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NEW YORK, May 3, 2021 /PRNewswire/ — FAST Acquisition Corp. II (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 20,000,000 units completed on March 18, 2021 (the “offering”) may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on or about May 6, 2021.  Any units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “FZT.U”, and each of the shares of Class A common stock and warrants will separately trade on the NYSE under the symbols “FZT” and “FZT.WS,” respectively.  No fractional warrants will be issued upon separation of the units and only whole warrants will trade.  Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.

About FAST Acquisition Corp. II

FAST Acquisition Corp. II is the third special purpose acquisition company formed by the principals of &vest with the business purpose to effect a business combination with one or more businesses.  While the Company may pursue an initial business combination with a company in any sector or geography, the Company intends to focus its search on the restaurant, hospitality, consumer, and related sectors in North America with an enterprise value of $800 million or greater.  &vest is an investment platform led by founder and CEO Doug Jacob.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2021.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering was made only by means of a prospectus.  Copies of the prospectus relating to the offering may be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at (877) 821-7388 or by e-mail at [email protected].

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination.  Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC.  Copies are available on the SEC’s website, www.sec.gov.  The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Fast Acquisition Corp. II Contact:

Chloe Gatta

[email protected]

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SOURCE FAST Acquisition Corp.

BOTHELL, Wash., May 3, 2021 /PRNewswire/ — BioLife Solutions, Inc.(NASDAQ: BLFS) (“BioLife” or the “Company”), a leading developer and supplier of a portfolio of class-defining bioproduction products and services for cell and gene therapies and the broader biopharma market, today announced that it has closed the previously announced acquisition of Stirling Ultracold (“Stirling”), a privately held manufacturer of ultra-low temperature (“ULT”) mechanical freezers.  BioLife issued 6,646,870 shares of common stock in exchange for 100% of the outstanding shares of Stirling.

BioLife management has provided guidance for Stirling’s 2021 post-closing revenue contribution to be $35 million to $37 million, with total 2021 revenue of $101 million to $110 million.

BioLife also announced that Stirling has expanded its existing partnership with a leading global contract development and manufacturing organization (CDMO) and has been selected by this customer as their preferred provider of ULT storage across their multiple business units.  Stirling will supply approximately 100 energy-efficient ULT mechanical freezers to support this customer’s cold chain capabilities for biologics and emerging modalities. This augments the existing installed base of 200 Stirling freezers across this CDMO’s worldwide facilities footprint.

Mike Rice, BioLife CEO, commented, “We welcome Dusty Tenney in his new role as BioLife’s president and chief operating officer. Dusty and the entire Stirling team continue to deliver innovative solutions and stellar support to cell and gene therapy developers and contract manufacturing companies. We are realizing the cross-selling leverage we anticipated via our M&A strategy, as this customer uses our entire bioproduction tools and services portfolio. In addition to Stirling freezers, our proprietary CryoStor^® biopreservation media, automated, water-free ThawSTAR^® thaw systems, evo® cold chain management platform, CBS cryogenic freezers and SciSafe storage services are all used to optimized the manufacture, storage, transport and thawing of life-saving cell and gene therapies. We see a tremendous opportunity to cross-sell our entire bioproduction tools and services portfolio to companies in the cell and gene therapy and broader biopharma markets.”

About Stirling Ultracold

Stirling Ultracold manufactures and sells environmentally sustainable ultra-low temperature (ULT) freezers for the global market. Powered by the free-piston Stirling engine, and the first in the U.S. to use 100% natural refrigerants, these upright and undercounter ULT freezers use less than one-third the electricity of standard compressor-based ULT freezers, as validated by the industry’s first ENERGY STAR^® partnership for ULT freezers. The company also produces the industry’s only portable ULT solution available for remote clinical trials and biologic drug delivery. For more information, please call (740) 274-7900, or visit www.StirlingUltracold.com.

About BioLife Solutions

BioLife Solutions is a leading supplier of class-defining cell and gene therapy bioproduction tools and services. Our tools portfolio includes our proprietary CryoStor^® freeze media and HypoThermosol^® shipping and storage media, ThawSTAR^® family of automated, water-free thawing products, evo^® cold chain management system,  Custom Biogenic Systems high capacity storage freezers, Stirling Ultracold mechanical freezers and SciSafe biologic storage services. For more information, please visit www.biolifesolutions.com, and follow BioLife on Twitter.

