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Earnings Call: Q4 2018

Feb 27, 2019

Operator

Everyone, welcome to the Getty Realty's Earnings Conference Call for the Fourth Quarter and Year-End 2018. This call is being recorded. Prior to starting the call, Joshua Dicker, Executive Vice President, General Counsel, and Secretary of the company will read a safe harbor statement and provide information about our non-GAAP financial measures. Please go ahead, Mr. Dicker.

Joshua Dicker
Executive VP, General Counsel, and Secretary, Getty Realty

Thank you. I would like to thank you all for joining us for Getty Realty's Fourth Quarter and Year-End Earnings Conference Call. Yesterday afternoon, the company released its financial results for the quarter and year ended December 31, 2018. Form 8-K and earnings release are available in the investor relations section of our website at gettyrealty.com. Certain statements made in the course of this call are not based on historical information and may constitute forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to trends, events, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Examples of forward-looking statements include our 2019 guidance and may also include statements made by management in their remarks and in response to questions, including regarding future company operations, future financial performance, and the company's acquisition or redevelopment plans and opportunities.

We caution you that such statements reflect our best judgment based on factors currently known to us, and that actual events or results could differ materially. I refer you to the company's annual report on Form 10-K for the year ended December 31, 2017, subsequent quarterly reports filed on Form 10-Q, and other filings made with the SEC for a more detailed discussion of the risks and other factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements made today. You should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. The company undertakes no duty to update any forward-looking statement that may be made in the course of this call.

Also, please refer to our earnings release for a discussion of our use of non-GAAP financial measures, including our definition of adjusted funds from operations, or AFFO, and our reconciliation of those measures to net earnings. With that, let me turn the call over to Christopher Constant, our Chief Executive Officer.

Christopher Constant
President and CEO, Getty Realty

Thank you, Josh. Good morning, everyone, and welcome to our call for the fourth quarter and year end of 2018. With Josh and me on the call today are Mark Olear, our Chief Operating Officer, and Danion Fielding, our Chief Financial Officer. I will begin today's call by providing an overview of our fourth quarter and year-end 2018 performance, touch on our 2019 strategic objectives, then we'll pass the call to Mark to discuss our portfolio in more detail, then Daniel will discuss our financial results. Our fourth quarter 2018 results and business activities concluded another strong year for Getty. During the quarter, our portfolio continued to display the strength and stability that we expect from our long-term triple net leases. Just as important, we continued to execute on our growth strategies with the acquisition of two properties and the completion of three redevelopment projects.

We close out 2018 and look ahead to 2019, we continue to benefit from the overall health of the convenience and gas sector, we remain focused on creating shareholder value by executing on each of our stated growth initiatives, including realizing internal growth from our operating assets, enhancing our portfolio through accretive acquisitions, unlocking embedded value through selective redevelopments, all of which we further demonstrated throughout 2018. Turning to our results for the quarter, we continued to grow our revenue, net earnings, FFO and AFFO for the quarter as compared to the same period for the prior year. On a per-share basis, which takes into account our capital-raising activities during 2018, our quarterly AFFO per share was $0.43.

For the year ended 2018, we reported AFFO per share of $1.71, which was 3%, higher than our results for the prior year, which fell within our revised guidance range. I mentioned earlier, we continued to underwrite and acquire new properties during the quarter. For the year, our total investment was approximately $87 million. We acquired 41 high-quality convenience and gas and other automotive locations during the year. This demonstrates our proactive yet disciplined underwriting approach to grow our portfolio. Over the past two years, we have acquired 144 properties for an investment of approximately $300 million. Of note, we completed three portfolio transactions over this time and established relationships with new high-quality, growth-oriented tenants. Relationships such as these are one of the keys to our ongoing ability to source accretive growth opportunities.

An example, subsequent to our initial transaction with Applegreen in 2017, we partnered with them to acquire another portfolio in 2018. In addition, rent commenced on six redevelopments during 2018. These projects included new-to-industry convenience and gas, automotive retail, financial services, food service, and urgent care uses. This brings our total completed redevelopments to nine since commencing this program. We also maintain an attractive pipeline of both acquisition and redevelopment projects, which are scheduled to come online in 2019 and beyond. Utilizing the financial flexibility that we've worked hard to create, we were able to finance our growth in 2018 with a combination of debt and equity, including a 10-year unsecured debt private placement and measured use of our ATM program. We place a premium on being conservatively leveraged and are committed to maintaining a well-laddered, flexible capital structure as we look to grow the company.

