Jul 30, 2013
Executives
Joey Agree - President, Chief Executive Officer and Director Alan Maximiuk - Vice President, Chief Financial Officer and Secretary
Analysts
RJ Milligan - Raymond James & Associates Ryan Gilbert - Compass Point Dan Donlan - Ladenburg Thalmann
Operator
Good morning, ladies and gentlemen, and welcome to the Agree Realty Corporation's second quarter 2013 earnings conference call. (Operator Instructions) It is now my pleasure to introduce Joey Agree, President and Chief Executive Officer of Agree Realty Corporation.
Mr. Agree, you may begin.
Joey Agree
Welcome, everyone, and thank you for joining us for Agree Realty Corporation's second quarter earnings conference call. I'm pleased to have Al Maximiuk, our Chief Financial Officer, here with me this morning.
As everyone is aware, the company is a fully integrated, self-administered and self-managed real estate investment trust focused on the acquisition and development of single-tenant properties leased to industry-leading retailers throughout the continental United States. During this call, we will make certain statements that may be considered forward-looking under federal securities law.
The company's actual results may differ significantly from the matters discussed in any forward-looking statements. Let's get started with our real estate operations for the second quarter.
On the acquisition front, we closed on four properties during the quarter for an aggregate purchase price of approximately $28 million. The properties are leased to four tenants located in four states representing four different retail sectors.
The single-tenant properties acquired during the quarter are net leased to Starbucks in Manchester, Connecticut; Petsmart in Rapid City, South Dakota; AutoZone in Chicago, Illinois; and Sam's Club in Brooklyn, Ohio; a suburb of Cleveland. The Sam's Club in Brooklyn, Ohio is a very attractive asset, leased to Wal-Mart and occupied by Sam's Club.
It is recently remodeled 148,000 square foot store with strong demographics located immediately adjacent to Wal-Mart, which was recently expanded to a supercenter format. This store is a very high performer and is currently in percentage rent.
The four properties acquired during the quarter had an average cap rate of approximately 7.4%. We dipped below our normal hurdles in order to acquire the Sam's Club property, which we believe is a fantastic addition to our portfolio.
As we disclosed at the time of the acquisition, Wal-Mart is now the company's fourth largest tenant. We would expect to return to the average 8% cap rate range for future acquisitions.
Since the start of our acquisition program in 2010, on $200 million of acquisitions, the average cap rate has been 8.25%. For the six months, our acquisition activity totaled approximately $43 million.
Thus far, this year we selectively acquired nine single-tenant properties located in eight states, representing seven different retail sectors. Approximately 69% of the annual rentals acquired year-to-date are derived from investment grade retailers.
During the second quarter we delivered three new development projects to industry-leading tenants. There are a couple of significant milestones I would like to mention.
Our first Wawa development in Kissimmee, Florida, was delivered and held its grand opening on April 3. Also, our first ground-up California Walgreens in Rancho, Cordova, was delivered on April 8 of this year.
We also delivered our second Wawa development in Pinellas Park, Florida, on May 23, 2013. Total development cost for the three properties placed in service during the second quarter was approximately $12 million.
During the quarter, our development activity remained robust. We currently have three additional projects underway.
This includes our two previously announced Wawa projects in Casselberry and St. Petersburg, Florida, as well as our newest Walgreens in the University of Michigan's campus in Ann Arbor, Michigan.
These projects are all 20 and 25 year turnkey and ground leases. Looking forward, we expect to deliver the Wawa and Casselberry in the third quarter of this year, and the Walgreens in Ann Arbor as well as the Wawa in St.
Petersburg in the first half of 2014. In addition, we are proceeding with the redevelopment of our Monroeville, Pennsylvania property.
We have executed a lease with HomeGoods, a subsidiary of The TJX Companies. HomeGoods is an industry-leading home furnishing retailer with over 400 stores across United States.
We expect rent commencement during the third quarter of this year for the 29,000 square foot store. During the second quarter we were also pleased to announce our first joint venture Capital Solutions project.
We closed on a 4.2 acre parcel of land for the development of a 55,000 square foot Hobby Lobby store in Grand Forks, North Dakota. Agree provided the necessary capital and will be the sole owner of the project upon completion.
Hobby Lobby has previously executed a 15-year lease for the project. Moving on to our current portfolio metrics.
Our occupancy at June 30, 2013, was approximately 97%. As of June 30 our portfolio consisted of 120 properties, it spanned 32 states and contained an aggregate of approximately 3.5 million square feet of GLA.
It's comprised of 111 single-tenant net leased properties as well as nine community shopping centers. The company developed approximately half of these properties, including 48 of the 111 single-tenant properties and all nine of the shopping centers.
As of June 30, 2013, approximately 97% of our annualized base rent was from national and regional tenants. Approximately 63% of our total rental income is derived from retailers that are investment grade and approximately 75% of rental income from our single-tenant portfolio is from investment grade retailers.
Our portfolio also contains a number of unrated credits that we believe would qualify for investment grade status, if they pursue a rating in the future. As I mentioned previously, subsequent to the acquisition of the Sam's Club in Brooklyn, Ohio, Wal-Mart became our fourth largest tenant.