Cautions Regarding Forward Looking Statements

Except for historical information contained herein, this presentation contains 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, statements concerning the expected financial performance of the company following the completion of its acquisition of Global Cooling and its 2019 and 2020 acquisitions and giving effect to the COVID-19 pandemic, the company’s ability to implement its business strategy and anticipated business and operations, in particular following its acquisition of Global Cooling, the expected synergies between the company and Global Cooling, the company’s ability to realize all or any of the anticipated benefits associated with the acquisition of Global Cooling, the company’s ability to implement its business strategy and anticipated business and operations, including its ability to cross-sell its product offerings, the potential utility of and market for the company’s products and services, guidance for financial results for 2021, including regarding Global Cooling’s contribution of revenue, and potential revenue growth and market expansion, including with consideration to its 2019, 2020 and 2021 acquisitions and giving effect to the COVID-19 pandemic, the company’s anticipated future growth strategy, including the acquisition of synergistic cell and gene therapy manufacturing tools and services or technologies, the potential utility of and market for our products and services, potential revenue growth and market expansion, regulatory approvals and/or commercial manufacturing of our customers’ products, and potential customer revenue. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including among other things, uncertainty regarding unexpected costs, charges or expenses resulting from the acquisition of Global Cooling (or from the company’s 2019 and 2020 acquisitions), market adoption of the company’s products (including the company’s recently acquired products); the ability of company’s 2019, 2020 and 2021 acquisitions to be accretive on the company’s financial results; the ability of the company to continue to implement its business strategy; uncertainty regarding third-party market projections; market volatility; competition; litigation; the impact of the COVID-19 pandemic; and those other factors described in our risk factors set forth in our filings with the Securities and Exchange Commission from time to time, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We undertake no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.

Media & Investor Relations

Roderick de Greef

Chief Financial Officer & Chief Operating Officer
(425) 686-6002
[email protected] 

 

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SOURCE BioLife Solutions, Inc.

BLOOMFIELD HILLS, Mich., May 3, 2021 /PRNewswire/ — Agree Realty Corporation (NYSE: ADC) (the “Company”) today announced results for the quarter ended March 31, 2021.  All per share amounts included herein are on a diluted per common share basis unless otherwise stated.

First Quarter 2021 Financial and Operating Highlights:

• Invested approximately $391 million in 90 retail net lease properties
• Approximately 32% of annualized base rents acquired were derived from ground leased assets
• Increased Net Income attributable to the Company 41.8% to $30.1 million; 2.7% increase per share to $0.48
• Increased Core Funds from Operations (“Core FFO”) 42.0% to $53.3 million; 3.0% increase per share to $0.84
• Increased Adjusted Funds from Operations (“AFFO”) 41.1% to $52.5 million; 2.3% increase per share to $0.83
• Declared an April monthly dividend of $0.217 per share, an 8.5% year-over-year increase
• Completed a follow-on public offering of 3,450,000 shares of common stock, including the underwriters’ option to purchase additional shares, raising total net proceeds of approximately $222 million
• Settled 578,410 shares of the Company’s forward equity for net proceeds of approximately $37 million
• Balance sheet positioned for growth at 4.2 times proforma net debt to recurring EBITDA; 4.9 times excluding unsettled forward equity

Financial Results

Net Income

Net Income attributable to the Company for the three months ended March 31, 2021 increased 41.8% to $30.1 million, compared to $21.2 million for the comparable period in 2020. Net Income per share attributable to the Company for the three months ended March 31, 2021 increased 2.7% to $0.48, compared to $0.46 per share for the comparable period in 2020.

Core Funds from Operations

Core FFO for the three months ended March 31, 2021 increased 42.0% to $53.3 million, compared to Core FFO of $37.6 million for the comparable period in 2020. Core FFO per share for the three months ended March 31, 2021 increased 3.0% to $0.84, compared to Core FFO per share of $0.82 for the comparable period in 2020.

Adjusted Funds from Operations

AFFO for the three months ended March 31, 2021 increased 41.1% to $52.5 million, compared to AFFO of $37.2 million for the comparable period in 2020.  AFFO per share for the three months ended March 31, 2021 increased 2.3% to $0.83, compared to AFFO per share of $0.81 for the comparable period in 2020.

Dividend

In the first quarter, the Company announced the transition to a monthly dividend and declared monthly cash dividends of $0.207 per common share for each of January, February and March 2021. The monthly dividend reflected an annualized dividend amount of $2.484 per common share, representing a 6.2% increase over the annualized dividend amount of $2.340 per common share from the first quarter of 2020.

Subsequent to quarter end, the Company declared an increased monthly cash dividend of $0.217 per common share for April 2021. The monthly dividend reflects an annualized dividend amount of $2.604 per common share, representing an 8.5% increase over the annualized dividend amount of $2.400 per common share from the second quarter of 2020. The dividend is payable May 14, 2021 to stockholders of record at the close of business on April 30, 2021.

CEO Comments

“We are very pleased with our strong start to the year as we maintain discipline and execute our operating strategy,” said Joey Agree, President and Chief Executive Officer. “Our best-in-class retail portfolio benefitted from another robust quarter of investment volume and opportunistic disposition activities. We continue to uncover unique high-quality opportunities, demonstrated by the continued expansion of our ground lease portfolio this quarter. Given our fortified balance sheet and strong investment pipeline, we are increasing our full-year acquisition guidance to a range of $1.1 billion to $1.3 billion.”