Looking ahead, we remain committed to an active approach to managing our portfolio of net leased assets, expanding our portfolio through acquisitions in the convenience, gas, and auto-related sectors. Selective redevelopment projects. We are confident that we will be able to continue to successfully execute on our strategic objectives throughout 2019. We will continue to be focused on acquiring high-quality real estate and partnering with tenants who share our commitment to the growth and evolution of the convenience and gas, and other automotive-related sectors. This approach and focus on these critical components should result in driving additional shareholder value as we move through 2019 and beyond. With that, I will turn the call over to Mark Olear to discuss our portfolio and investment activities.

Mark Olear
COO, Getty Realty

Thank you, Chris. In terms of our investment activities, we had a productive year where we were able to both add high-quality convenience and gas, and other auto-related assets to the portfolio, as well as move redevelopment projects back into our net lease portfolio following rent commencement. During 2018, Getty's pipeline of potential transactions remained consistent with prior years' experience. For the year, we underwrote approximately $1 billion of opportunities, which met our initial screening process. The result of which was the acquisition of 41 properties for $78 million. The weighted average return exceeded 7.25%, and the weighted average initial lease term was 14.1 years. To review a few highlights of our investment activities, for the fourth quarter, we acquired 2 convenience and gas locations for $3.2 million, with an average initial return of more than 7.2%.

For the year, we further advanced our goal of diversifying our revenue by expanding our relationships with 3 tenants, Applegreen, Circle K, and GPM Investments, who display high-quality operations and strong credit quality. We also expanded the company's presence in the Southern U.S., primarily through our portfolio transaction with GPM, which had one-third of the sites in the Dallas-Fort Worth MSA, and through our second transaction with Applegreen, where all of these sites are located in the Columbia, South Carolina metropolitan market. The net result is that we are now represented in 30 states, plus Washington, D.C., and 60%, of our annualized base rent comes from the top 25 national MSAs. Overall, the pipeline of opportunities we are underwriting for convenience and gas and other automotive-use sites remains robust. Moving to our redevelopment platform.

For the year, we invested approximately $9 million in both our completed projects and sites which are in progress. As Chris mentioned, in the fourth quarter, we returned 3 redevelopment projects back to the net lease portfolio, bringing our total for rent commence projects to 6 in 2018 and 9 since the inception of this initiative. Specifically in November, rent commenced for a build-to-suit urgent care location leased to ConvenientMD in Massachusetts. Our total investment in the project was $2.1 million, and we expect to generate a return on our investment of more than 10%. In December, we funded the raise and rebuild of a convenience and gas site with our Global Partners on Long Island, New York. In this project, our total investment was $3.1 million, and we expect to generate a return on our investment of 7.5%.

In December, rent commenced on a project where we ground leased a site to a regional developer for a food service use. In this project, we invested $0.3 million, and we expect to generate a return on our investment of more than 20%. In terms of redevelopment projects, we ended the quarter with 13 signed leases. Of these redevelopment projects, six are on properties not currently included in our net lease portfolio, and seven are on properties which are included in our net lease portfolio. All of these projects are continuing to advance through the redevelopment process. We expect substantially all these projects will be completed over the next one to three years. In total, we have invested approximately $2.1 million in these 13 redevelopment projects in our pipeline, and we expect to have rent commencement at several sites during 2019.

On the capital spending side, we estimate that these 13 projects will require a total investment by Getty of $8.2 million and will generate incremental returns to the company in excess of where we can invest these funds in the acquisition markets today. For more detailed information on the redevelopment pipeline, please refer to page 14 of our investor presentation, which is found on our website. We remain committed to transforming selective sites in our portfolio and look forward to updating everyone as we make progress. Turning to dispositions, we sold 10 properties during 2018, realizing proceeds of approximately $7.2 million. The properties sold were vacant or returned to us by our tenants per the terms of their lease agreements. We expect the net financial impact of these dispositions will be minimal.

As we look ahead, we continue to selectively dispose of properties where we have made the determination that the property is no longer competitive as a gas convenience location and does not have redevelopment potential. As a result of all of our activity, we ended the year with 918 net leased properties, six active redevelopment sites, and nine vacant properties. Our weighted average lease term is approximately 10 years, and our overall occupancy, excluding active redevelopments, remains constant at 99%. With that, I turn the call over to Daniel.

Danion Fielding
CFO, Getty Realty

Thank you, Mark. For the fourth quarter, our total revenues and revenues from rental properties, which excludes tenant reimbursements and interest on notes and mortgages receivables, grew 3%, to $35.1 million and 5%, to $29.5 million respectively.

