Earnings Call Transcript - ADC Q1 2023

Operator, Operator

Good morning, and welcome to the Agree Realty First Quarter 2023 Conference Call. All participants will be in a listen-only mode for the duration of the call. Please also note, that this event is being recorded today. I would now like to turn the conference over to Brian Hawthorne, Director of Corporate Finance. Please go ahead, Brian.

Brian Hawthorne, Director of Corporate Finance

Thank you. Good morning, everyone, and thank you for joining us for Agree Realty's first quarter 2023 earnings call. Before turning the call over to Joey and Peter to discuss our results for the quarter, let me first run through the cautionary language. Please note that during this call, we will make certain statements that may be considered forward-looking under federal securities law. Our actual results may differ significantly from the matters discussed in any forward-looking statements for a number of reasons. Please see yesterday's earnings release and our SEC filings, including our latest annual report on Form 10-K for a discussion of various risks and uncertainties underlying our forward-looking statements. In addition, we discuss non-GAAP financial measures, including our core funds from operations or core FFO, adjusted funds from operations or AFFO, and net debt to recurring EBITDA. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures can be found in our earnings release, website, and SEC filings. I'll now turn the call over to Joey.

Joey Agree, CEO

Thanks, Brian, and thank you all for joining us this morning. I'm extremely pleased to report that we're off to a strong start in 2023. The lack of competition among both public and private buyers has provided us with greater access to attractive risk-adjusted opportunities than anticipated. As demonstrated by our first quarter investment activity and even more evident in our pipeline and seller fatigue that's contributing to a narrowing bid-ask spread. We have seen a recent acceleration of seller capitulation as the reality of a new pricing paradigm has begun to set in. Due to market forces, capitalized competition within our targeted sandbox is extremely limited. Our ability to quickly diligence and certainty to close are very attractive propositions for owners that have been on and off market with private purchasers. Our pipeline over the last few weeks has been very dynamic with a wide spectrum of opportunities. In the last several days alone, we've executed letters of intent to acquire over $100 million in high-quality assets at attractive cap rates, diversified portfolios, sale-leasebacks, distressed developers, and early extensions among the approximately 100 properties that we currently have under control. Given our acquisition volume in the first quarter and increased visibility into our pipeline, we are raising our acquisition guidance from at least $1 billion to at least $1.2 billion acquired for the year. That said, the world remains quite volatile, and we will not waver from our stringent underwriting criteria. The investments we have made in technology and our team have provided our company with a distinct competitive advantage. Both our analysts and rotation programs, led by our EVP of People and Culture, Nicole Widevine, have given us a deep bench of multifaceted and talented future leaders. Similarly, our multi-year investments in information technology led by both ARC and our ERP system are continuing to bear fruit, enabling us to be nimbler in reviewing, sourcing, and executing transactions more efficiently. Peter will speak to the G&A leverage we continue to gain in a few minutes. Our decision to pre-equitize our balance sheet in advance of this year has proven prudent and we remain in an extremely strong position. We ended the first quarter with approximately $1.2 billion of liquidity, significant outstanding forward equity, and well below the low end of our target leverage range. On earlier calls, I stressed that we would avoid moving up the risk curve or shifting our strategy. We have been very successful leveraging our relationships and core competencies to identify extremely high-quality opportunities, and economic and geopolitical uncertainties remain. During the first quarter, we invested over $314 million in 95 high-quality retail net lease properties across our 3 external growth platforms. This includes the acquisition of 66 assets for approximately $302 million in the tire and auto service, home improvement, grocery, auto parts, Dollar Store, and farm and rural supply sectors, among others. The weighted average cap rate of the acquisitions was 6.7%, a 30 basis point expansion relative to the fourth quarter and 50 basis points higher than the full year 2022. Seventy-five percent of the acquisitions are leased to investment-grade retailers, and our weighted average lease term of over 13 years was a 5-year high. We acquired 2 ground leases during the quarter, representing $19 million, approximately 7% of total acquisition volume for the quarter. The breadth and variety of transactions during the quarter demonstrate our unique value proposition and the strength of our industry-wide relationships. We executed several sale-leasebacks with our retail partners, led by 2 transactions in the grocery space with national and super-regional operators, both of which carry investment-grade credit ratings. We also completed the acquisition of a diversified portfolio from an institutional seller, several blend-and-extend opportunities, as well as a number of developer direct transactions. Our long-term vision, that of a full-service real estate-focused net lease retail REIT and not simply a spread investor, has accelerated due to the capital-constrained environment and our team's hard work across multiple fronts. Moving on to our development and PCS platforms. We commenced 5 new projects with a total anticipated cost of over $19 million. Construction continued during the quarter on 21 projects with an anticipated cost totaling nearly $86 million. The projects in Florida and California were wrapped up during the quarter for Gerber Collision. In the aggregate, we had 29 projects completed or under construction during the quarter with an anticipated total cost of $115 million, inclusive of the $59 million of costs incurred as of March 31. On the leasing front, we executed new leases, extensions, or options on approximately 510,000 square feet of gross leasable area during the first quarter. Notable extension options or new leases included 2 Sam's Clubs located in Lansing, Michigan, and Brooklyn, Ohio. We are in a very strong position for the remainder of the year with just 16 leases or 80 basis points of annualized base rents maturing. At quarter end, our growing retail portfolio surpassed 1,900 properties across all 48 continental United States, including 208 ground leases representing over 12% of total annualized base rents. Occupancy remained very strong at 99.7%, and our investment-grade exposure stood at 68%. Our portfolio continues to be the preeminent retail portfolio in the country and remains extremely well positioned to withstand any macroeconomic headwinds. With that, I'll hand the call over to Peter, and then we can open up for questions.