Joey Agree continued, “I’m also very pleased to announce the launch of ARC, a proprietary technology platform that we have designed, developed and tested over the past two years. ARC is an instrumental decision-making tool that provides comprehensive data, visual management systems and real-time monitoring of our portfolio. Our Team, led by Peter Coughenour, Vice President of Corporate Finance, has worked diligently to bring this exciting platform to fruition.”

ARC Overview

During the first quarter, the Company launched ARC, a proprietary technology platform. ARC provides the Company with real-time access to portfolio and pipeline data from multiple sources, seamlessly integrating the data into a comprehensive decision-making tool. ARC allows the Company to quickly underwrite and value real estate while understanding the proforma impact on portfolio concentrations and other key metrics. In addition, ARC includes critical lease information and a proprietary work order management system that has improved efficiency and visibility for the Company’s Asset Management team.

Portfolio Update

As of March 31, 2021, the Company’s growing portfolio consisted of 1,213 properties located in 46 states and totaled approximately 24.2 million square feet of gross leasable area.

The portfolio was approximately 99.4% leased, had a weighted-average remaining lease term of approximately 9.8 years, and generated 67.2% of annualized base rents from investment grade retail tenants.

COVID-19 Rental Payment Update

The Company has received first quarter rent payments from more than 99% of its portfolio. The Company has also entered into deferral agreements representing less than 1% of first quarter rents, net of repayments received. As of April 30, 2021, the Company has also received April rent payments from more than 99% of its portfolio. April marks the eighth consecutive month the Company has received at least 99% of all contractual rent.

Ground Lease Portfolio

During the quarter, the Company acquired 31 ground leased assets for an aggregate purchase price of approximately $127.0 million, representing 31.8% of annualized base rents acquired.

As of March 31, 2021, the Company’s ground lease portfolio consisted of 120 leases located in 27 states and totaled approximately 3.3 million square feet of gross leasable area. Properties ground leased to tenants increased to 11.4% of annualized base rents.

At quarter end, the ground lease portfolio was fully occupied, had a weighted-average remaining lease term of approximately 12.5 years, and generated 88.9% of annualized base rents from investment grade retail tenants.

Acquisitions

Total acquisition volume for the first quarter of 2021 was approximately $386.8 million and included 86 properties net leased to leading retailers operating in sectors including off-price retail, consumer electronics, auto parts, general merchandise, dollar stores, convenience stores, crafts and novelties, grocery stores and tire and auto service.  The properties are located in 25 states and leased to tenants operating in 20 sectors.

The properties were acquired at a weighted-average capitalization rate of 6.3% and had a weighted-average remaining lease term of approximately 12.9 years. Approximately 72.2% of annualized base rents acquired were generated from investment grade retail tenants.

The Company’s outlook for acquisition volume for the full-year 2021 is being increased to a range of $1.1 billion to $1.3 billion of high-quality retail net lease properties, which represents a 33% annual increase at the midpoint from the Company’s previous range of $800 million to $1.0 billion.

Dispositions

During the three months ended March 31, 2021, the Company sold three properties for gross proceeds of approximately $8.7 million. The weighted-average capitalization rate of the dispositions was 6.8%.

The Company’s disposition guidance for 2021 remains between $25 million and $75 million.

Development and Partner Capital Solutions  

In the first quarter, the Company completed its previously announced project with Burlington in Texarkana, Texas. During the quarter, the Company commenced its first development project with 7-Eleven in Saginaw, Michigan, which is expected to be completed in the first quarter of 2022.

Construction continued during the first quarter on two development and PCS projects with anticipated total costs of $8.3 million. The projects consist of a Grocery Outlet in Port Angeles, Washington, and a Gerber Collision in Buford, Georgia.

For the three months ended March 31, 2021, the Company had four development or PCS projects completed or under construction. Anticipated total costs are approximately $14.3 million and include the following projects:

Leasing Activity and Expirations

During the first quarter, the Company executed new leases, extensions or options on approximately 66,000 square feet of gross leasable area. As of March 31, 2021, the Company’s 2021 lease maturities represented only 0.4% of annualized base rents. The following table presents contractual lease expirations within the Company’s portfolio as of March 31, 2021, assuming no tenants exercise renewal options:

Top Tenants

The Company added CarMax to its top tenants during the first quarter of 2021. The following table presents annualized base rents for all tenants that represent 1.5% or greater of the Company’s total annualized base rent as of March 31, 2021:

Retail Sectors

The following table presents annualized base rents for all of the Company’s retail sectors as of March 31, 2021:

Geographic Diversification

The following table presents annualized base rents for all states that represent 2.5% or greater of the Company’s total annualized base rent as of March 31, 2021:

Capital Markets and Balance Sheet

Capital Markets

In January 2021, Company completed a follow-on public offering of 3,450,000 shares of common stock, including the underwriters’ option to purchase additional shares. Upon closing, the Company received total net proceeds of approximately $221.6 million.

