones, just coming back to sort of the acquisition pipeline. There's sort of two factors, right. There's volumes, and then there's pricing. And then you sort of talked about that, cap rates six, two in the quarter that should be going up? As we're sort of thinking about next year, should we expect sort of the same amount of volume at those high cap rate levels? Right, because I think what your messaging is that cap rates are rising, but they're probably rising a little bit slower than the cost of capital. So is this a scenario where we should be expecting higher cap rates coming through? But are the volumes, is there a give or take there? Or is there just enough sort of go around? Does that make sense?

No, I think you nailed it. If we don't see cap rates increase to a level that affects us quantitatively, we will experience a slowdown in volume, which is undeniable. As cap rates change, we will be cautious about how aggressively we proceed, or if we need to pull back. We have to evaluate each transaction individually, examining both qualitative and quantitative factors, to determine if it makes sense in the broader market context. We are currently in a read and react mode, and I think it's safe to say that everyone else is in the same position. We will not take unnecessary risks.

Right. And then just moving on to tenant health, tenant risk. Maybe can you just remind us just what bad that has been this year? Obviously, you guys have a super clean portfolio. So it's pretty small. But the real question is, obviously, as we're thinking about the next year, the next two or three years, are you seeing anything that suggests that there's going to be more pain coming down the retail pipeline, like what are you hearing on that front? Thanks.

I'll take it from a high level. Yes, I anticipate pain that's specific to this company because the portfolio is so strong. But I think a lot of balance sheets were repair retail or balance sheets will repair during COVID. They either out of absurd sales, or frankly, the ability to access low-cost capital. And so a lot of balance sheets, ironically, were repaired during COVID. I think we're seeing the deterioration of those balance sheets today back to a more normalized pattern based upon their overall businesses. And so over the next two or three years, I think we're going to see, and I think maybe even a shorter period of time we're going to see more and more distress in the broader retail environment. Again, a lot of this is dependent upon the consumer and macroeconomic conditions. But COVID was an outlier COVID. And I told people consistently COVID was not a proxy for recession. COVID was not a proxy for retailer distress; it was a timeout. And during a timeout, a lot of people and a lot of retailers got to eat and get, frankly, got some free things or very cheap things. And so now we're seeing a normalization of sales levels across most retail sectors today. And the normalized sales patterns of a lot of these retailers pre-COVID didn't make much sense to be sustainable in terms of ongoing retail operations. And so I think we're going to see that normalization. And we're actually we're seeing it today. We're seeing the tip of the iceberg today. Peter, if you can talk specifically about the bad debt.

Yes, in terms of bad debt. Year-to-date, we've only recorded approximately $300,000 of bad debt expense, which is roughly 10% or sorry 10 basis points of revenue on a year-to-date basis. So very minimal bad debt expense recorded year-to-date. Looking forward, we specifically identify tenants or instances of bad debt. So it's difficult to predict exactly what level of bad debt we will have moving forward. But again, as Joey referenced, we think our portfolio is in great shape today.

Thanks so much.

Thanks, Ron.

Thank you. Next question will be from Chris Lucas, CapitalOne. Please go ahead.

Hey, good morning, guys. Just a couple of quick questions. Joey, if we take a step back and think about the buckets of transaction opportunities that you guys look at. So you've got direct tenant deals, and then you've got sort of existing lease deals that are out there that you might acquire. Are you seeing any differential in terms of the sellers in these cases, either one side or the other, adjusting to the capital market pricing today faster than the other at all?

It's a great question. I think the direct to sellers. Those conversations generally and those thoughts are moving a little bit quicker, inclusive of direct retailers than that neither marketed opportunities and/or off-market opportunities that are out there shopping. So I think those direct conversations are cutting through to today's reality a little bit quicker, generally speaking than some of the circuitous kind of hopeful conversations that are out there.

Okay, thank you for that. And then Peter, I guess, maybe just taking the prior question one step further. Any sense as to what year fully swapped seven-year or five-year term loan all-in costs would look like today?