Peter Coughenour, CFO

Thank you, Joey. Starting with earnings; core FFO for the first quarter was $0.98 per share, representing a 0.6% year-over-year increase. AFFO per share for the first quarter increased 1.5% year-over-year to $0.98. We received over $1.2 million of percentage rent during the quarter, which contributed more than $0.01 of earnings to core FFO and AFFO per share, respectively. This should largely dissipate for the remainder of the year as most tenants are obligated to pay during the first quarter. As a reminder, treasury stock is included in our diluted share count prior to settlement if ADC stock trades above the deal price of our outstanding forward equity offerings. The aggregate dilutive impact related to these offerings was $0.05 in the first quarter. Our consistent and reliable earnings growth continues to support a growing and well-covered dividend. During the first quarter, we declared monthly cash dividends of $0.24 per common share for each of January, February, and March. On an annualized basis, the monthly dividends represent a 5.7% increase over the annualized dividend from the first quarter of 2022. At 73%, our payout ratio for the first quarter was below the low end of our targeted range of 75% to 85% of AFFO per share. Subsequent to quarter-end, we announced a monthly dividend of $0.243 per share for April. The monthly dividend equates to an annualized dividend of nearly $2.92 per share, which represents a 3.8% year-over-year increase and a 2-year stack increase of 11.7%. General and administrative expenses totaled $8.8 million in the first quarter. G&A expense was 6.5% of revenue adjusted for the non-cash amortization of above and below market lease intangibles or 7% of unadjusted revenue. For the full year, we expect G&A to decline a minimum of 50 basis points as a percentage of adjusted revenue as our IT investments that Joey referenced earlier and process improvements have enabled us to scale very efficiently. This would represent a 2-year stack decrease of at least 100 basis points. Total income tax expense for the first quarter was approximately $783,000. For the full year 2023, we expect income tax expense to be between $3 million and $4 million. Moving on to our capital markets activities. We settled approximately 2.9 million shares of outstanding forward equity during the first quarter, realizing net proceeds of $195 million. At quarter end, we still had approximately 5.3 million shares remaining to be settled under existing forward sale agreements, which are anticipated to raise net proceeds of $362 million upon settlement. As of March 31, our net debt to recurring EBITDA was approximately 3.7x pro forma for the settlement of our outstanding forward equity. Excluding the impact of unsettled forward equity, our net debt to recurring EBITDA was approximately 4.5x. Total debt to enterprise value at quarter end was approximately 24%, while our fixed charge coverage ratio, which includes principal amortization in the preferred dividend, remained at a very healthy level of 5.1x. We ended the quarter with total liquidity of $1.2 billion, including approximately $804 million of availability on the revolver, $362 million of outstanding forward equity, and $13 million of cash-on-hand. In summary, we continue to maintain a fortress-like balance sheet that affords us tremendous flexibility to take advantage of the lack of competition in the market and execute on high-quality opportunities. With that, I'd like to turn the call back over to Joey.