During the first quarter of 2021, the Company entered into forward sale agreements in connection with its ATM program to sell an aggregate of 372,469 shares of common stock at a weighted-average gross price of $68.93 per share. On March 31, 2021, the Company settled 578,410 shares under forward sale agreements entered into through its ATM program and received net proceeds of approximately $36.9 million.

At quarter end, the Company had 2,924,041 shares remaining to be settled under existing forward sale agreements, which are anticipated to raise net proceeds of approximately $189.6 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.

The following table presents the Company’s outstanding forward equity offerings as of March 31, 2021:

Balance Sheet

As of March 31, 2021, the Company’s net debt to recurring EBITDA was 4.9 times and its fixed charge coverage ratio was 5.0 times. The Company’s proforma net debt to recurring EBITDA was 4.2 times when deducting the $189.6 million of anticipated net proceeds from the outstanding forward equity offerings from the Company’s net debt of $1.4 billion as of March 31, 2021.

The Company’s total debt to enterprise value was 24.0% as of March 31, 2021.  Enterprise value is calculated as the sum of net debt and the market value of the Company’s outstanding shares of common stock, assuming conversion of Agree Limited Partnership (the “Operating Partnership”) units into common stock.

For the three months ended March 31, 2021, the Company’s fully diluted weighted-average shares outstanding were 62.9 million. The basic weighted-average shares outstanding for the three months ended March 31, 2021 were 62.8 million.

For the three months ended March 31, 2021, the Company’s fully diluted weighted-average shares and units outstanding were 63.3 million. The basic weighted-average shares and units outstanding for the three months ended March 31, 2021 were 63.2 million.

The Company’s assets are held by, and its operations are conducted through, the Operating Partnership, of which the Company is the sole general partner.  As of March 31, 2021, there were 347,619 Operating Partnership units outstanding and the Company held a 99.5% interest in the Operating Partnership.

Conference Call/Webcast

The Company will host its quarterly analyst and investor conference call on Tuesday, May 4, 2021 at 9:00 AM ET.  To participate in the conference call, please dial (866) 363-3979 approximately ten minutes before the call begins. 

Additionally, a webcast of the conference call will be available through the Company’s website.  To access the webcast, visit www.agreerealty.com ten minutes prior to the start time of the conference call and go to the Investors section of the website.  A replay of the conference call webcast will be archived and available online through the Investors section of www.agreerealty.com.

About Agree Realty Corporation

Agree Realty Corporation is a publicly traded real estate investment trust that is RETHINKING RETAIL through the acquisition and development of properties net leased to industry-leading, omni-channel retail tenants.  As of March 31, 2021, the Company owned and operated a portfolio of 1,213 properties, located in 46 states and containing approximately 24.2 million square feet of gross leasable area.  The Company’s common stock is listed on the New York Stock Exchange under the symbol “ADC”.  For additional information on the Company and RETHINKING RETAIL, please visit www.agreerealty.com.   

Forward-Looking Statements

This press release contains forward-looking statements
, including statements about projected financial and operating results,
 within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions.
  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,” “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 operating projections or other forward-looking information.  Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company’s best judgment reflecting current information, you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the 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, among others. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports filed with the Securities and Exchange Commission (the “SEC”), as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of COVID-19. Additional important factors, among others, that may cause the Company’s actual results to vary include the general deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, the Company’s continuing ability to qualify as a REIT and other factors discussed in the Company’s reports filed with the SEC. The forward-looking statements included in this press release are made as of the date hereof.   Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, changes in the Company’s expectations or assumptions 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 Investor Relations section of the Company’s website at
www.agreerealty.com.  
 

The Company defines the “weighted-average capitalization rate” for acquisitions and dispositions as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices.

The Company defines “contractual rent” as the recurring cash amount charged to tenants, inclusive of monthly base rent and recurring operating cost reimbursements due pursuant to lease agreements, for such period. “Contractual rent” has not been adjusted for any temporary rent relief granted and includes amounts charged to tenants in bankruptcy.

 

 

 

 

 

Non-GAAP Financial Measures

Funds from Operations (“FFO” or “Nareit FFO”)
FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Core Funds from Operations (“Core FFO”)

The Company defines Core FFO as Nareit FFO with the addback of noncash amortization of above- and below- market lease intangibles. Under Nareit’s definition of FFO, lease intangibles created upon acquisition of a net lease must be amortized over the remaining term of the lease. The Company believes that by recognizing amortization charges for above- and below-market lease intangibles, the utility of FFO as a financial performance measure can be diminished.  Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles.  Unlike many of its peers, the Company has acquired the substantial majority of its net leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties. Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Adjusted Funds from Operations (“AFFO”)

AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash and/or infrequently recurring items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs. 

