DEVELOP | ACQUIRE | PARTNER September 2019 Agree Realty Corporation - - PowerPoint PPT Presentation

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DEVELOP | ACQUIRE | PARTNER September 2019 Agree Realty Corporation - - PowerPoint PPT Presentation

DEVELOP | ACQUIRE | PARTNER September 2019 Agree Realty Corporation Overview (NYSE: ADC) Net lease growth REIT focused on the acquisition and development of high-quality retail properties Our Company $4.1 billion (1) retail net lease REIT


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DEVELOP | ACQUIRE | PARTNER

September 2019

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Our Company

▪ $4.1 billion(1) retail net lease REIT headquartered in Bloomfield Hills, Michigan ▪ 722 retail properties totaling approximately 13.1 million square feet in 46 states ▪ 54.2% investment grade tenants and 10.1 years average remaining lease term ▪ Investment grade credit rating of Baa2 with a stable outlook from Moody’s

Our Business Plan: Rethinking Retail Net Lease

▪ Capitalize on distinct market positioning in the retail net lease space ▪ Focus on 21st century industry-leading retailers through our three unique external growth platforms ▪ Leverage our real estate acumen and relationships to identify superior risk-adjusted opportunities ▪ Maintain a conservative and flexible capital structure that enables our growth trajectory ▪ Provide consistent, high-quality earnings growth and a well-covered, growing dividend

Net lease growth REIT focused on the acquisition and development of high-quality retail properties

Agree Realty Corporation Overview (NYSE: ADC)

As of June 30, 2019, unless otherwise noted. (1) As of September 6, 2019.

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consistency

[ kuh n-sis-tuh n-see ]

noun steadfast adherence to the same principles, course, or form

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✓ 31 retail net lease properties acquired in Q2 2019 for $176.1 million ✓ Four properties sold in Q2 2019 for gross proceeds of $17.3 million ✓ Nine development and PCS projects completed or ongoing in 1H 2019 totaling $29.6 million ✓ Increased Q2 2019 Core FFO per share 5.5% to $0.75 and AFFO per share 4.7% to $0.74 ✓ Declared quarterly dividend of $0.570 per share, a 5.6% year-over-year increase ✓ Increased 2019 disposition guidance to $50 million to $75 million ✓ Appointed Simon Leopold to the Company’s Board of Directors Recent Highlights

Raised 2019 acquisition guidance to $625 million to $675 million

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$ in millions

Annualized Base Rent % of Total Tenant / Concept

$10.0 5.6% 8.0 4.4% 7.7 4.3% 6.7 3.7% 5.6 3.2% 5.5 3.0% 4.2 2.4% 4.1 2.3% 4.1 2.3% 3.7 2.1% 3.7 2.0% 3.6 2.0% 3.4 1.9% 3.4 1.9% 3.3 1.8% 3.1 1.7% 3.1 1.7% 3.1 1.7% 3.1 1.7% 3.0 1.7% Other 86.7 48.6% Total $179.1 100.0%

Agree Realty Today

Tenants

$ in millions

Annualized Tenant Sector Base Rent % of Total Home Improvement $17.9 10.0% Tire & Auto Service 14.9 8.3% Pharmacy 12.7 7.1% Off-Price Retail 12.0 6.7% Grocery Stores 10.7 6.0% Convenience Stores 9.3 5.2% Auto Parts 8.4 4.7% General Merchandise 7.8 4.3% Health & Fitness 7.7 4.3% Farm & Rural Supply 6.6 3.7% Other 71.1 39.7% Total $179.1 100.0%

As of June 30, 2019, unless otherwise noted. (1) As of September 6, 2019. (2) Reflects shares and OP units outstanding multiplied by the closing price as of 09/06/2019. (3) Proforma for the settlement of the Company’s April 2019 forward equity offering. (4) Refer to footnote 1 on slide 21 for the Company’s definition of Investment Grade. Represents new additions to the Company’s top tenants and top sectors since January 1, 2016.

