Good day, and welcome to Safety, Income and Growth's second quarter 2018 earnings conference call. If you should need any assistance during today's call, please press star zero. At this time, for opening remarks and introductions, I would like to turn the conference over to Jason Fooks, Vice President of Investor Relations and Marketing. Please go ahead, sir.
Good morning, everyone, and thank you for joining us today to review SAFE's second quarter 2018 earnings report. With me today are Jay Sugarman, Chairman and Chief Executive Officer, Andrew Richardson, Chief Financial Officer, Marcos Alvarado, our President and Chief Investment Officer. This morning, we plan to walk through a presentation that details our second quarter 2018 results. The corresponding presentation can be found on our website at safetyincomegrowth.com in the investor relations section. There'll be a replay of the conference call beginning at 1:00 P.M. Eastern Time today. Before I turn it over to Jay, let me point you to our forward-looking statements disclaimer on slide one. I'd like to remind everyone that statements made on our conference call which are not historical facts may be forward-looking.
SAFE's actual results may differ materially from these forward-looking statements, and the risk factors that could cause these differences are detailed on this slide, as well as in our SEC reports. SAFE disclaims any intent or obligation to update these forward-looking statements except as expressly required by law. With that, I'd like to turn the call over to our Chairman and CEO, Jay Sugarman. Jay?
Thanks, Jason. During the second quarter, we continued to focus on reinventing the ground lease industry. By developing a modern ground lease structure that eliminates the negative features found in old-fashioned ground leases, and by focusing on providing innovative capital solutions that are custom-tailored to meet our customers' needs, we've developed a powerful way for building owners to meaningfully enhance their returns and be more efficient than their competitors in deploying capital. Second quarter activity helped grow the portfolio another 7.5% and Value Bank another 6%, smaller deal sizes, longer lead times, and the unexpected exercise of a purchase option by a third party at 635 Madison Avenue kept total volume below our targets.
The mix of new and repeat customers feels good at this point. The pipeline of deals we are working on suggests larger future volumes, the education process remains a governor on growth until we can reach a critical mass of owners and advisors who have worked with us and seen the power of the SAFE ground lease to boost their returns and to help them execute their plans. We're also working on ways to deploy more resources and expand our outreach further and faster. I look forward to seeing the results of those initiatives in the coming quarters as we seek to reach the billion-dollar portfolio mark by year-end. With that, I'll turn it over to Andy to walk through the quarter in more detail. Andy?
Thank you, Jay. Good morning, everyone. My remarks this morning will refer to the slides from our earnings deck that we posted on our website today. Let me begin with slide three. For the second quarter 2018, net income was $0.09 per share, FFO was $0.22 per share. AFFO was $0.17 per share. Earnings this quarter included $1.5 million of income, or $0.08 per share, that was related to a cash termination fee we received after a third party exercised its purchase option on a New York City property that we put under contract in the second quarter. Turning to slide four, the main theme for the quarter is the continued investment activity as we put capital to work and expand our footprint by closing transactions with new and existing customers.
To that end, we saw sequential revenue growth of 12% from the first quarter of this year, with portfolio cash rent of $6.2 million for the second quarter. During the quarter, we closed four new ground leases totaling $44 million, which brings our portfolio to $631 million. Value Bank to $1.3 billion as of June 30th. Turning to slide five. We recently marked our one-year anniversary as a public company. Since the IPO, we have closed $291 million of ground leases and grown the portfolio by 86%. In addition, annualized cash rent increased by 69% to $29.4 million. Value Bank increased 188%. Slides six and seven present our income statement and a reconciliation of FFO and AFFO to GAAP net income. Slide eight contains a detailed breakdown of our G&A.