 

Non-GAAP Financial Measures

E
BITDAre
EBITDAre is defined by Nareit to mean net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization, any gains (or losses) from sales of real estate assets and/or changes in control, any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. The Company considers the non-GAAP measure of EBITDAre to be a key supplemental measure of the Company’s performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company’s operating performance. The Company considers EBITDAre a key supplemental measure of the Company’s operating performance because it provides an additional supplemental measure of the Company’s performance and operating cash flow that is widely known by industry analysts, lenders and investors. The Company’s calculation of EBITDAre may not be comparable to EBITDAre reported by other REITs that interpret the Nareit definition differently than the Company.

Recurring EBITDA
The Company defines Recurring EBITDA as EBITDAre with the addback of noncash amortization of above- and below- market lease intangibles, and after adjustments for the run-rate impact of the Company’s investment and disposition activity for the period presented, as well as adjustments for non-recurring benefits or expenses. The Company considers the non-GAAP measure of Recurring EBITDA to be a key supplemental measure of the Company’s performance and should be considered along with, but not as an alternative to, net income or loss as a measure of the Company’s operating performance. The Company considers Recurring EBITDA a key supplemental measure of the Company’s operating performance because it represents the Company’s earnings run rate for the period presented and because it is widely followed by industry analysts, lenders and investors.  Our Recurring EBITDA may not be comparable to Recurring EBITDA reported by other companies that have a different interpretation of the definition of Recurring EBITDA. Our ratio of net debt to Recurring EBITDA is used by management as a measure of leverage and may be useful to investors in understanding the Company’s ability to service its debt, as well as assess the borrowing capacity of the Company.  Our ratio of net debt to Recurring EBITDA is calculated by taking annualized Recurring EBITDA and dividing it by our net debt per the consolidated balance sheet. 

Net Debt
The Company defines Net Debt as total debt less cash, cash equivalents and cash held in escrows. The Company considers the non-GAAP measure of Net Debt to be a key supplemental measure of the Company’s overall liquidity, capital structure and leverage. The Company considers Net Debt a key supplemental measure because it provides industry analysts, lenders and investors useful information in understanding our financial condition. The Company’s calculation of Net Debt may not be comparable to Net Debt reported by other REITs that interpret the definition differently than the Company.  The Company presents Net Debt on both an actual and proforma basis, assuming the net proceeds of the ATM Forward Offerings (see below) are used to pay down debt. The Company believes the proforma measure may be useful to investors in understanding the potential effect of the ATM Forward Offerings on the Company’s capital structure, its future borrowing capacity, and its ability to service its debt.

ATM Forward Offerings
The Company has 2,924,041 shares remaining to be settled under the ATM Forward Offerings. Upon settlement, the offerings are anticipated to raise net proceeds of approximately $189.6 million based on the applicable forward sale prices as of March 31, 2021. The applicable forward sale price varies depending on the offering. The Company is contractually obligated to settle the ATM Forward Offerings by certain dates between May 2021 and March 2022.

 

 

 

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SOURCE Agree Realty Corporation

NAPERVILLE, Ill., May 3, 2021 /PRNewswire/ — Calamos Investments^®* has announced monthly distributions and sources of distributions paid in May 2021 to shareholders of its seven closed-end funds (the Funds) pursuant to the Funds’ respective distribution plans.

The following table provides estimates of Calamos Global Total Return Fund’s and Calamos Global Dynamic Income Fund’s distribution sources, reflecting YTD cumulative experience. The Funds attribute these estimates equally to each regular distribution throughout the year.

Regarding Calamos’ remaining five closed-end funds, which operate under a managed distribution policy: The information below is required by an exemptive order granted to the Funds by the U.S. Securities and Exchange Commission and includes the information sent to shareholders regarding the sources of the Funds’ distributions.

The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended, and the related rules adopted thereunder. The Funds estimate the following percentages, of their respective total distribution amount per common share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount. These percentages are disclosed for the current distribution as well as the fiscal YTD cumulative distribution amount per common share for the Funds. The following table provides estimates of each Fund’s distribution sources, reflecting YTD cumulative experience. The Funds attribute these estimates equally to each regular distribution throughout the year.

 

You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s plan.

If the Fund(s) estimate(s) that it has distributed more than its income and capital gains, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income’.

The amounts and sources of distributions reported in this 19(a) notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and tax purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099 DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Return figures provided below are based on the change in the Fund’s Net Asset Value per share (“NAV”), compared to the annualized distribution rate for this current distribution as a percentage of the NAV on the last day of the month prior to distribution record date.