Joey Agree, CEO

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

Operator, Operator

At this time, we will take our first question from Josh Dennerlein with Bank of America.

Josh Dennerlein, Analyst

Peter, Joe, I wanted your comment on your accelerating shift to being like a full real estate provider for your partners; what shifted? What's accelerated? And what's to come?

Joey Agree, CEO

I appreciate the question. I think this has been a long-term vision for us, building out all 3 platforms, all 3 external growth platforms as well as the remainder of the team. So it's really a function of being able to deliver on multiple different avenues for growth, whether that's sale-leasebacks with our retail partners, all the way to organic development and anything in between. I think the personnel changes we've had here, the team that's developed through again, as I mentioned, the analysts and the rotation programs, we're actually celebrating the 10-year anniversary of our first analyst today at lunchtime. It's really provided us the opportunity to leverage multiple platforms. At the same time, retailers today, given the capital constrained environment, appreciate our ability to really accelerate their growth and to step into challenging situations, given the availability of capital we have and then those multiple levers and options that we provide.

Josh Dennerlein, Analyst

Got it. And then maybe just on the cap rate side, that feels like it's probably close to stopping interest rate increases from here. Just kind of curious, what are you seeing on the private side? Like do you still feel like there's adjustments to come on the cap rate side? Or is there further kind of uplift in cap rates?

Joey Agree, CEO

It's challenging to make predictions about the future in today's world. As I noted earlier, we are witnessing increased seller fatigue and capitulation, which has intensified in recent weeks. Sellers are aligning with the current market, and we are becoming the preferred buyer. Looking ahead is uncertain. While we have insight into Q3, I expect cap rates may rise slightly, and Q2 could see a similar trend. However, projecting beyond 70 days is quite complicated. It's important to remember that this is a large and fragmented market, and we are actively seeking opportunities within it. Thus, these observations may not necessarily reflect the overall cap rate landscape.

Operator, Operator

Our next question will come from Eric Wolfe with Citi.

Eric Wolfe, Analyst

Looking at your revised acquisition guidance, it amounts to nearly 5% of your current enterprise value. Just curious whether you have any sort of internal rule as to how much cash flow growth should be created from this level of activity, call it, every 10% growth in EV should equate to 4% to 5% growth in cash flow, just basically the internal rules that you have around rewarding capital providers?

Joey Agree, CEO

Well, I'll tell you there's no internal hard and fast rule there. Obviously, enterprise growth should result in AFFO and increased dividend to shareholders. We're very cognizant in investing capital to make sure that we're doing it on an accretive basis. At the same time, qualitatively, I would tell you, it's just important. As you can see during this quarter, probably the highest quality quarter of acquisitions potentially we've ever had outside of maybe the depths of COVID. You're looking at 75% investment-grade assets, over 13 years of term to some of the best retailers in the country. So at the same time, we want to deliver, obviously, accretion to our shareholders. We want to improve the portfolio. And as we've talked about for a couple of quarters here and as well as the prepared remarks, we're just not going to go up the risk curve there to create larger spreads while sacrificing on real estate and credit quality. That's not something we're willing to do. And so I think the most important thing that investors and listeners can take away from this call is we've been able to maintain our discipline. We haven't undertaken any strategic shifts and we're able to execute through all of the different levers that we have in terms of growth.

