Earnings Call: Q3 2019

Nov 7, 2019

Good day, ladies and gentlemen, and welcome to the Essential Properties Realty Trust Third Quarter 2019 Financial Results Call. After the presentation, there will be a question and answer session. At this time, it's my pleasure to turn the floor over to Mr. Dan Donlin, Senior Vice President, Capital Markets. Sir, the floor is yours. Thank you, operator, and good morning, everyone. We appreciate you joining us today for Essential Properties' Q3 2019 conference call. Here with me today to discuss our Q3 results are Pete Mavoides, our President and CEO Greg Seibert, our COO and Hillary Hai, our CFO. During this conference call, we will make certain statements that may be considered forward looking statements under federal securities laws. The company's actual future results may differ significantly from the matters discussed in these forward looking statements, and we may not release revisions to these forward looking statements to reflect changes after the statements were made. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail on the company's filings with the SEC and in yesterday's earnings press release. Before I turn the call over to Pete, I would note that our 10 Q and Q3 supplemental are available on the Investor Relations section of our website. Pete, please go ahead. Thanks, Dan, and thank you to everyone who has joined us today for your interest in Essential Properties. We are pleased to report the strong results of our Q3, which was the Q1 that we could report comparable per share results. Consistent with our recent quarters, the 3rd quarter saw solid portfolio performance with same store rental growth of 1.7%. Accretive investment activity with $174,000,000 invested at initial cap rate of 7.5 dollars and active capital markets activity with Eldridge fully exiting their position and the creation of our ATM program. With all that in mind, we reported 3rd quarter AFFO per share of 0 point over last year. This impressive growth was achieved on a near leverage neutral basis as our net debt to annualized adjusted EBITDAre was 4.8x@quarterend versus 4.7x a year ago. We anticipate our freshly underwritten and newly vintage portfolio to remain healthy. Our focused and disciplined investment pipeline to continue to generate accretive and attractive investment opportunities and the capital markets to offer multiple sources of oil price capital. Based on these assumptions, we are providing 2020 AFFO per share guidance of $1.27 to 1 $0.30 which implies a 13% increase at the midpoint compared to our updated 2019 guidance. We believe this growth, coupled with our well covered dividend yield of 3.6% and our commitment to prudently managing our balance sheet and portfolio risks offer a compelling total return opportunity. Turning to the Q3 and starting with the portfolio. As of September 30, we had investments in 9 17 properties that were 100 percent leased to 199 tenants operating in 16 distinct industries. Our weighted average lease term was 14.4 years. More importantly though, only 3.1% of our ABR expires prior to 2024. Our same store portfolio, which represents 60% of our ABR at quarter end, experienced contractual cash rent growth of 1.7% and contractual cash NOI growth of 1.6% quarter over quarter. As we have mentioned in the past, when coupling our contractual rent growth with expiring leases and potential credit losses, we expect our same store portfolio to grow at approximately 1.5% per annum. So we were pleased to exceed that threshold again this quarter. From a Tenant Health perspective, our portfolio has a weighted average rent coverage ratio of 2.9 times with 73.4 percent of our ABR having rent coverage ratio of 2 times or better. Looking out over the next 8 years, less than 1% of our leases that expire have unit level rent coverage below 1.5x, which we believe indicates a high likelihood of lease renewal at expiration. Additionally, only 2.1% of our tenants have both an implied credit rating lower than B per Moody's risk calc and unit level coverage ratio below 1.5x, which represents a very manageable number of tenants and properties with elevated risk characteristics. Our 3rd quarter investment activity was robust. We invested 174,000,000 dollars at a weighted average initial cap rate of 7.5%, which was up 20 basis points sequentially, representing a very attractive spread to our cost of capital. Approximately 88% of our 3rd quarter investments came from directly originated sale leasebacks or mortgage loans, and 100% are required to provide us with corporate and unit level financial reporting on a regular basis. As we have mentioned in the past, we believe directly originated sale leaseback investments afford an opportunity to generate attractive risk adjusted returns by delivering capital to a tenant need and structuring investments on our lease form with our preferred terms. On the disposition front, in an effort to proactively mitigate risks and exposures, we sold 10 properties during the quarter, including one vacant, for $19,500,000 in total net proceeds. As we look out to the balance of the year, we remain focused on growing our portfolio through the origination of sale leaseback transactions with middle market tenants in our targeted industries, and we anticipate our level of investment activity to be consistent with our historical averages with cap rates in the low to mid-seven percent range. And with that, I'd like to turn it over to Hillary, our CFO, who will take you