 

While the NAV performance may be indicative of the Fund’s investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the open market. Past performance does not guarantee future results.

Monthly distributions offer shareholders the opportunity to accumulate more shares in a fund via the automatic dividend reinvestment plan. For example, if a fund’s shares are trading at a premium, distributions will be automatically reinvested through the plan at NAV or 95% of the market price, whichever is greater; if shares are trading at a discount, distributions will be reinvested at the market price through an open market purchase program. Thus, the plan offers current shareholders an efficient method of accumulating additional shares with a potential for cost savings. Please see the dividend reinvestment plan for more information. 

Important Notes about Performance and Risk
Past performance is no guarantee of future results. As with other investments, market price will fluctuate with the market and upon sale, your shares may have a market price that is above or below net asset value and may be worth more or less than your original investment. Returns at NAV reflect the deduction of the Fund’s management fee, debt leverage costs and other expenses. You can purchase or sell common shares daily. Like any other stock, market price will fluctuate with the market. Upon sale, your shares may have a market price that is above or below net asset value and may be worth more or less than your original investment. Shares of closed-end funds frequently trade at a discount which is a market price that is below their net asset value.

About Calamos

Calamos Investments is a diversified global investment firm offering innovative investment strategies including alternatives, multi-asset, convertible, fixed income, and equity. The firm offers strategies through separately managed portfolios, mutual funds, closed-end funds, private funds, and UCITS funds. Clients include major corporations, pension funds, endowments, foundations and individuals, as well as the financial advisors and consultants who serve them. Headquartered in the Chicago metropolitan area, the firm also has offices in New York, San Francisco, Milwaukee, and the Miami area. For more information, please visit www.calamos.com.

*Calamos Investments LLC, referred to herein as Calamos Investments^®, is a financial services company offering such services through its subsidiaries: Calamos Advisors LLC, Calamos Wealth Management LLC, Calamos Investments LLP and Calamos Financial Services LLC. 

 

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SOURCE Calamos Investments

OKLAHOMA CITY, May 3, 2021 /PRNewswire/ — Riley Exploration Permian, Inc. (NYSE American: REPX) (“Riley Permian” or the “Company”), plans to release fiscal second quarter 2021 financial and operating results on May 11, 2021 after the U.S. financial markets close.

In connection with the earnings release, Riley Permian management will host a conference call for investors and analysts on Wednesday, May 12, 2021 at 9:00 a.m. CT to discuss the Company’s results and to host a Q&A session. Interested parties are invited to participate by calling:

• U.S./Canada Toll Free, 844-965-3268
• International, +1 639-491-2298
• Conference ID number 3883784

An updated company presentation, which will include certain items to be discussed on the call, will be posted prior to the call on the Company’s website (www.rileypermian.com).

A replay of the call will be available until May 26, 2021 by calling:

• U.S./Canada Toll Free, 800-585-8367
• International, +1 416-621-4642
• Conference ID number 3883784

About 
Riley Exploration Permian, Inc.
Riley Permian is an independent oil and natural gas company focused on steadily growing its reserves, production and cash flow per share through the acquisition, exploration, development and production of oil, natural gas, and natural gas liquids in the Permian Basin. For more information please visit www.rileypermian.com.

Investor Contact:

Philip Riley

405-438-0126
[email protected]

Source: Riley Exploration Permian, Inc.

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SOURCE Riley Exploration Permian, Inc.

SAN DIEGO, May 3, 2021 /PRNewswire/ — Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, today announced operating results for the first quarter ended March 31, 2021. All per share amounts presented in this press release are on a diluted per common share basis unless stated otherwise.

COMPANY HIGHLIGHTS
:

For the three months ended March 31, 2021:

• Net income per share was $0.26
• AFFO per share was $0.86
• Invested $1.03 billion in properties and properties under development or expansion, including $403.0 million in U.K. properties
• Completed the early redemption on all $950.0 million in principal amount of our outstanding 3.250% notes due October 2022
• Raised $670 million in net proceeds from a common stock public offering of 12,075,000 shares, inclusive of 1,575,000 shares purchased by the underwriters upon exercise of their option to purchase additional shares

CEO Comments

“Our business momentum continues to illustrate the growth opportunities afforded to us through a mix of investment verticals in an increasingly diversified platform. Our pending merger with VEREIT is consistent with this trajectory, as the transaction, once completed, is expected to drive immediate earnings accretion, create additional growth opportunities through enhanced size, scale, and diversification, and allow for meaningful strategic and financing synergies. Additionally, our continued success in the U.K. gives us confidence in the portability of our business model initiatives as One Team on behalf of our investors and clients,” said Sumit Roy, Realty Income’s President and Chief Executive Officer. “I remain inspired by the dedication and talent of our team who continues to execute across our strategic initiatives. During the quarter, we invested over $1.0 billion in properties with attractive risk-adjusted yields, including nearly $403 million in the U.K. We are proud to have eclipsed the $2.0 billion investment mark in our U.K. portfolio within the first two years of our initial acquisition abroad. Moreover, with our first investment in Hawaii, our real estate portfolio now reaches all U.S. states, demonstrating the size, scale, and diversity of our platform. Further, in April we published our inaugural Sustainability Report, which outlines our dedication to embracing a changing world for the benefit of all those we serve.” 