Eric Wolfe, Analyst

Got it. Is there a particular spread that would incentivize you to take on more risk? For example, if you could achieve a 9 cap rate compared to around 6.7%, I'm trying to understand if there's a specific level of loss factored into your perspective on non-investment-grade versus investment-grade tenants. This might clarify whether a certain spread would make the situation more or less appealing.

Joey Agree, CEO

It's a great question. It's case specific for us. I'll remind everyone, we don't target investment grade; that is not a bogey for us. We're huge fans of operators like Publix and Chipotle, which don't carry an investment-grade credit rating, just the predominance of the best retailers in this country, obviously, carry an investment-grade credit rating. In terms of going up the risk curve and spreads, it's a function of credit, but also a function of just residual. We're not interested in single-purpose boxes here. That is something that we have avoided. We're not interested in car washes or Topgolf, just naming a few, obviously, that we can't get to the residual. I've always talked about a good net lease investor as opposed to a fixed income investor doesn't have a repayment of principal on the expiration of that term. The art of net lease investing is understanding what that residual real estate is and what the demand for that is. So single-purpose boxes to us are our biggest challenge. From a credit perspective, obviously, we're able to underwrite those. But again, the single-purpose boxes drive less demand and unfavorable outcomes when it comes to re-leasing in the event of lease expiration or a bankruptcy and rejection.

Operator, Operator

Our next question will come from Rob Stevenson with Janney.

Rob Stevenson, Analyst

Joey, there's a slew of Gerber collisions in the development pipeline and the ones you referenced that were recently completed, I think it's like 21, including the 3 completed. Once these are all completed by year-end, where does that take the 1.7% of ABR? I know a lot depends on what else you acquire elsewhere. But where does that exposure sort of stabilize? Is that a 2% exposure tenant when all said and done, 3%? How do you envision that?

Joey Agree, CEO

No, I think you're dead on. I think that's most likely a 2% to 3% exposure. We've talked at length about Gerber Collision and probably on the lower end, frankly, that 2% to 3%. But we've talked at length about Gerber Collision, their relative space in the relative position in their collision space. Again, there are 3 large operators in this country. Gerber is the only non-private equity-owned publicly owned by Boyd Group. You can look and see their balance sheet, their financials on the Toronto Stock Exchange. They're a tremendous operator. They're a great partner for us. It is an extremely interesting space given the depth and complexity of just the collisions and the repairs that occur today. I think I talked about it; tap your bumper on a light pole today, it's 2 cameras and a sensor. And so Gerber has got a very unique proposition, and they're really aligned with the third-party payers, the auto insurers in this country in terms of targeting net new store opportunities. And so we're a big fan of Gerber, and we think that they are the preeminent operator in the collision space. But I think your 2% to 3% on the low end of that 2% is probably appropriate.

Rob Stevenson, Analyst

Will they still make up a larger share of the starts over the next 12 months, or is that trend winding down and being taken over by others in the development pipeline?

Joey Agree, CEO

We'll see. I'd tell you, we obviously have a significant pipeline to wrap up with Gerber. We completed 3 projects in Florida and in California, but we're always looking at opportunities with Gerber, but then also other retailers that can change on a dime.

Rob Stevenson, Analyst

Okay. And then second question, how are you thinking about dispositions today given the current market environment? You've been buying, but is today also the right time to sell assets other than theaters? Or are you better off holding assets without near-term tenant issues and until interest rates settle down? How are you thinking about that?

Joey Agree, CEO

I believe we are very comfortable with the current state of our portfolio. We have been active relative to historical performance, particularly in terms of dispositions, including reducing our exposure to Walgreens, franchise restaurants, and health and fitness. Fortunately, we have avoided significant missteps since we launched our acquisition platform in 2010. Currently, the main challenge regarding dispositions is essentially a cost-benefit analysis of time. Our team is diligently evaluating potential buyers for three different purchase agreements, but this process has proven to be an inefficient use of our time for minimal returns. We are open to selling any of our 1,900 assets at the right price; however, we will not engage with buyers who are not capable of completing a deal. We will continue to explore opportunities, but we are not in a position where we need to recycle capital to generate returns, especially considering our balance sheet situation.