Note that even though iStar waived all management fees and reimbursable expenses during the second quarter, we still recorded the expense on our P&L, which is then offset with an increase to equity in a like amount. In the second quarter, net income and FFO included $1.3 million, or $0.07 per share, of expenses associated with these waived fees. Beginning in the third quarter, we will begin to pay iStar's management fees in stock and reimburse iStar for expenses in cash. Moving ahead to slide nine, you can see our dividend coverage. For the second quarter, we paid a $0.15 per share dividend, or $0.60 annualized. During the last four quarters, we generated $0.64 of AFFO per share, resulting in a payout ratio of 94%. As we continue to invest, we expect to be able to grow the dividend. Let's turn to our portfolio on slide 11.
Slide 11 provides metrics on the four ground leases we originated in the second quarter. We invested a total of $44 million during the quarter at a weighted average going-in cap rate of 4.25%. These ground leases have weighted average fixed annual rent escalations of 2%, and all four leases have CPI look-backs to provide periodic inflation protection. The investments also feature credit protection in line with our targets, with a weighted average ground rent to underlying property NOI coverage of 4.1 times, and our weighted average cost basis as a percentage of combined property value was 35.2%. Slide 12 highlights the deals we closed during the quarter. The Glenwood Pointe transaction is a new ground lease on two office buildings, 100 and 200 Glenwood Pointe, in the Central Perimeter sub-market of Atlanta, Georgia.
We are very pleased that this transaction marks the third time our client has utilized a SAFE ground lease solution and represents SAFE's fourth ground lease investment in Atlanta. This is an example of a transaction in which we offered our client a one-stop-shop solution, with iStar providing the leasehold financing alongside our ground lease. Promenade Crossing is a 212-unit garden-style multifamily community in Orlando, Florida, which utilized a SAFE ground lease along with a third-party leasehold financing. We remain enthusiastic about our continued ability to penetrate the multifamily sector, and our current investment pipeline reflects future growth in this property type. In June, SAFE announced that it originated two new ground leases on adjoining industrial properties adjacent to the Miami Airport Intermodal.
Properties were owned fee simple by iStar, who sold them as ground leases and leaseholds because the two separate transactions generated more proceeds than broker estimates of the fee simple valuation. This deal serves as a good example of our core thesis that bifurcating a property with a well-structured ground lease can create more value than a fee simple structure. On slides 13 and 14, you can see some details on the diversification in our portfolio. On slide 15, you can see some of the key metrics that we believe set our brand of ground leases apart from other investment opportunities in terms of safety and relative value. Just a few things that I would like to highlight. Our annualized cash rent, including percentage rent, is $29.4 million, or 4.7% current return on our basis. When you include straight-line rent, our annualized GAAP rent is $46.4 million.
All of our leases have some form of rent escalators embedded in their structure, such as fixed rent bumps, CPI-based bumps, percentage rent, or a combination of these. Of the leases with fixed bumps, the average annual bump is 1.8%. Safety derived from our ground leases is highlighted in the credit metrics shown on the bottom part of the slide. Annual cash flow of the properties sitting on top of our land covers our annual cash rent by 4.7 times, and our cost basis represents 33.4% of combined property value. Moving to slide 16, which presents our pipeline. As of last week, we had $620 million of deals in our pipeline, comprised of $480 million of transactions for which we are in discussions or negotiating term sheets with our clients, and $141 million of deals with signed LOIs. Slide 17 provides an update on our Value Bank.
As already discussed, Value Bank grew 6% during the second quarter to $1.3 billion, or $69 per share. Recall at the expiration of a ground lease, building and all improvements revert to SAFE. Since our initial investment was only the cost of the ground, value of the building less the historical purchase price of the land is what we refer to as Value Bank. CBRE provides appraisals on all of our properties annually. In effect, Value Bank tracks the embedded capital appreciation potential at lease maturity and will grow with every ground lease we acquire. On to slide 19. Let me discuss debt and leverage. Our debt is relatively straightforward. $227 million of long-term fixed rate debt due 2027, secured by our initial $340 million portfolio, and $71 million of asset-specific debt against our Hollywood investments.