“Looking forward, our rent collections have improved and stabilized, the business is well-positioned to capitalize on our active global investment pipeline, and we finished the quarter with approximately $2.5 billion of liquidity and a net debt to EBITDAre ratio of 5.3x. We remain on pace to meet our 2021 investment guidance of over $3.25 billion.”

Select Financial Results

The following summarizes our select financial results (dollars in millions, except per share data):

Impact of COVID-19

Percentages of Contractual Rent Collected as of March 31, 2021

We either have executed deferral agreements or maintain ongoing deferral discussions with clients that account for a majority of the unpaid contractual rent for each of the periods referenced in the table above. Additional detail on rent collections can be found in our supplemental materials available on our corporate website at www.realtyincome.com/investors/financial-information/quarterly-results.

Theater Industry Update

As of March 31, 2021, the theater industry represented 5.6% of annualized contractual rental revenue. As of March 31, 2021, and December 31, 2020, we were fully reserved for 37 theater properties. At March 31, 2021, the receivables outstanding for our 79 theater properties totaled $66.7 million, net of $33.2 million of reserves, and includes $8.5 million of straight-line rent receivables, net of $1.9 million of reserves. The following table summarizes reserves recorded as a reduction of rental revenue for theater properties (dollars in millions):

Additionally, we did not record any provisions for impairment on theater properties for the three months ended March 31, 2021. See “Item 1A—Risk Factors” in Part I of our Annual Report on Form 10-K for year ended December 31, 2020 for more information regarding the actual and potential future impacts of the COVID-19 pandemic and the measures taken to limit its spread on our clients and our business, results of operations, financial condition and liquidity.

Dividend Increases


 

In March 2021, we announced the 94^th  consecutive quarterly dividend increase, which is the 110^th increase in the amount of the dividend since our listing on the New York Stock Exchange (NYSE) in 1994. The annualized dividend amount as of March 31, 2021 was $2.82 per share. The amount of monthly dividends paid per share increased 1.6% to $0.7035 for the three months ended March 31, 2021, as compared to $0.6925 for the three months ended March 31, 2020. During the three months ended March 31, 2021, we distributed $260.7 million in common dividends to stockholders, representing 81.9% of its AFFO of $318.2 million.

Real Estate Portfolio Update

As of March 31, 2021, our portfolio consisted of 6,662 properties located in all U.S. states, Puerto Rico and the U.K., and leased to approximately 600 clients doing business in 56 separate industries. The properties are primarily freestanding and leased under long-term net lease agreements with a weighted average remaining lease term of approximately 8.9 years. Our portfolio of commercial real estate has historically provided dependable rental revenue supporting the payment of monthly dividends. As of March 31, 2021, portfolio occupancy was 98.0% with 131 properties available for lease or sale out of 6,662, as compared to 97.9% as of December 31, 2020 and 98.5% as of March 31, 2020.

Changes in Occupancy

The annual new rent on re-leases was $11.54 million, as compared to the previous annual rent of $11.15 million on the same units, representing a rent recapture rate of 103.5% on the units re-leased during the three months ended March 31, 2021. We re-leased two units to new clients without a period of vacancy, and 15 units to new clients after a period of vacancy.

Investments in Real Estate

The following table summarizes our acquisitions in the U.S. and U.K. for the periods indicated below:

Same Store Rental Revenue

The following summarizes our same store rental revenue on 6,127 properties under lease (dollars in millions):

For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of March 31, 2021 of 1.38 GBP/USD.

Our calculation of same store rental revenue includes rent deferred for future payment as a result of lease concessions we granted in response to the COVID-19 pandemic and recognized under the practical expedient provided by the Financial Accounting Standards Board (FASB). Same store rental revenue was negatively impacted by reserves recorded as reductions of rental revenue of $7.4 million for the three months ended March 31, 2021 compared to $819,000 for the three months ended March 31, 2020. Our calculation of same store rental revenue also includes uncollected rent for which we have not granted a lease concession. If these applicable amounts of rent deferrals and uncollected rent were excluded from our calculation of same store rental revenue, the decreases for the three months ended March 31, 2021 relative to the comparable period for 2020 would have been (8.6)%.