Operator, Operator

And our next question will come from Handel St. Juste with Mizuho.

Ravi Vaidya, Analyst

This is Ravi Vaidya on the line for Handel. I hope you guys are doing well. I wanted to ask you about larger portfolio deals. Can you discuss the pricing of the larger deals within what you acquired this quarter? And are you still seeing large portfolios come to market? Should we still expect portfolio discounts in this current environment?

Joey Agree, CEO

Look, it's a moving target, Ravi. I think the portfolio transaction we did was a diversified portfolio of approximately 8 to 10 assets. There was some unique nature in terms of short-term leases, and they're on early extensions. I think the portfolio discount depends on who's out there in the market and wants to deploy capital at that time. A lot of it is time and place. What I will tell you is, certainly, there are less bidders out there. As I mentioned in our prepared remarks, the competition is infrequent, slim, or none today. So it's really based upon the timing of that potential sale as well as the composition of it and then the select purchasers that are out there, frankly, their needs at the timing.

Ravi Vaidya, Analyst

Got it. Just one more here. Can you discuss your funding needs to execute on your revised acquisition target? And what would you let your leverage tick up from the 4.5% than it is today for issuing equity?

Joey Agree, CEO

I'll let Peter talk about it in detail, but our funding needs are, frankly, not. We were very clear coming into the year, pre-equitizing the balance sheet that we could execute while staying within our targeted leverage range, but I'll hand it over to Peter.

Peter Coughenour, CFO

Yes, Ravi, we ended the quarter in a great position with pro forma net debt to recurring EBITDA of 3.7x, total liquidity of $1.2 billion, including $360 million of outstanding forward equity. As Joey mentioned, we have plenty of capital today to execute on our acquisition guidance, and we don't have a need for additional equity this year, and we can stay within our targeted leverage range. We're executing on that guidance. So we're in an excellent position today.

Operator, Operator

And our next question will come from Linda Tsai with Jefferies.

Linda Tsai, Analyst

Can you provide color on the profile of the sellers who are capitulating on pricing? And with rates potentially stabilizing now, what do you think is the impact? And how long would it take to show up in pricing in the transaction market?

Joey Agree, CEO

Linda, it's a wide breadth and range of sellers that are meeting the market. Well, I'll tell you, we've seen an acceleration in merchant builders, private owners, specifically none that are overly notable, but that we're holding the line and hoping for 2021 and the first 2/3 of 2022 pricing, and then have effectively capitulated to pricing that we think made sense. On prior calls, I mentioned we hadn't seen O'Reilly's or tractor supplies or any of those types of credit crack, call it, $61.5 on full-term assets. That's no longer the case. Rates may be stabilizing here; spreads are still wide. The cost of capital, the inputs for private owners today, whether it's construction loans or more permanent debt is still obviously extremely disparate from where it was just a year ago. So we're going to continue to see, hopefully, more sellers meet that market and frankly, get off of their 5 handles. I mean, that was the real problem is that sellers were holding on to those 5-handle transactions that, frankly, really were transaction absent the Lucky 1031 buyer.

Linda Tsai, Analyst

And then on the merchant developers facing the need to sell that you've been talking about this past few quarters, how the business cool? And how many more quarters do you think you could opportunistically buy from them?