through the financials for the Q3. Thank you, Pete, and good morning, everyone. Starting with the balance sheet, we ended the quarter with $1,900,000,000 in total undepreciated assets and $666,000,000 of total debt, including $311,000,000 of master funding notes, a $200,000,000 of unsecured term loan and $155,000,000 outstanding on our $400,000,000 unsecured revolving credit facility. We have no major debt maturities coming due until 2024 and our net debt to annualized adjusted EBITDAre was 4.8x@quarterend, which gives us capacity to continue to execute on our external growth strategy while managing within our targeted leverage range. Lastly, earlier this week, we received a BBB- credit rating from Fitch Rating Services, which should further broaden our access to capital as an investment grade rated company. Moving on to our capital markets activities. During August, we established a $200,000,000 ATM program. In the last 6 weeks of the quarter, we used the ATM program to sell over 3,300,000 shares of common stock at an average price of $22.42 per share, raising gross proceeds of $75,000,000 To date, in the Q4, we have sold over 1,300,000 shares under the ATM at an average price of 24 $0.05 raising gross proceeds of $32,700,000 Given the granularity of our quarterly investment activity, we view the ATM as a highly efficient tool to raise equity and proactively manage our balance sheet. Turning to the income statement. Our 3rd quarter NAREIT defined funds from operations or FFO was $21,100,000 or $0.27 per diluted share. Core funds from operations or core FFO was $23,900,000 or $0.31 per diluted share and adjusted funds from operation or AFFO was 22.8 $1,000,000 or $0.29 per diluted share. Of note in the quarter, we incurred $2,700,000 of non recurring costs and charges in connection with both the Eldridge secondary offering in July and the potential settlement of an ongoing litigation. When excluding these one time items from G and A this quarter, our G and A as a percentage of total revenues was 13.2%, which is down 60 basis points versus our average over the 4 over the prior 4 quarters. Going forward, we continue to expect our G and A to scale as our asset base grows. Turning to guidance. We are raising our 2019 AFFO per share guidance by 0.02 we are introducing a 2020 AFFO per share guidance range of $1.27 to $1.30 which implies approximately 13 percent growth at the midpoint of both ranges. We believe AFFO is the most relevant earnings metric as it closely approximates our recurring cash flow per share. As we have stated in the past, our historical net investment activity, which we provide in our supplement on a trailing 8 quarter basis, is a good goalpost for our future investment potential. With that, I'll turn the call over to our COO, Greg Seibert. Thanks, Hillary. During the quarter, we invested $174,000,000 in the 28 transactions and 139 properties at a weighted average cash cap rate of 7.5%. These investments were made within 10 of our 16 targeted industries with quick service restaurants or QSRs representing nearly 30% of our investment activity in the 3rd quarter. The weighted average lease term of these properties was 16.6 years. The weighted average annual rent escalation was 1.5 percent, the weighted average unit level coverage was 3.2 times and our average investment per property is $1,200,000 Consistent with our investment strategy, approximately 88% of our 3rd quarter investments were originated through direct sale leasebacks and mortgage loans, which are subject to our lease form with ongoing financial reporting requirements and master lease provisions in most cases. In addition, due to the ongoing efforts of our origination team to expand our relationships with new operators and counterparties, 57% of our 3rd quarter investment activity was relationship based, which we define as transactions completed with operators, sponsors, advisors or brokers that senior management has done business with in the past. From an industry perspective, QSRs remain our largest industry at 14.4 percent of AVR followed by early childhood education and C stores at 11.5%, respectively, car washes at 10.2% and medical dental at 9%. Conversely, our home furnishings concentration is now just 4.2% of ABR, which is down 40 basis points quarter over quarter and we expect this trend to persist as we see better risk adjusted returns in other industries. In addition, we continue to proactively manage our casual dining concentration, which declined 90 basis points in the quarter through selective dispositions of underperforming locations in order to create capacity to invest in higher performing brands and properties while managing our concentrations. From a tenant concentration perspective, no tenant represented more than 4% of our ABR. Our top 10 tenancy represented 25.5 percent of our ABR at quarter end, which was down 250 basis points quarter over quarter. We expect our top ten concentration to decline further in the coming quarters as we continue to grow our exposures with existing tenants outside of our top ten and capitalize on newly developed tenant relationships. Subsequent to quarter end, Perkins, which today represents 1.4% of ABR, was purchased out of bankruptcy. As part of the bankruptcy process, we negotiated a new 20 year master lease in exchange for slightly lower rents. We are pleased to report our properties are now subject to a long term master lease with an experienced and well capitalized restaurant operator. Looking at the