Property Dispositions

The following summarizes our property dispositions (dollars in millions):

Liquidity and Capital Markets

Equity Capital Raising

In January 2021, we raised $670 million from the issuance of 12,075,000 shares of common stock in an underwritten public offering, inclusive of 1,575,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares.

During the three months ended March 31, 2021, we raised $692 million from the sale of common stock at a weighted average price of $57.06 per share, primarily through the underwritten public offering in January 2021.

Revolving Credit Facility and Commercial Paper Program

We have a $3.0 billion unsecured revolving credit facility, with an initial term that expires in March 2023 (subject to two six-month options to extend). The revolving credit facility also has a $1.0 billion accordion feature, which is subject to obtaining lender commitments. As of March 31, 2021, there were no borrowings on our revolving credit facility. In addition, we had a cash balance of $184.0 million.

Additionally, we have a U.S. dollar-denominated unsecured commercial paper program. Under the terms of this program, we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.0 billion, with proceeds used for general corporate purposes. We use our unsecured revolving credit facility as a liquidity backstop for the repayment of the notes issued under this program. As of March 31, 2021, we had $675.0 million in commercial paper borrowings.

Early Redemption of 3.250% Notes Due 2022

In January 2021, we completed the early redemption on all $950.0 million in principal amount of our outstanding 3.250% notes due October 2022, plus accrued and unpaid interest. As a result of the early redemption, we recognized a loss on extinguishment of debt of $46.5 million, or $0.13 per diluted common share, to net income available to common stockholders and Nareit-defined FFO in the three months ended March 31, 2021. Loss on extinguishment of debt is excluded in our calculation of AFFO.

2021 Earnings Guidance

We estimate FFO per share for 2021 of $3.26 to $3.34, inclusive of a $0.13 per share loss due to the early redemption of our 3.250% notes due October 2022. We estimate AFFO per share for 2021 of $3.44 to $3.49, an increase of 1.5% to 2.9% over 2020 AFFO per share of $3.39. Summarized below are approximate estimates of the key components of our 2021 earnings guidance, which do not give effect to the announced merger between us and VEREIT, Inc.:

Conference Call Information

In conjunction with the release of our operating results, we will host a conference call on May 4, 2021 at 11:30 a.m. PT to discuss the results. To access the conference, dial (877) 701-6180 (United States) or (647) 689-4069 (International). When prompted, provide the conference ID 7659455.

A telephone replay of the conference call can also be accessed by calling (800) 585-8367 and entering the conference ID 7659455. The telephone replay will be available through May 18, 2021.

A live webcast will be available in listen-only mode by clicking on the webcast link on our home page or in the investors section at www.realtyincome.com. A replay of the conference call webcast will be available approximately one hour after the conclusion of the live broadcast. No access code is required for this replay.

Supplemental Materials and Sustainability Report

Supplemental materials on our operating results for the three months ended March 31, 2021, including reconciliations for non-GAAP measures within the Glossary, are available on our corporate website at www.realtyincome.com/investors/financial-information/quarterly-results.

The Sustainability Report for the year ended December 31, 2020 is available on our corporate website at www.realtyincome.com/corporate-responsibility.

About Realty Income

Realty Income, The Monthly Dividend Company^®, is an S&P 500 company dedicated to providing stockholders with dependable monthly income. The company is structured as a REIT, and its monthly dividends are supported by the cash flow from over 6,600 real estate properties owned under long-term lease agreements with our commercial clients. To date, the company has declared 610 consecutive common stock monthly dividends throughout its 52-year operating history and increased the dividend 110 times since Realty Income’s public listing in 1994 (NYSE: O). The company is a member of the S&P 500 Dividend Aristocrats^® index. Additional information about the company can be obtained from the corporate website at www.realtyincome.com.

Forward-Looking Statements

Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause our actual future results to differ materially from expected results. These risks include, among others, general economic conditions, domestic and foreign real estate conditions, client financial health, the availability of capital to finance planned growth, volatility and uncertainty in the credit markets and broader financial markets, changes in foreign currency exchange rates, property acquisitions and the timing of these acquisitions, the structure, timing and completion of the announced mergers between us and VEREIT, Inc. and any effects of the announcement, pendency or completion of the announced mergers, including the anticipated benefits therefrom, charges for property impairments, the effects of the COVID-19 pandemic and the measures taken to limit its impact, the effects of pandemics or global outbreaks of contagious diseases or fear of such outbreaks, our clients’ ability to adequately manage their properties and fulfill their respective lease obligations to us, and the outcome of any legal proceedings to which the we are a party, as described in our filings with the Securities and Exchange Commission. Consequently, forward-looking statements should be regarded solely as reflections of our current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made. 

 

 

 

 

 

 

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SOURCE Realty Income Corporation