Company Overview

Share Price(1) $74.52 Equity Market Capitalization(1)(2) $3.2 Billion Property Count 722 properties Top 3 Tenant Concentration 14.3% Net Debt to EBITDA 4.4x / 3.2x(3) Investment Grade %(4) 54.2% Team Members 39 people

Retail Sectors

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$ in millions

Annualized Base Rent % of Total Tenant / Concept

$12.3 17.2% 3.9 5.5% 2.5 3.4% 2.5 3.4% 2.0 2.8% 1.9 2.6% 1.8 2.6% 1.8 2.5% 1.8 2.5% 1.7 2.4% 1.7 2.4% 1.5 2.1% 1.4 2.0% 1.2 1.7% 1.2 1.6% 1.2 1.6% 1.1 1.5% Other 30.2 42.2% Total $71.7 100.0%

Agree Realty 2016

Tenants

$ in millions

Annualized Tenant Sector Base Rent % of Total Pharmacy $16.7 23.2% Restaurants – Quick Service 5.6 7.9% General Merchandise 4.0 5.5% Apparel 3.9 5.4% Grocery Stores 3.8 5.4% Warehouse Clubs 3.7 5.2% Health & Fitness 3.6 5.0% Sporting Goods 3.1 4.4% Specialty Retail 3.1 4.4% Convenience Stores 2.6 3.6% Other 21.5 30.0% Total $71.7 100.0%

As of January 1, 2016. (1) Reflects shares and OP units outstanding multiplied by the closing price as of 12/31/2015. Represents top tenants as of January 1, 2016 that are no longer among the Company’s top tenants as of June 30, 2019.

Company Overview

Share Price $33.99 Equity Market Capitalization(1) $713 Million Property Count 278 properties Top 3 Tenant Concentration 26.1% Net Debt to EBITDA ~5.0x Team Members 20 people

Retail Sectors

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Total Shareholder Return

Total Shareholder Return

36% 65% 76% 208% 219% 31% 48% 24% 79% 55% 0% 40% 80% 120% 160% 200% Last Twelve Months 2-Year 3-Year 4-Year 5-Year

ADC Peer Average(1)

ADC has outperformed its net lease peers on a short, medium and long-term basis

Per SNL as of August 30, 2019. (1) Includes National Retail Properties (NNN), Realty Income (O), Spirit Realty Capital (SRC), STORE Capital (STOR) and VEREIT (VER). (2) Peer average excludes STORE Capital (STOR) as it was not public through all of 2014.

(2)

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Investment Strategy

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Creating Value Across the Real Estate Spectrum

ADC works with leading retailers creating unique risk-adjusted opportunities

Development ▪ 48-year track record ▪ Preferred developer status Acquisition ▪ Third-party sellers ▪ Select sale-leasebacks Blend & Extend ▪ Leverage our retailer partnerships to negotiate lease extensions

DEVELOP | ACQUIRE | PARTNER

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▪ The retail landscape continues to dynamically evolve as market forces cause disruption and change ▪ To mitigate risk in a period of continued disruption, the Company adheres to a number of investment criteria, with a focus on four core principles: ▪ E-commerce resistance (omni-channel critical) ▪ Focus on leading operators in e-commerce resistant sectors or those that have matured in omni-channel structure ▪ Recession resistance ▪ Emphasize a balanced portfolio with exposure to counter-cyclical sectors and retailers with strong credit profiles ▪ Focus on avoiding private equity sponsorship ▪ Strong emphasis on leading operators with strong balance sheets and avoidance of private equity sponsored retailers ▪ 75% of retailers on Moody’s distressed list are private equity sponsored(1) ▪ The private equity model of over-leveraged acquisitions eliminates a retailer’s ability to invest in the business ▪ Strong real estate fundamentals & fungible buildings ▪ Protects against unforeseen changes to our top-down investment philosophy

Investing in Retail Real Estate Today

(1) Source: Retail Dive; ‘Which Private Equity-Owned Retailers Are Still At Risk” May 2019.

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Sector % ABR(1) Since January 1, 2018 Top Tenants E-Commerce Resistance Recession Resistance Private Equity Sponsorship Real Estate Attributes Comments % Investment Activity(2) Change in Exposure Home Improvement 10.0% 21.9% 534 bps High No Limited Varies Risk mitigation through ground leases & small buildings. Tire and Auto Service 8.3% 12.8% 281 bps High Yes Accelerating Moderate High service

  • component. Focus on

leading operators. Pharmacy 7.1% (2.6%) 523 bps High Yes Limited Strong ADC continuing to reduce exposure to WBA. Off-Price Retail 6.7% 8.3% 133 bps High Yes Limited Strong Continued same-store sales increases & share gains. Grocery Stores 6.0% 2.2% 167 bps Moderate Yes Limited Moderate Low margin business. U.S. at 2% online penetration versus 6% in Great Britain(3). Anticipated shakeout

  • ver next few years.