portfolio more broadly, approximately 93.5% of our AVR is derived from tenants that operate service oriented and experience based businesses, which has been a deliberate focus for Essential since we started investing over 3 years ago. We believe tenants in these industries and more importantly, real estate occupied by these tenants are more recession resistant and heavily insulated against e commerce pressures. Moving on to asset management, our portfolio remains healthy with a weighted average rent coverage ratio of 2.9 times and approximately 73.4 percent of our ABR having a rent coverage ratio of 2 times or better. In addition, with approximately 98% of our tenants required to report unit level financials to us, we have near real time transparency into the health of our tenancy, which is an important component to managing risk in our portfolio. Similarly, with an average unit investment per property of $2,000,000 our portfolio remains highly liquid from a sales perspective and readily fungible from a leasing standpoint. Turning to dispositions this quarter, we sold 10 properties from 5 different industries for $19,500,000 in net proceeds. Despite these dispositions being de risking sales, the 9 leased properties were sold for a blended cash cap rate of 6.7%. With that, I will turn it back to Pete for his concluding remarks. Thanks, Greg. Our portfolio remains in excellent shape with no vacancy, healthy coverage coupled with strong transparency, excellent property level liquidity and de minimis near term lease expiration. Our investment pipeline is full, our balance sheet is well positioned to fund our growth objectives, and we look forward to continuing to execute on our business plan. With that, operator, let's open the call up for questions. Thank you. And we'll take our first question from Christy McElroy with Citi. Hi, guys. This is Parekhuni on for Christy. Just wanted to sort of understand, with your team's access to capital being relatively easier than it's ever been and overall a very strong pipeline in terms of opportunities in the deal pipeline itself, how are you guys thinking about the likely pace of acquisitions moving into 2020? And should we expect volumes to be similar to as we've seen over the past few quarters, particularly in Q2 and Q3? Sure. As I've said in the past, the way we invest is very granular, takes a lot of work, a lot of investment in single assets and direct negotiations of transactions. And as a result, really the constraint on investment activity really becomes staffing and infrastructure and we've staffed and organized this organization to transact at our current level. For the past 3 years, we've invested approximately 500,000,000 dollars and we would anticipate given our staffing and our organization to be able to do that going forward. These last two quarters were somewhat elevated as we found some larger transactions to transact on, but I wouldn't anticipate that to be indicative of a higher run rate. Thanks. And then just another question real quick. We had noticed a sequential pickup in terms of notes receivable. Can you guys just talk about sort of what drove that increase? Sure. During the quarter, we did a couple of loans with some of our existing tenants. In general, we'll do loans from time to time as an accommodation to our tenants. Typically, we structure those loans to have similar characteristics to our sale leaseback transactions. It's not going to be a big part of our business, but it will be a small part. Okay. And just a quick follow-up then. I'm just curious, what sort of industry verticals did you guys, particularly during the quarter, sort of write those loans with? We did a loan in this past quarter in the quick serve restaurant industry as well as the childcare industry. Okay. Thank you. Thank you. We'll take our next question from Ki Bin Kim with SunTrust. Good morning. This is Aleksey Sinikhov filling in for Ki Bin. A couple of questions related to tenant credit profiles. Well, first of all, you mentioned that Perkins today stands at 1.4% of your total ABR. I just want to clarify, is that the same 12 stores that you had last quarter or has that store count changed? And maybe if you can disclose a number around the differential between the old rent and the new rent? Like is it 10% lower, 20% lower? Thanks. Sure. Without getting too into the specifics of that lease renegotiation, the rent is the rent concession we ended up giving the tenant is less than 10 percent. And that 1.4 percent represents 11 assets and that we sold an asset during the quarter. And then recall, you have both the numerator and the denominator moving around. But at the end of the day, it was in our view, a very reasonable rent concession to get a much stronger, longer duration lease with an emerging tenant that we have good confidence in. Okay, great. Thanks for that color. And then my second question relates to Town Sports International. Maybe you can give some color around what the status of the tenant is and what percentage of ABR the tenant is? I know it was within the top 10 tenants last quarter, but it looks like it's no longer in the top 10 this quarter. Yes. The guys are digging up the exact percentage now. Clearly, Town Sports is a public company, so I think people can form their own view on the credit and what's going on there. As we said in the past, they have their challenges and those challenges are very public. From a credit perspective, we did a deal with Latitude Fitness, which