We have a $300 million revolver, of which $10 million was drawn at the end of the quarter. Cash on hand, plus undrawn availability on the revolver, provided $122 million of equity liquidity at June 30th, representing over $300 million of buying power based on 2:1 leverage and revolver capacity. We continue to be conservatively levered at 0.8 times debt to equity, below our two times target, and our debt represents 16.3% of combined property value, below our 25% target. On slide 20, let me discuss our interest rate protection. Our policy is to put in place interest rate hedges when we originate investments to protect us from interest rate fluctuations. We have $227 million of long-term fixed rate financing.
We have $213 million of rate lock hedges covering the next 12 years associated with all of the investments we have closed that have not yet been leveraged with long-term fixed rate financing. SAFE had another strong quarter. The combination of continued deal flow and a sizable pipeline of diverse asset classes continue to make us optimistic about achieving our objective to reinvent the ground lease market. With that, I'll turn it back to Jay.
Thanks, Andy. We remain excited with the path we're on and the reception we're seeing from owners of properties who realize that investing capital in both the physical building and the land is very inefficient and materially drags down their target returns. By enabling an owner's capital to be highly focused and only required to fund a property's building component, Safehold ground lease maximizes owners' returns and enables them to reap the full benefit of the increased value they create. Logically, providing more efficient capital and unlocking higher returns for owners should fundamentally change the way real estate owners think about investing in real estate. Operator, let's go ahead and open it up for questions.
Thank you. Today's question and answer session will be conducted electronically. To ask a question, please press star one at this time. We will take as many questions as time permits. Once again, please press star one to ask a question. We will pause just a moment to assemble the roster. Your first question comes from the line of Collin Mings with Raymond James. Go ahead, your line is open.
Thank you. Good morning.
Morning.
First question from me. Clearly, there's been more execution thus far on the origination front compared to acquisitions over the last year. That said, are you seeing the flow of acquisition opportunities increase at all?
There's still deals coming to market. I would say it's spotty at best. When they do come, we do see them, and I would say that part of the business is going to be a relatively small part of the business and come in lumpy sort of fashion. We've been focused more on the origination side.
Okay. That's helpful, color. Just maybe along that theme of focusing more on originations and as you think about those opportunities, has the geographic focus evolved at all? The mix of some of the larger MSAs has declined, and now markets like Indianapolis are showing up on that pie chart. The various bucket is growing a little bit. Can you maybe just talk a little bit about if there's any evolution in the geographic focus of opportunities?
I think we're still targeting those top 25 markets, but we're following our customers where they're playing. The initial folks who have already worked with us and seen the power of the ground lease to unlock their returns are taking us into different markets that historically we've looked at, but weren't on our initial list in terms of the gateway cities. We think there's going to be a nice mix of both. Again, meeting the customer needs is going to drive this business, so we're going where they need us.
Okay. One last one for me, and I'll turn it over. Can you just maybe characterize what's in that entertainment bucket in terms of the opportunities you're looking at?
We don't want to go too deep into some of those things. Again, we look at the real estate, and we look at the valuation of the improvements and try to figure out where we're really getting real value. I think if you look historically at our net lease business, we have a pretty big practice in a couple areas. That's one of the things that we're trying to lever off of some of those relationships to find ground leases in.
Okay, fair enough. I'll turn it over. Thank you.
Your next question comes from the line of Tony Paolone with JPMorgan. Your line is open.
Okay, thanks. Good morning. I think 635 Madison was pretty sizable, and I think in the past you all have contemplated some other large transactions. Can you talk about just what your appetite and/or the pipeline looks like for some of the just much larger, chunkier deals?
Sure. Good morning. It's Marcos Alvarado. As Jay mentioned, the acquisition front is a little bit lumpy. If you look at our pipeline, I would say there's probably another $1 billion of transactions that don't show up in that $620 million number that we're pursuing. I think they are more difficult to execute, but we continue to pursue them. I would call them gateway markets, core assets, and we're optimistic that these quote unquote "whales" will hit over the coming quarters.