Convenience Stores 5.2% 6.6% 73 bps High Yes Accelerating Strong Focus on large format. F&B sales continue to provide convenience and significant growth. (1) As of June 30, 2019. (2) Represents the % of net investment activity (including dispositions) from January 1, 2018 through June 30, 2019; includes the Sherwin-Williams sale-leaseback transaction. (3) Source: IGD Research 2018.

Top Sectors Overview

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Sector % ABR(1) Since January 1, 2018 Top Tenants E-Commerce Resistance Recession Resistance Private Equity Sponsorship Real Estate Attributes Comments % Investment Activity(2) Change in Exposure Auto Parts 4.7% 7.1% 105 bps High Yes Limited Strong Age of US automobiles continues to increase. DIY and consumer accounts have strong barriers to entry. General Merchandise 4.3% 6.6% 45 bps Moderate Yes Limited Weak Walmart continues to leverage store base to drive BOPUS. Health and Fitness 4.3% 1.2% 149 bps High Yes High Weak Private equity sponsorship, proliferation of low cost

  • perators + single

purpose boxes. Farm and Rural Supply 3.7% 5.2% 84 bps High No Limited Strong Tractor Supply (NYSE: TSCO) continues to dominate this growing sector. Restaurants – Quick Service 3.6% 0.1% 154 bps High Yes High Weak Private equity sponsorship + pricing =

  • pportunistic

dispositions of franchisees.

Top Sectors Overview

(1) As of June 30, 2019. (2) Represents the % of net investment activity (including dispositions) from January 1, 2018 through June 30, 2019; includes the Sherwin-Williams sale-leaseback transaction.

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Sector % ABR(1) Since January 1, 2018 Top Tenants E-Commerce Resistance Recession Resistance Private Equity Sponsorship Real Estate Attributes Comments % Investment Activity(2) Change in Exposure Dollar Stores 3.5% 4.4% 82 bps High Yes Limited Weak Grocery/consumables becoming a larger part

  • f merchandising. Filling

food deserts. Crafts and Novelties 3.0% 1.7% 80 bps High No Accelerating Moderate Hobby Lobby remains strong operator with very conservative balance sheet. Consumer Electronics 2.8% 4.9% 126 bps Moderate No Limited Moderate Best Buy is omni- channel success & last national player standing. Warehouse Clubs 2.8% 2.6% 36 bps High Yes Limited Weak Unique merchandising and customer

  • experience. Costco is

King. Specialty Retail 2.6% 1.0% 96 bps Varies Varies Limited Varies Miscellaneous sector that has diverse tenant base.

Top Sectors Overview

(1) As of June 30, 2019. (2) Represents the % of net investment activity (including dispositions) from January 1, 2018 through June 30, 2019; includes the Sherwin-Williams sale-leaseback transaction.

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Home Improvement Tire & Auto Service Pharmacy Off-Price Retail Grocery Stores Convenience Stores Auto Parts General Merchandise Health & Fitness Farm & Rural Supply Restaurants

  • Quick Service

Dollar Stores Crafts & Novelties Consumer Electronics Warehouse Clubs Specialty Retail

Recession Resistance E-Commerce Resistance

Low Medium High Low Medium High

ADC’s sectors are e-commerce and recession resistant; real estate and tenant strength a further risk mitigant

Note: the size of the circles in the graph correspond to the % exposure for each sector as of June 30, 2019, measured by annualized base rent.

E-commerce & Recession Resistance Analysis

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Track Record of Execution

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Investment Activity

Ramping Investment Activity

$147.5 $220.1 $295.8 $336.8 $607.0 $317.2 $17.7 $14.9 $38.0 $62.7 $74.4 $29.6

$0.0 $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 $700.0 2014 2015 2016 2017 2018 6/30/2019

Acquisitions Development & PCS(2)

$ in millions

ADC has invested approximately $2.5 billion(1) in high-quality retail net lease properties since 2010

As of June 30, 2019, unless otherwise noted. (1) As of September 6, 2019. (2) Represents development and PCS activity, completed or commenced.