Joey Agree, CEO

Well, it's interesting. I would tell you that the conversations have now transitioned to our retail partners who are now looking at their 2024 pipelines and the merchant build programs and how they can effectively backfill those programs. That can range from creating self-development programs, doing more on balance sheet, converting their merchant builders to fee programs, partnering with somebody like us to either develop or be the capital source. I'll tell you, those are weekly conversations that we have. The merchant builder stuff will continue to flow. The question is how high do we frankly want to take some of these exposures where merchant build programs were effectively the driver of growth for some of these retailers. But the conversations right now that we're having here about solving for 2024 needs and beyond, and they involve both the merchant builders, but also the ultimate resolution is going to be driven by the retailer and how they can change their platforms to execute on their storing strategy in this new pricing paradigm that we're in today.

Linda Tsai, Analyst

Just one last question. In terms of portfolio allocation, how comfortable are you with exposure? I guess your grocery exposure ticked up a little bit close to 11% now of ADR.

Joey Agree, CEO

We feel very comfortable and are not increasing our risk levels. Kroger performed well this quarter. We are not purchasing small grocery stores; every grocery transaction we made during the quarter was with a strong investment-grade operator, including two sale leasebacks. We also acquired our first Whole Foods in the previous quarter. Overall, we are focusing on obtaining the top grocers in the country with whom we have solid relationships.

Operator, Operator

And our next question here will come from Brad Heffern with RBC Capital Markets.

Brad Heffern, Analyst

I'm curious how much of the seller capitulation is just a final recognition that the world has changed and how much of it is more attributable to just the recent turmoil in the bank and financing markets?

Joey Agree, CEO

Yes, I believe none of this is particularly surprising given the recent turbulence in the banking sector. Sellers are finally coming to terms with the reality that waiting for a 1031 exchange or a private buyer willing to pay a premium just isn't feasible. Clearly, the comparative data has been lagging, but it seems that sellers are beginning to see more accurate comparisons. Conversations with brokers suggest that properties will be on the market for a while, and it's very unlikely for transactions to occur in the mid-5s or low 5s. There is a noticeable feeling of fatigue among sellers. However, this isn't a widespread issue; it represents just some cracks in the market. We are still guiding towards at least $1.2 billion this year. This is not a complete shift, but we have observed an increase in sellers stepping back, particularly over the past few weeks.

Brad Heffern, Analyst

Okay. I mean do you think that there will eventually be maybe more on the cap rate side that emerges from this bank stuff? I'm just thinking the market you guys compete in, 1031s with small boxes, like presumably many people would go to a bank to finance things like that. So do you think eventually it creates some sort of pressure?

Joey Agree, CEO

It certainly can't hurt. It certainly can't hurt. I think we've seen the 1031 market window to a fractional piece of what it was. Many of those purchases, if they weren't all cash, as you mentioned, relied upon the regional bank market for leverage. And so it certainly can't hurt. I'd tell you that it does put wind at the back of a potential expansion of cap rates here. But again, it really comes down to individual owners here and their willingness and/or decision to capitulate.

Peter Coughenour, CFO

Yes, I think that will ultimately depend, Brad, on the markets and what we see from a pricing perspective. As you mentioned, there's no near-term need for capital today. Our revolver has just under $200 million on it as of the end of the quarter. We have plenty of capacity there as well as the $360 million of outstanding forward equity. So in terms of accessing the capital markets for the remainder of the year, we'll continue to monitor them and be opportunistic in terms of how and when we access.

Operator, Operator

Our next question will come from Wes Golladay with Baird.

Wes Golladay, Analyst

How big can you get this development in the PCS program this year? And then can you give us an update on Bed Bath & Beyond, can you start any redevelopments there this year if you get any back?

Joey Agree, CEO

Yes. To the second question, the Bed Bath, we have the 3 Bed Bath locations paying an average of $9.50 or $9.40 a foot in the portfolio. We're extremely excited to get those back. We think we'll see a significant NOI lift from those opportunities and have tenants effectively ready to go. It really depends on when Bed Bath turns those stores over, whether or not redevelopments would be this year. I would anticipate most likely next year as Bed Bath continues to wind down through the liquidation process. I would also add, those leases could be acquired, right? Those leases could be acquired through the bankruptcy process, and then you'd have on the flip side, absolutely no gap in terms of rent. So we'll see how those play out, but there are 3 really great pieces of real estate with significant interest in predominantly off-price players. Your first question, what was it, Wes?