In the past, you talked about getting some traction with the multi-family and on the development side, given that you're able to structure these that fits sort of the Fannie/Freddie criteria. Any additional updates there or how that's coming along?
It's continuing to proceed really well. As we've discussed prior, both Fannie and Freddie have done leasehold financing behind us. Yesterday, a new client emailed me, and they saw that we had executed on a transaction on a deal that they had bid, and they said, "How did you guys do this?" It's that sort of feedback in the market that gives us a lot of excitement about the future potential in the multi-family space.
In terms of just, you talked about educating the market on a Safehold ground lease, when it comes down to it, they're pretty sophisticated counterparties. The structure you're offering would seemingly be pretty straightforward. Is it just competition from other sources of capital? Is it a cost matter? Is the proceeds just not quite interesting enough given a little bit of added complexity? What does it really come down to on these?
I wouldn't say that they're alternative capital, because I think the numbers are pretty compelling. I think one of the biggest challenges we faced and continue to face is, there's just a lot of skepticism from the negative history of what we call the old-fashioned ground lease market. Everybody's got a horror story. Everybody's got a negative story. When you really dig under the covers, almost every one of the issues that they're focused on are things we've eliminated from a SAFE ground lease. It's hard to fight against the ghost of past bad ground leases. You really have to do a very good job of sitting in front of somebody. As I mentioned, their advisors, their lawyers, their mortgage brokers, their sales broker advisors, all have some bad baggage from the past.
The numbers on their face are really compelling. I think we typically get a very good initial impression and then essentially lose that momentum as we go through the nitty-gritty, because people down the chain have not heard the pitch directly from us. They don't really understand how our ground leases are fundamentally different. They don't really understand that we have built our entire business as a customer business, not just as a capital business. We're really looking to help our customers make more money. This is not something that I think has ever been really existed in the marketplace before. It takes time to sit and walk all the parties that actually participate in these kinds of transactions. Once they're done, you're right, they're actually relatively straightforward. I think Andy mentioned we have a number of repeat customers coming back.
It's just getting through that trial phase. The adoption piece of it's actually been really good. When you have a trial problem, not an adoption problem, how do you solve that? Well, you put more boots on the ground. You get in front of more people in more places, you just tell the story to all the people who need to hear it. That's taking time, it takes up a lot of our internal resources, we think we're planting the seeds farther and more deeply each time we do a deal. Each time, actually, we don't even get a deal done, more people actually see what we're talking about and can start to articulate. Actually, this is very different than the ground leases most of us are thinking about or have seen in our past.
The business they're running is actually a long-term customer-focused business. They're very good at figuring out how to solve problems and needs. This is something that if you do once with us, you're going to find you want to do it again and again.
Okay. Just last question on overhead. When we look at get the management fee and the reimbursables, the public company and other costs, the million and a quarter this quarter, where do you expect that to be on just a run rate basis going forward?
I think that's a pretty good run rate for that number. As you know, some of those fees will grow just as our equity capital base grows, the management fee. The public company costs should stay relatively stable.
Okay. Thank you.
Your next question comes from the line of Rich Anderson with Mizuho. Your line is open.
When you think about how you're growing right now and kind of juxtapose that with the growth profile of the company, should we kind of think of the acquisitions as kind of a zero-sum game for now, and that the growth comes from the escalators in sort of the second year of ownership? Or is there some small kind of accretion that you see that you're getting at the point of the investment as well?
I think there's two things in there. One, we're continuing to create and explore ways to create new ground leases. We're seeing ways to open and unlock value for owners in ways that are continued to expand from where we just started, which was, hey, we can buy these, and we can create them. There's a panoply of ways to really unlock that value, and you'll see us use all the tools we can to create these new ground leases. I think we see the ability to jump step the portfolio in a number of different ways. In terms of the value creation, it is a function of two things. One, we think as we build a portfolio, people will start to understand the characteristics of the two components better. The income stream that is a long-term compounding growing income stream that should beat inflation nicely.