was a 4 unit operator. We did a 3 unit sale leaseback, which was a master lease that was subsequently acquired by Town Sports. So we kind of bought into the Town Sports. And we remain confident in the assets that we bought and the coverage of our master lease. And as we sit today, that town sports is just around 2% and just out of our top 10. I see. Are you noticing any kind of slippage in rent coverage on those former Latitude Fitness stores? No, they remain stable and healthy. Okay. And just to clarify, was that part of the original GE seed portfolio or was that underwritten after that? That was a sale leaseback that we originated subsequent to GE. Okay, great. Thank you so much for that. That's it. Thank you. We'll take our next question from Brian Hawthorne with RBC Capital Markets. Hi. I have a question on Lady Bird's. Was that a tenant that you had owned an individual property with and then added more assets into? Or is this a brand new relationship? Greg, why don't you tackle that relationship? Sure. We had some Ladybirds. We've had them in our portfolio for some time. So this was an incremental addition to assets we already owned. It's someone that we've known about 10 years and have done business with in the past. So again, it's a long standing relationship. And this past quarter was just an incremental addition to prior assets we had done in past years. Okay. And then are these properties all part of a master trust or master lease? They're master lease structure, not a master trust. Yes, master trust would be our standardization, right, but they're master lease assets. Right. Okay, great. And then one other one on competition. Are you guys seeing any increased competition out there from the other triple net REITs? We've seen kind of all of them raise investment guidance this year throughout the year. Sure. I think as you go through earnings seasons, it seems like everyone has had a heightened investment activity and that certainly results in increased competition at the margin. During the quarter, 88% of our deals were direct sale leasebacks and 67% of our deals were deals with people that we've dealt with in the past. And so we believe we have a good set of relationships and a well differentiated investment model that allows us to still generate attractive risk adjusted returns. But the improving cost of capital across the sector, not only public and but private, is driving some incremental competition certainly. Okay. Thank you. Thank you. We'll take our next question from Sam Choe with Credit Suisse. Hi, guys. So I know you guys like tightened the guidance for 2019, but just wanted to get some color on what you've seen in the October investment pacing? Sure. I would say in our 10 Q that we filed last night, we reported subsequent events which updates our investment activity through November 6 and kind of quarter to date, we've invested $74,100,000 Great. Okay. That's great. And then I think, Greg mentioned that there was some capital rotation away from the casual dining space. I'm assuming that was more location specific, but just wondering if there was anything general that you saw. Yes. I think and this may be a bit nuance, but Greg's commentary was more around rotation within the casual dining space and rotating from operators and concepts that weren't performing up to our expectations to free up capital to invest with guys that are relatively performing better. And that's always the case. And that could be that can be as it relates to brands within our portfolio or with specific operators. But one of the things we like about casual dining is that the properties tend to be very liquid and allow us to fine tune the portfolio to be able to move out of guys that aren't performing up to expectations and redeploy into sites where people are performing well. Awesome color. Thank you. We'll take our next question from Sheila McGrath with Evercore ISI. Yes, good morning. Acquisitions in the quarter had the lowest average investment per unit. I guess there were a lot of units, 139. Just wondering if there was one transaction, with multiple units bringing that average lower. Yes, there was a that loan we did in the quick serve restaurant space really brought that down. I think absent that loan, we would have been closer to our historical average of call it $2,000,000 Sheila. And the loan, is it similar yield as acquisitions or how should we think about pricing of that? Yes, you should consistent with my earlier comments around our loan program is that we seek to create an economic profile similar to our sale leaseback investments and do loans solely as an accommodation to certain tenants. And so it's generally consistent with where we're deploying capital regardless of structure. Okay, thanks. And then guidance on 2020 looks pretty attractive growth. Can you remind us what how you think about the dividend? Are you targeting an AFFO payout ratio? Or just remind us how we should think about dividend growth? Yes, I think what we've generally said is that the Board will evaluate it quarterly, probably look to adjust it biannually and that we would endeavor to maintain a payout ratio in the 70% range. Okay. Thank you. Thanks, Sheila. We'll take our next question from Alan Wai with Goldman Sachs. Alan, please check your mute button. All right. Moving on, we'll go next to John Massocca with Ladenburg Thalmann. So I guess maybe touching again on the QSR properties you acquired in 3Q 'nineteen, could you maybe provide some color