In addition, due to the delivery of the two new developments to Wawa, our top five tenants are now Walgreens, Kmart, CVS, Wal-Mart and Wawa. Portfolio-wide, the weighted average base term remaining is 12 years.
This increases to over 13 years specifically for our single-tenant net lease properties. I think that about wraps up our real estate operations.
On another note, I am pleased to mention that Agree Reality Corporations were added to two stock market indices during the quarter. We were added to the MSCI U.S.
REIT Index or the RMZ on May 31, and S&P announced that we will be added to the S&P SmallCap 600 Index on July 30. This is a direct result of the progress and growth we've experienced over the last three years, and should lead to increased trading activity and liquidity in our shares.
At this point, I'd like to turn the call over to Al Maximiuk, our Chief Financial Officer, who will provide a financial update. Al?
Alan Maximiuk
Thank you, Joey. Good morning everyone.
I will be providing a few highlights for the results, for the quarter. Please note that we will be discussing non-GAAP financial measures including funds from operations and adjusted funds from operations.
Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures can be found in the company's earnings press release issued yesterday. This release is available on our website at agreerealty.com.
The company is pleased to announce that our revenues for the second quarter of 2013 increased 26% year over year, from $8.6 million to $10.9 million. This strong increase in revenues is due to the execution of our acquisition and development programs, while continuing to maintain our occupancy at 97%.
Funds from operations, or FFO, for the quarter increased by 19% to $6,804,000, from FFO of $5,723,000, for the second quarter of 2012. This equates to $0.51per share, compared with FFO of $0.50 per share a year ago.
Adjusted funds from operations, or AFFO, for the second quarter of 2013 was $0.52 per share compared with AFFO of $0.51 per share for second quarter 2012. Company's revenues for the six months of 2013 increased 24% year-over-year from $17 million to $21.1 million.
For the six months FFO was $13,186,000 compared to FFO of $11,231,000 for the year prior. This equates to $1 per share for the six months in 2013 compared with FFO of $0.99 per share for the prior year.
Adjusted funds from operations for the first six months of 2013 were $1 per share compared with AFFO of $1.03 per share for the prior year. For second quarter, the company paid its 77th consecutive cash dividend.
The dividend for the second quarter amounted to $0.41 per share or a $1.64 on an annual basis. Both our current FFO payout ratio and AFFO payout ratio are approximately 80%.
Moving to the balance sheet. The company's balance sheet continues to be in a very strong position.
At quarter end, the company's debt-to-enterprise value was approximately 28%. The portfolio currently has 69 unencumbered assets.
The company's interest coverage is healthy at 4 times, and our debt-to-EBITDA ratio is at 4.7 times. Approximately $23.4 million or 20% of total mortgage indebtedness is self-amortizing, non-recourse loans that are secured by 13 Walgreens assets.
These loans will be completely paid off during 2017 through 2026. Principal amortization for the second quarter was $858,000 and $1,708,000 year-to-date.
Principal is amortized at an average of $3.5 million to $3.8 million a year over the next few years. In total, approximately $28 million of amortizing debt will be paid down between 2013 and 2026.
Between now and 2017, the company's debt maturities are well staggered, with only $18 million maturing in the next few years. That concludes the highlights of the company's financial and operating results for the second quarter of 2013.
I'd like to turn the call back to Joey to bring to a close.
Joey Agree
Thank you for the update, Al. At this time, I'd like to open it up for questions.
Operator
(Operator Instructions) The first question will come from RJ Milligan of Raymond James & Associates.
RJ Milligan - Raymond James & Associates
Joey, I was just wondering what you've seen in the acquisition market out there, given the move in interest rates that we've seen. Have you seen a pause in the market?
Have you seen movement in cap rates? Just any color that you can give us on that.
Joey Agree
We have yet to see any true movement in terms of cap rates. I think that will take time to cascade down really through the net leased brokerage community on to sellers.
All I can speak to really, it is our reaction to the uptick. Obviously, everybody is aware that the tenure is of essentially 100 basis points.
Our actions in response, first we're not acquiring assets that are on the margin, first and foremost. Second, I think we've taken a look at our pricing and adjusted accordingly.
And I think you'll see that in terms of going forward in the third, fourth, and into 2014. But I think it will take a matter of month potentially to the end of the year until we see a true material impact on cap rates.
RJ Milligan - Raymond James & Associates
So, Joey, when you say that you've adjusted it in your pricing, does that mean your required yield as you look at these projects, you have made that adjustment or what do you mean by that?
Joey Agree
We've looked at existing assets that we have under contract to acquire and the pricing, and potentially any repricing accordingly. And then on a go-forward basis, I think we've acquired everybody and took a look at their cost and capital and made adjustments.
And we've certainly made those.
RJ Milligan - Raymond James & Associates
And then the portfolio is 60% investment-grade, which is high for the space. Obviously, that's a high concentration.
Are you comfortable with the amount of investment-grade exposure that you guys have? Would you like to increase that or how do you feel about that exposure?