Wes Golladay, Analyst

Yes. I think you started five projects in the first quarter. How large could that get this year for starts?

Joey Agree, CEO

Going to get as big as it is large and as deep as opportunities make sense in today's environment. Again, duration equals risk; development has longer duration. So it has to be appropriate spreads that we think we're going to be remunerated appropriately. We will be selective on what we enter into from a development or Partner Capital Solutions platform just because of that duration risk and the unknown macro or cap rate interest rate environment that we're in. We're seeing a lot of projects. We're seeing a lot of opportunities on both fronts. We're working with a number of retailers on an organic front, but we want to make sure we don't get caught behind the eight ball here if we continue to see cap rate expansion and have shovels in the ground that are delivering 12 to 18 months from now.

Wes Golladay, Analyst

Got it. And then, just my final question. We talked in the past about the cost of debt being maybe higher than the cost of equity, especially on the short term. Is there a point where you just settle the forward equity early without acquisitions lined up and just pay down the line of credit?

Peter Coughenour, CFO

Yes, Wes, this is Peter. I think we continue to view the revolver as an effective tool for shorter-term borrowings, and we'll continue to utilize it throughout the year where appropriate. As you mentioned, we have $360 million of forward equity to fully backstop our current outstanding balance on the revolver. So we'll continue to monitor what makes the most sense in the context of revolver pricing in our pipeline and other capital markets opportunities available to us.

Operator, Operator

Our next question will come from Ki Bin Kim with Truist.

Ki Bin Kim, Analyst

So Joey, given that your portfolio has a significant investment-grade presence, what kind of cost of capital pressures are they feeling? And does that open up additional opportunities for you guys? And secondly, do you try to price your cap rates somewhat in lockstep if you see a rise in the cost of capital for your tenants?

Joey Agree, CEO

It's a great question. Sale-leaseback transactions can vary significantly or align closely with the unsecured debt of the respective retailers. This is a point that Peter often brings up when we evaluate potential transactions in this area. I can say that we are seeing increased opportunities. We completed several sale-leasebacks in the first quarter. Retailers are very aware of their capital costs, particularly their cost of debt. We have several transactions planned for Q2 and early Q3. This represents a significant opportunity for us, which I believe will be above our average volume for the year, assuming everything proceeds as expected, though that comes with some uncertainty. We are noticing an uptick in interest from our retail partners who are approaching us to explore the feasibility of sale-leasebacks, and they are considering this compared to their options for issuing unsecured debt.

Ki Bin Kim, Analyst

And what do the cap rates look like for the acquisitions you have in the pipeline? And second, at what price can you raise that at longer-term debt?

Joey Agree, CEO

I'll handle the first part, and then Peter can address the debt question. As it stands, Q2 will likely have a similar composition in terms of credit profile, with cap rates either being nominally higher or equal, depending on the timing of some closings. However, our Q2 pipeline is strong, which is why we increased our guidance, and it has accelerated significantly in the past week.

Peter Coughenour, CFO

And Ki Bin, in terms of our cost of debt today, we could price 10-year debt in roughly the mid-5s, which is relatively in line with what we discussed, I believe, on last quarter's call. But again, today, we don't have a near-term need for that capital.

Ki Bin Kim, Analyst

And if I can cheat here and ask a third question. So you did a deal with Kroger. Obviously, they have a joint venture with Ocado to build out their CFCs, the automated grocery distribution centers. Is that at all an opportunity you're looking at?

Joey Agree, CEO

No. We're going to stick to retail. Obviously, they've actually pared back the openings with Kroger Ocado, but we're going to stick to a single tenant retail here with dominant operators. So the 9 Kroger's added during the quarter, I believe it was 9, were all freestanding grocery stores.

Operator, Operator

And our next question will come from Ronald Kamdem with Morgan Stanley.