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Accelerating Portfolio Growth

Established capabilities and growing market presence driving increased investment opportunities

Annualized Base Rent (“ABR”) # of Properties

209 279 366 436 645 722

100 150 200 250 300 350 400 450 500 550 600 650 700 750 2014 2015 2016 2017 2018 6/30/2019

$56.5 $72.4 $94.3 $119.2 $157.6 $179.1

$40.0 $50.0 $60.0 $70.0 $80.0 $90.0 $100.0 $110.0 $120.0 $130.0 $140.0 $150.0 $160.0 $170.0 $180.0 2014 2015 2016 2017 2018 6/30/2019

$ in millions As of June 30, 2019.

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Development and PCS Projects

Mister Car Wash Orlando, FL Sunbelt Rentals (2) Georgetown, KY & Carrizo Springs, TX Hobby Lobby

  • Mt. Pleasant, MI

Gerber Collision Round Lake, IL Capital Plaza (ALDI, Big Lots, Harbor Freight Tools) Frankfort, KY

Recently Completed Under Construction

Nine projects completed or under construction totaling $29.6 million

Sunbelt Rentals (2) Maumee & Batavia, OH Mister Car Wash Tavares, FL

As of June 30, 2019.

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2015 2016 2017 2018 6/30/2019

Port St. John, FL

Active Portfolio Management

Focused on non-core asset sales & capital recycling

Total Dispositions 2010-2019: $257 million

(1)

Big Rapids, MI Ferris Commons Marshall, MI Marshall Plaza Waynesboro, VA Lakeland, FL North Lakeland Plaza

$27.4M $29.0M $29.7M

Rancho Cordova, CA Macomb Township, MI Ocala, FL

$45.8M

Michigan (3) North Dakota (3) Oscoda, MI Florida (2) Minnesota (3) Atlantic Beach, FL

$67.6M

(1)

Apopka, FL LA (1) & PA (1) MN (2) & ND (2) MT (1) & VA (1) Wichita Falls, TX Springfield, IL

As of June 30, 2019. Graph is representative and does not include all dispositions. (1) Includes Meijer’s exercise of a purchase option totaling $3.9 million. Represents legacy shopping centers.

Upland, CA Michigan (3)

  • St. Augustine Shores, FL

Webster, NY Fort Worth, TX VA (3)

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The Country’s Leading Retail Portfolio

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National and Super-Regional Retailers

National

Super-Regional Franchise

Industry-leaders operating in e-commerce resistant sectors

Retail Tenant Type (% ABR)

82%

14%

4%

National

Super-Regional

z

As of June 30, 2019. Any differences are a result of rounding.

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Strong Investment Grade Portfolio

National

Super-Regional Franchise

Best-in-class retailers with conservative balance sheets

Retail Credit Type (% ABR)

28% 54% 18% Investment Grade(1) Not Rated Sub-Investment Grade

z

As of June 30, 2019. Any differences are a result of rounding. (1) Based on ABR derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings,

  • r the National Association of Insurance Commissioners.
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Ground Lease Portfolio Breakdown

As of June 30, 2019. (1) Refer to footnote 1 on slide 21 for the Company’s definition of Investment Grade.

(1)

▪ 56 properties ▪ 9.2% of total ADC portfolio ABR ▪ 11.1 years weighted-average lease term

89%

Investment Grade(1) Sub-Investment Grade

Fee simple ownership + significant tenant investment

Ground Lease Portfolio Overview Credit Overview (% ABR) Top Ground Lease Tenants (% ABR) Leading Tenants

21% 14% 10% 9% 8%

WMT LOW HD Wawa

1%

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Ground Lease Examples

(1)

Reversionary interest in the improvements provide superior risk-adjusted returns

Walmart – Manassas, VA Wawa – St. Petersburg, FL Lowe’s – Concord, NC Home Depot – Farmington, NM

$4.69 RPSF $6.73 RPSF $31.05 RPSF $4.18 RPSF

As of June 30, 2019.

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▪ $15 million acquisition ▪ Wawa’s flagship store in Philadelphia’s Center City with bakery, merchandise, and an expanded coffee offering ▪ Investment grade credit rating

(1)

▪ Street retail in the historic Public Ledger Building ▪ Steps away from the Liberty Bell, Independence Hall, and Congress Hall

Philadelphia, PA

High-Quality Retail Real Estate = Stronger Residual Values

(1) Wawa carries an NAIC-2 rating from the National Association of Insurance Commissioners.