Yes, Chris, I guess to answer that, I would say as this year has progressed, obviously there's been a lot of volatility in the debt capital markets, specifically the public bond markets. And as a result, I think more issuers have looked to the term loan market rather than the public bond market. We had the swaps in place earlier this year, where it made sense for us to access the public bond markets at an all-in rate below 4%. In terms of accessing the term loan markets today, I think as banks have issued more term loans this year to issuers. You've seen balance sheet bank balance sheets grow and less of an appetite to issue term loans, particularly five and seven-year term loans. And so, it's difficult to say exactly where we can price a five or seven-year term loan today. I think we're seeing banks push companies towards the shorter-term term loans one or two years with options to extend it.

And that's helpful. And last question for me, Joey. Just curious as to your thoughts about how you feel about Kroger as a credit given the Kroger and Albertsons merger announcement and how you're thinking about your portfolio there, any risk to regulatory sales or anything like that, that you're worried about?

No, nothing there concerns me in terms of credit. There's no release provisions in any of our Kroger deals. I think the more interesting fact. Or I think the more interesting thing frankly is Kroger's desire to actually acquire Albertsons. We've been talking for a long time about how we only will invest in the top tier grocers in the country. And that grocery has been thought of as a safe haven generally. Both in the net lease space as well as the shopping center space in the broader retail environment. And we continue to remind people that grocery has been a 2% business historically when you have to pick it off of the floor, paying associates $20 an hour some of them loaded wages even higher on the union basis. The margins quickly deteriorate. And so what we're seeing, and I think we're seeing with the Kroger Albertsons is a move to increase scale even further because of margin deterioration, CapEx spend in terms of Ocado and Fulfillment. And so no concern on our end, all of our Kroger deals have, again, full Kroger guarantees no release provisions there. I would anticipate a spin-off being really consolidated in the existing Albertsons stores. I think it's going to be interesting to see what the FTC does here. We obviously track the detractor or social and FTC approval process, which I believe extended 18 or more months, and only it was in the farm and rural supply business with 180 stores that the tractor was buying. Debt consists of the entire company portion. They had to divest of approximately 50%. So as we watch the FTC here, it's going to be very interesting when it comes to something such as food, especially with the inflationary pressures we've seen on food. What that approval process is going to look like. But I think there's no doubt that we're going to continue to see grocers search for scale. And so we're going to stay at the top end of the grocery spectrum, because I just truly don't believe it's actually the safe haven than investors have generally perceived.

Great, thank you. That's all I had this morning.

Thanks, Chris.

Thank you. Next will be a follow-up question from Tayo Okusanya of Credit Suisse. Please go ahead.

Hi, I have a quick question. Regarding the cap rate this quarter, could you provide some insight into the cash flows from your most recent transactions? I'm trying to understand if there is a gap in the cash yield spread between the investment grade and non-investment grade market. It seems like the other two categories have widened again after previously narrowing.

Tayo, you're breaking up dear, the parts that came through, really the spread between investment grade and non-investment grade for us is really close. Again, some of our favorite retailers, all the Hobby Lobby, Chick-fil-A, Publix traded at very aggressive cap rates, they are unrated. Some of them are closely held private family-owned companies, but they trade as if they were investment grade because of the perceived credit profile, although they don't carry a third-party rating. And so, there really isn't that this that wide of a dispersion. I'll tell you there's probably given term credit real estate, and in a number of other factors, probably about a 75 to 85 basis point dispersion across cap rates of where we invest capital. It's in this within this quarter average to six, two. And again, we anticipate that ticking up in Q4 as we see more opportunities really driven by the merchant builder space.

On your tax yields, we're probably like mid five.

Excuse me. You're breaking up again.

Cash yield; I thought your yields were six, two and your cash yield for the quarter…

No, no! Closer, around 6%.

The cash yields is around six.

Yes.

Okay. Great, thank you.

Thank you. That concludes our question-and-answer session. We'll turn the conference back over to Mr. Joey Agree for closing remarks.

Well, thank you everybody for joining us today. I'm going to get the opportunity to go blow my nose and we look forward to catching up in NARIET in a couple of weeks. Appreciate it. Thank you.

Thank you. Conference is now concluded. Thank you for attending today's presentation. You may now disconnect.