Ronald Kamdem, Analyst

Just a couple of quick ones. Just on the ground leases. I appreciate the commentary on selection on the acquisitions, but maybe can you talk specifically to the ground leases, what you're seeing there in terms of cap rate movements and opportunities?

Joey Agree, CEO

Yes. I think if anything, people have been more cognizant of ground leases. I've talked on previous calls about probably due to some of our fault and then safe recognition. Then the sell-side recognition, there's more attention paid to them. We acquired 2 during the quarter. There are a number of them in our pipeline. But I think people are generally speaking becoming more aware of the embedded value in the ground lease space. We were very fortunate to take advantage of it for a while, but we continue to find those select opportunities, whether they be blended extends, a really interesting one in California this quarter with a former seller. We'll continue to source those opportunities. But I do think there is more recognition of the embedded value in that space now.

Ronald Kamdem, Analyst

Got it. The second question is about the recent increase in acquisition guidance this quarter due to more seller capitulation. We understand that comment, but what needs to happen for acquisitions to return to 10% of enterprise value? Is it related to the macro environment? What are we waiting for to restart this engine, especially since you are currently in a strong position?

Joey Agree, CEO

$1.2 billion is more than 10% of EV for the year, right? I think that we're still at, call it, 12%-ish of enterprise value. I think what needs to happen is we need to see spreads adjust appropriately, whether the cost of debt comes in or cap rates rise or any of the cost of capital inputs give us a more favorable spread. And so again, the year is still fairly young. It can change any day here. We don't have visibility outside of the first couple of weeks, frankly, right now of Q3, with an average transaction taking 71 days. Our commitment has always been, as we see the pipeline materialize, we're going to keep market participants current. So that increasing guidance specifically reflects our Q2 pipeline and the beginning of Q3.

Operator, Operator

Our next question here will come from Tayo Okusanya with Credit Suisse.

Tayo Okusanya, Analyst

Yes. Good morning, everyone. Joe, you are clearly investment-grade, but many of your peers also engage in the non-investment-grade middle market area. I'm curious, are you surprised that you haven't seen more issues within that part of the tenant base? It seems interesting that despite discussions about credit being more difficult to obtain and concerns about a potential slowdown in consumer demand, credit across both investment-grade and non-investment-grade categories has remained quite strong.

Joey Agree, CEO

Well, I wouldn't tell you I'm surprised. I think we're seeing cracks that are publicly available. Whether that's Bed Bath & Beyond, Party City, Tuesday Morning, filing bankruptcy as public entities, whether it's the Burger King franchisees we've seen that have made the news, I think a lot of the challenges with the lack of transparency in the space relative to individual assets, credit, and then portfolio concentrations. And so I would tell you, the first step is always a rent concession or deferral. The second step is generally something more overt that's available to investors to see, if at all that pros up in, obviously, occupancy first. But I would tell you, we're very early on in this cycle. I continue to believe that we are seeing a post-COVID retail world that is rationalizing back to the pre-COVID world, which will involve more bankruptcies, more store rationalizations, and the cream rising to the top. Now, a lot of that is subject to obviously the macroeconomic outlook, and we don't have a crystal ball for the strength of the consumer. But we're starting to see cracks in the casual dining space. You'll see a lot of those assets currently flooding the market with some names that everybody is familiar with. I think the challenges have been obviously betting the news with their parent company. I think we're going to continue to see this, and it's not going to be a falling night unless something dramatic happened in the economy; it continues to demonstrate itself and reveal itself in correction. Now how you read through those cracks and what you think the potential outcomes are relative to the macroeconomic outlook, I think that is up to everybody's individual discernment.

Operator, Operator

And that concludes our question-and-answer session. I'd like to turn the conference back over to management for any closing remarks.

Joey Agree, CEO

Well, thank you, everybody, for joining us today. And we look forward to seeing you at the upcoming conferences, and we appreciate everybody's time.

Operator, Operator

Thank you very much for attending today's presentation. You may now disconnect your lines.