Liberty Bell Independence Hall

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▪ $22 million acquisition of ground lease to Costco ▪ Tenant paid for the construction of the building and improvements ▪ Remaining term of almost 15 years ▪ Rated Aa3 by Moody’s and A+ by S&P ▪ Strong Demographics: ▪ 5-mile population of 168K ▪ 5-mile median HH income of $72K

Newport News, VA

High-Quality Retail Real Estate = Stronger Residual Values

Liberty Bell Independence Hall

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Leading, Pure-Play Retail Net Lease REIT

Investment Grade Tenants Retail % of Total Portfolio

ADC data as of June 30, 2019. Peer data from second quarter 2019 supplemental or company SEC filings. (1) Excludes Office, Industrial and Distribution, as disclosed. (2) Excludes Early Childhood Education, Career Education, Behavioral Health, Elementary and Secondary Schools, Lumber & Construction Materials, Wholesale Automobile Auction, Metal & Mineral Merchant Wholesalers, and All Other Service Industries, as disclosed.

Weighted-Average Lease Term Occupancy

Diversified portfolio of high-quality retail properties occupied by investment grade tenants under long-term leases

14.0

100% 100% 84% 83% 65% 60%

0.0% 25.0% 50.0% 75.0% 100.0% ADC NNN SRC O VER STOR

99.7% 99.7% 99.6% 99.0% 98.8% 98.3%

96.0% 97.0% 98.0% 99.0% 100.0% ADC STOR SRC VER NNN O

54% 49% 40% 20%

10.0% 20.0% 30.0% 40.0% 50.0% ADC O VER NNN STOR SRC

11.4 10.1 9.8 9.4 8.6

8.0 yrs 9.0 yrs 10.0 yrs 11.0 yrs 12.0 yrs STOR NNN ADC SRC O VER

14.0

(1) (2)

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Financial Overview

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Equity Market Capitalization(2) $3.2B Enterprise Value(2) $4.1B Total Debt to Enterprise Value 21.6% Fixed Charge Coverage Ratio 4.1x Net Debt / Recurring EBITDA(3) 4.4x / 3.2x(4) Moody’s Credit Rating Baa2

Leading With Our Balance Sheet

Debt Maturities Credit Metrics

$21.5 $3.9 $0.0 $0.0 $28.5 $0.0 $0.0 $6.3 $0.0 $0.0 $40.0 $100.0 $50.0 $100.0 $50.0 $60.0 $100.0 $125.0

$0.0 $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Unsecured Revolving Credit Facility Secured

$325.0(1)

Capitalization Statistics

$ in millions As of June 30, 2019, unless otherwise noted. (1) Reflects the total commitments under the Company’s $325 million Revolving Credit Facility; assuming two 6-month extension options are exercised. (2) As of September 6, 2019. (3) Reflects net debt to annualized Q2 2019 recurring EBITDA. (4) Proforma for the settlement of the Company’s April 2019 forward equity offering.

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Investment Summary Highlights

➢ Highest-quality retail real estate ➢ Fortified balance sheet ➢ Investment grade credit rating ➢ Multi-year track record of execution ➢ Consistent & growing dividend ➢ Robust growth trajectory

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Forward-Looking Statements

This presentation may contain certain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions. Forward- looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and

  • perating projections and forecasts and other forward-looking information and estimates. These forward-looking statements are

subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. Certain factors could occur that might cause actual results to vary, including a decline in general economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, our continuing ability to qualify as a REIT and other risks and uncertainties as described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and in subsequent quarterly reports. Except as required by law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Invest section of the Company’s website at www.agreerealty.com. All information in this presentation is as of September 6, 2019. The Company undertakes no duty to update the statements in this presentation to conform the statements to actual results or changes in the Company’s expectations.

Non-GAAP Measures

This presentation includes certain non-GAAP financial measures including Core Funds from Operations (“Core FFO”), Adjusted Funds from Operations (“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 the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Quarterly Earnings Press Releases. In addition, this presentation includes the non-GAAP measure of Annualized Base Rent (“ABR”). ABR represents the annualized amount of contractual minimum rent required by tenant lease agreements, computed on a straight-line basis. ABR is not, and is not intended to be, a presentation in accordance with GAAP. The Company believes annualized contractual minimum rent is frequently useful to management, investors, and other interested parties in analyzing concentrations and leasing activity.

Forward-Looking Statements & Non-GAAP Measures

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DEVELOP | ACQUIRE | PARTNER