on the mix of restaurant properties in terms of franchisee versus corporate credit? And then maybe national versus kind of regional brands? Just any kind of general color there would be helpful. As I said, a good chunk of it was the loan that we did, but it was generally, I would say, largely national brands with the franchisor, probably the majority of it. Okay. That makes sense. And then can you maybe provide some additional color on dispositions in the quarter, specifically the 6.7% cap rate on the disposition of assets with 1.1x coverage just seems pretty attractive, but it's a small sample size. So were there any kind of characteristics of those properties that made that possible? And don't think you're going to repeat those numbers exactly maybe going forward, but that made this kind of a little bit of an outlier? Yes. Listen, John, and I think we provide pretty good disclosure on our quarter over quarter disposition activity. Looking at our disposition list, there were 5 casual dining restaurants, 2 car washes, 1 childcare and 1 auto service, with a range of cap rates from 6.5 up to 7.1. As you think of as we think about it, if you get your basis right and you have an attractively priced piece of real estate from a basis perspective, investors are willing to pay for that. And so coverage is an important metric, but having the appropriate basis in a piece of real estate is equally appropriate. And if you have a low basis, people are willing to buy that. So there's nothing specialized in terms of like a redevelopment opportunity or a repositioning of a property that maybe someone found attractive? No, no outliers, as I said. It's across all our across those four industries with a range of a low of 6.5% and high of 7.1%. So it was nothing kind of driving that. Okay. And then you mentioned the car washes you sold in the quarter. Was that driven by a view on the industry or the tenant? It looks like they were both Zips or is it just property specific? We continue to like the car wash industry. Start there. We continue to like Zips. It's a top 10 tenant and they've done a great job of operating their business and growing their business. From time to time, we will sell exposure, surely to create capacity to continue to invest with our tenants that are growing. And so, it's an opportunistic sale to kind of free up some capacity. All right. That's it for me. Thank you very much. Thanks, John. We appreciate it. We'll go next to Caitlin Burrows with Goldman Sachs. Hey, it's Alan Wai on for Caitlin. Sorry about that earlier, we're facing some technology issues. So on your acquisition cap rates, 8.2% this quarter is down a bit from last year in the mid-8s. I was wondering why there's been a decline in cap rates and do you expect this downward trend to continue into 2020? Yes, listen, and I would say, our cap rates over the last eight quarters really have ranged from a 7.8 down to a 7.3 and last quarter was a 7.5. I think you're quoting more GAAP cap rates which incorporate the escalations and they've ranged in a pretty tight band from 8.1 to 8.7. Clearly, there's been multiple expansion in the space as well as the 10 year treasury has moved materially. As we've said in the past, you should expect us to transact in the low to mid-seven range on a cash cap rate basis. And I would say that movement in any given quarter is more a reflection of the individual deals that we do during a quarter and the industries and the tenancies than the macro trend. Thanks. That's helpful. Because of your exposure to non investment grade tenants, we've gotten some feedback from investors who are concerned with the risk in your portfolio in case of a downturn. Could you go through some of the more important aspects of your strategy that might potentially mitigate this perceived risk? Yes. And I can take about an hour doing that. We firmly believe that our non rated strategy of originating direct directly originated sale leasebacks on our lease form offers a more compelling risk return investment and the mitigants of not investing with investment grade tenants are really reflected in our unit level coverage and the disclosure we provide around that in our supplement is pretty robust and compelling in our view. It's also reflected in the fact that we get unit level profit and loss statements for 98% of our portfolio. It's reflected in the fact that nearly 70% of our portfolio is lease subject to master lease provisions where we're able to mitigate individual site risks and couple sites together. And it's also reflected in the fact that we're buying in the mid 7.5% range, which 1 provides a margin for safety, but 2 allows us to have an entry point into the real estate that isn't inflated and have a better basis in our properties to the extent that some of these credits have issues. But we are firm believers that investment grade tenancy does not equate to a more safe investment. Thank you very much. And at this time, there are no further questions left in the queue. Mr. Mavoides, I'd like turn the call back over to Hugh for any closing comments. Great. Well, we're really happy about the quarter we just reported. We're excited for 2020 as reflected in our guidance, which we believe to be compelling. And we're looking forward to meeting with investors at the upcoming NAREIT. So thank you all for your time today. Ladies and gentlemen, this does conclude today's teleconference. We appreciate your participation. You may disconnect at this time and have a great day.