Joey Agree
As we mentioned, our portfolio today is approximately 63% investment grade. So that's the function of two things, that the function of our acquisition platform and also our development platform.
And we continue to execute and bring projects online in terms of development for investment-grade retailers, such as Wawa as well as Walgreens, here in the second quarter. I think as we go forward we're not adverse to taking that down slightly.
I think we want to stay a high-quality, industry-leading portfolio, but at the same time the fair opportunities with non-weighted credits, we'll have to pursue those as well. So I think the 63% is a good number.
Obviously, I believe it's a highest in the net lease space today, but we also think that it's important to continue to maintain a high-quality portfolio.
Operator
The next question will come from Wilkes Graham of Compass Point.
Ryan Gilbert - Compass Point
This is Ryan Gilbert on with Wilkes. Just a quick question about your acquisition program.
You guys had a very strong quarter, certainly well above our estimates. How does the pipeline look for the rest of the year?
Do you think you can maintain this pace or have you pulled a little bit of some of your pipeline forward in the first half?
Joey Agree
We haven't pulled any of our pipelines forward towards the first half of this year. Those closings really occurred naturally.
In terms of on a go-forward basis, we continue to source opportunities that hurdle as adjusted as I mentioned in the previous question from RJ. We continue to source opportunities that hurdle industry-leading retailers, predominantly investment-grade, similar type names that everybody's familiar within our portfolio.
In terms of crystal ball going forward, we don't give guidance. We have a significant pipeline, both under contract and through the purchase agreement negations currently.
And we'll take those through diligence and hopefully bring them to a close.
Operator
The next question will come from Dan Donlan of Ladenburg Thalmann.
Dan Donlan - Ladenburg Thalmann
Joey, we've covered the acquisitions fairly well here this morning. Could you maybe talk about developments and kind how does the pipeline look there, and has anything new kind of creeped into that that you might be announcing in the next six months or anything like that?
Joey Agree
We've got some interesting opportunities in the pipeline, really in the Midwest as well as California and Florida. We hope to announce some of those opportunities by yearend and anticipate we'll get at least a couple of those out.
We continue to target industry-leading credits in the fast food sector, in the C-store space as well as the pharmacy sector. And we continue additionally to really work with additional tenants in those sectors that are currently in our portfolio to expand our relationships.
So we're highly focused on growing the development pipeline in both, depth as well breadth.
Dan Donlan - Ladenburg Thalmann
And then just going, digging a little further, are some of these projects that may have been tabled as a result of the recession are finally starting to come back to fruition or is it just expansion from existing retailers or a little bit of both?
Joey Agree
Nothing has come back to life post-recession. It's typically expansions as well as high priority relocations of existing units, potentially combinations or what they call two for one.
So nothing that has been brought back to life per se, but really new opportunities that have arisen post-recession.
Dan Donlan - Ladenburg Thalmann
And then the Wawa development that you guys have in Ann Arbor, could you remind us of when you think that's going to open up?
Joey Agree
You mean, the Walgreens?
Dan Donlan - Ladenburg Thalmann
Yes.
Joey Agree
We think the Walgreens will be open and operating hopefully into the beginning of first quarter. So we continue to progress in terms of constructions.
And given some winter conditions, we're anticipating the first quarter opening there.
Dan Donlan - Ladenburg Thalmann
And then, lastly on dispositions, should we be modeling anything else for the rest of the year? And how is the in the shopping center portfolio, is there anything you think you might be able to announce in this year or maybe into next year?
Joey Agree
So far year-to-date we have disposed off about $5.5 million in that, and that will be Ypsilanti, Walgreens. I think going forward, I think it'd be fair to say that we will continue to look for both non-core and net lease dispositions as well as potentially shopping center dispositions.
And we hope to announce some progress by the end of the year.
Dan Donlan - Ladenburg Thalmann
And then, one more, as far as the lease maturities that you guys have, I would imagine that's mostly coming from the shopping center portfolio over the next two years. How should we be thinking about rent adjustments there?
Do you think that the existing pieces are above or below market, any color you could give us on, what we should be modeling there?
Joey Agree
First, all of the near-term expirations over the course for the next few years and medium-term expirations, frankly, are in the shopping center portfolio. So the net lease portfolio as a weighted average base term remaining of over 13 years.
So all those expirations you see are in the shopping center portfolio. In 2014, we've got about a $1.4 million annualized base rent turning over.
In terms of rental growth there, I think it's difficult, still to model anything. Most of these tenants have been in the shopping center for, if not 20 years, upwards or over 10 years.
Most of them have contractual options with minimal increases that frankly is probably immaterial. So most of the growth is going to come external, as you're aware, Dan, from both developments and acquisitions coming online.
Operator
I am showing no additional questions in the queue. This will conclude our question-and-answer session.
I would like to turn the conference back over to Joey Agree, for his closing remarks.
Joey Agree
And that about wraps it up. Again, we'd like to thank everyone for joining us and we look forward to speaking you all next quarter.
Thank you.
Operator
Ladies and gentleman, the conference has now concluded. We thank you for attending today's presentation.
You may now disconnect your lines.