This embedded long-term ownership position in high-quality real estate where you've got these really talented owner operators owning the leasehold, committing their capital to try to improve the value of that leasehold property. Those two dynamics, I think, have been undervalued, frankly, because there hasn't really been a portfolio with the visibility we're providing. We're telling you what Value Bank is. We're showing you how the cash stream dynamics are, the bump structures, some of the things that when you have a large diversified portfolio, you can start doing some interesting liability management off of those. I think we're still early days right now. In terms of each time we do a deal, we do think value's being created in both of those areas. In the rent stream component, we think we're creating value, and obviously in Value Bank, we think we're building something quite unique.
Okay. As we're in the midst of at least a questionable interest rate environment, do you sense that there's incremental interest in your land lease or ground lease product as an alternative to debt financing? Is that something that's come up in conversation?
I think that is one of the things owners look at, is how can they lock in the things that they don't control, and really let themselves focus on the things they do well, which are designing, managing, building, constructing, leasing, marketing. Taking the interest rate equation out of it for them with these long-term, relatively constant ground rent on a big chunk of their capital, is a powerful tool. It reduces the uncertainty on quote-unquote, the interest rate. It also takes a big chunk of term maturity risk off the table.
Right.
You get two benefits, two uncertainties that go away.
I understand that in theory, but is it increasingly part of the dialogue as you try to unearth, pun intended, I guess, new deals?
I would say two things. One, when interest rates get more volatile, yes, it moves up in the hierarchy of things people are talking about. I think ultimately, we're trying to make sure people understand that, as the whole complex of costs go up and down, the benefits of what we're doing, it's not like it's a 10 or 15-basis point move changes those dynamics. Yes, if their alternative costs go up, it makes it even easier to have the conversation. We try to stress all the other benefits as well. It's not just a short-term interest rate arbitrage opportunity.
Got you. In terms of the cost basis as a percentage of CPV at 33%, is there any reason why that will settle out at some other number? Or is that kind of the target that you're thinking about long-term for SAFE?
Yeah. I think we said in the past that we try to be pretty scientific about where is the optimal place in the cap stack. I think in the gateway urban core cities, it can be a little higher. In some of the other top 25 markets, it should be a little bit lower. It seems to have settled out in that, 35-ish% range. If you had a strong quarter where you had a very large number of the urban deals, it might be a little higher. If it was in the rest of the top 25 markets, it'd probably be a little bit lower.
Right. Okay. Last question. As far as the G&A kind of shift now to SAFE actually paying iStar for their services in the form of stock, not much changes to the income statement, except now one should maybe assume, or not maybe, you should assume some incremental share issuance on a quarter-by-quarter basis. Otherwise, the P&L should not change much. Is that correct in the way I'm thinking about it?
That's absolutely correct.
Okay, thank you.
Your next question comes from the line of John Massocca with Ladenburg Thalmann. Your line is open.
Good morning, everyone.
Morning.
Kind of roughly speaking, what portion of the opportunities in the pipeline are deals that involve iStar, either in some capacity of providing some other type of financing to the tenant or being involved in the leasehold, either selling it or being the owner of it?
Yeah. I think we have kind of said we will eat our own cooking, which is when we sell something, we want to see the dynamics between a fee, a process, and a bifurcated ground lease and leasehold process. Part of our initial activity in that area has been both for our own purposes, but ultimately it's because we think it's creating more value. iStar has announced that it's moving through its legacy portfolio and selling. That will come to an end at some point. We have been doing a lot of R&D work to try to understand why is it that people have not done this bifurcation, and what we're seeing is there's no reason they shouldn't. The debt markets function, the cap rate markets function. With a properly structured ground lease, value can be created.
We're continually refining how to make that process as smooth and as efficient. The best way to do that is test it on our own properties, and that's been very effective, both in giving us the information we need to get better and better, but also to create more value for the leasehold buyers and for iStar as a seller.
It would be kind of safe to assume that the majority of the portfolio doesn't involve iStar in any way?
No. We're not looking at that as a core business. That really has helped to get us off the ground to see all the pieces of the puzzle. That's not a core piece of the pipeline.
Understood. Then, within the multifamily section of the pipeline, are you seeing more kind of garden-style type properties in the pipeline, all kind of the deal you closed in 2Q 2018, or has it been more of the traditional kind of CBD-located properties?
Yeah, I think as Marcos said, we continue to play in both places, and it's obviously the CBD stuff is much, much larger. In the quarters where we do land some of those, you'll see a decided shift towards the urban cores. The flow business, where our customers are taking us, we are seeing some guys in the multifamily space get very excited about working with us. Again, we're trying to stick to those top 25 markets, the NFL cities. We won't go much beyond that because we just don't have the capacity to help them there. In markets that we think are still a top 25, NFL-like, growing dynamics, good real estate characteristics, we think the multifamily space is pretty ripe.
Understood. That's it for me. Thank you very much.
Your next question comes from the line of Joshua Dennerlein with Bank of America. Your line is open.
Hey, Josh.
How are ground leases, are they more or less popular as interest rates rise? I'm just trying to think about how the pipeline will change as interest rates go up and maybe the economics for partners.
Yeah, I think the natural answer would be, yeah, they get more attractive, it actually hasn't been on the top of the two or three reasons why they're happening or not happening in situations. I think the economics of ground leases are compelling, if you understand that we, SAFE, are in the business of enhancing returns and trying to help make sure that the ground lease is a additive piece of the puzzle and won't detract from the return profile for that leasehold owner. That's where we spend most of our time focused on that. We are responsive to interest rates, we will continue to have an advantage whether rates are up or down or sideways. Ultimately, the economic case for us is to be a better, more efficient way to deploy capital. We're never gonna create a higher-cost option for our customers.
It's always a lower, better, less-risk option. As interest rates move around, so do cap rates on ground leases. We will stay inside that umbrella. I think the main drivers of the business are getting people to understand that it is a value-enhancing tool. We are a business that is focused on building long-term customer relationships. We are a lender. We are an owner, operator, and seller of real estate, we've pressure tested this idea on our own portfolio to make sure that the lending community gets and likes what we're providing, that the cap rate buyers out there like and accept that a ground lease is a value-enhancing tool, not a negative. That's where we have to spend most of the time. When they look at the actual economics, it's a pretty one-sided competition. We almost always have better economics than their fee-based alternatives.
I guess to further that question, if there was, like, 100-point rise in interest rates, what do you think happens to the ground lease cap rates that you would see in the market or that you're underwriting to?
Yeah, they'll definitely go up. We have to finance our purchases, our ground leases as well. We will be trying to maintain the same sort of margins in our business. If you start with an umbrella that we are inside of and that umbrella moves up 100 basis points, we will move up as well, but maintain that differential, so we remain a better-than-market alternative.
Okay. On your repeat versus new users of ground leases, what % of your overall acquisitions since IPO have been from repeat customers versus new users?
Yeah, I think volume-wise, it's been about a third of the business. We are following our customers closely now. We see the pipeline with them growing. It could be as much as half the business, we think, but again, it's not by volume. I think that's not a good metric. It's by number of deals, because right now the repeat customers tend to be on the smaller side. We haven't built a repeat customer in an urban core situation yet. That obviously will, from a dollar standpoint, materially shift the balance.
Okay, thanks. I yield the floor.
Mr. Fooks, we have no further questions at this time.
Thank you. Thanks everyone for joining us this morning. If you have any additional questions on today's earnings release, please feel free to contact me directly. Operator, would you please give the conference call replay instructions once again? Thanks.
Certainly. Ladies and gentlemen, please note that a replay of this call will be available beginning today at 1:00 P.M. Eastern Time. You may access this replay by dialing 1-855-859-2056 and referencing code 9168977. Thank you. This concludes today's conference call. You may now disconnect.