Our top-line growth continues to be driven by rent escalators in our leases, plus incremental growth from completed acquisitions and redevelopment projects. During the fourth quarter of 2018, property costs and environmental and G&A expenses collectively declined, primarily due to reductions in our environmental expense line item, which is highly variable quarter to quarter. For more information on specific expense movements, please refer to today's evening's release. Our FFO for the quarter was $20.3 million, or $0.49 per share, as compared to $20.2 million or $0.51 per share for the prior year's quarter. Our AFFO for the quarter was $17.6 million, or $0.43 per share, as compared to $17.3 million or $0.43 per share for the prior year's quarter. For the year ended 2018, our total revenues and revenues from rental properties grew by 13%, to $136.1 million and 15%, to $116.3 million respectively.

This growth stems from the escalators in our net leases and successful execution of both acquisitions and redevelopments. For the year ended 2018, our operating expenses increased. The primary driver for the increases was our environmental expense line item, which is highly variable. In addition, during the year, we experienced an increase in property costs due to pursuit costs for deals ultimately not completed. Our FFO for the year was $73.6 million, or $1.80 per share, as compared to $74.6 million or $2 per share for the prior year. Our AFFO for the year was $69.7 million or $1.71 per share, as compared to $62.0 million or $1.66 per share for the prior year. Turning to the balance sheet and our capital markets activities, we ended 2018 with $445 million of borrowings, which includes $120 million under our credit agreement and $325 million of long-term fixed rate debt.

Our weighted average borrowing cost is 5.1%. The weighted average maturity of our debt is five years, with 73%, of our debt being fixed rate, and our earliest debt maturity remains 2021. Our debt to total capitalization currently stands at 24%. Our debt to total asset value is 36%, and our net debt to EBITDA is a conservative four times. In addition, we utilized our at-the-market equity program during the quarter and issued $9.7 million of capital at an average price of $30.24 per share. For the year, we raised $31 million for our ATM program at an average price of $27.93 per share. Our environmental liability ended the quarter at $59.8 million, down $3.7 million for the year. For the quarter and year ended December 31st, 2018, the company's net environmental remediation spending was approximately $3.1 million and $9.9 million respectively.

Finally, we are introducing our 2019 AFFO per share guidance at a range of $1.71 to $1.75 per share. Our guidance does not assume any acquisition or capital markets activities, although it does reflect our expectation that we will continue to execute on our redevelopment, leasing, and disposition activities. Specific factors which impact our guidance this year include, one, our expectation that we will forgo rent when we capture properties for redevelopment. Two, our expectation that our cost of borrowings will increase in 2019. Three, the full year impact of the dilution associated with the company's 2018 capital raising activities. four, our expectation that we will remain active in pursuing acquisition and redevelopment, which could result in additional expenses for deals ultimately not completed. With that, I will turn the call back to Chris.

Christopher Constant
President and CEO, Getty Realty

That concludes our prepared remarks, so let me ask the operator to open the call for questions.

Operator

As a reminder, it is star one to ask a question. We'll take our first question from Craig Mailman with KeyBanc Capital Markets. Please go ahead, sir.

Craig Mailman
Director, KeyBanc Capital Markets

Hey, guys. Good morning.

Danion Fielding
CFO, Getty Realty

Morning.

Craig Mailman
Director, KeyBanc Capital Markets

Dan, anything else in guidance, any other big variances as we look year-to-year? Do you guys have any impact from the new lease accounting impact on G&A at all year-to-year?

Danion Fielding
CFO, Getty Realty

Craig, we're not expecting in our guidance a big impact on that at the moment.

Craig Mailman
Director, KeyBanc Capital Markets

Okay. Just bigger picture. I know acquisitions are a little bit more volatile for you guys. I know you guys are north of $200 million in 2017 and about $80 million in 2018. Just as you guys look at what's in the pipeline, the competitiveness of the market, do you think that 2019 could be more like 2018 or 2017 in terms of volume?

Christopher Constant
President and CEO, Getty Realty

Well, I think if you look at our track record of portfolio acquisitions and one-off acquisitions, we think we've been successful in executing both portfolio and one-off deals. Really, it's a matter of two factors, which is a lot of our activity has been driven by industry M&A and consolidation, and we expect that trend to continue. Secondly, we have an underwriting criteria which really places an emphasis on being in certain markets, and where those sites are located within those markets. Any transaction that we ultimately pursue has to fit its way into our underwriting model in order for us to move forward with it. Those are two things that I think will impact any deal that we look at sort of this year and beyond.

Craig Mailman
Director, KeyBanc Capital Markets

Maybe another way to ask it, the investment pipeline today, how does that look relative to maybe the beginning of last year?

Christopher Constant
President and CEO, Getty Realty

Yeah, Mark, I think it's consistent. I mean, we disclosed a year ago at this time that we underwrote $1.3 billion last year, and last year we underwrote $1 billion. A slight difference, but the volume of opportunities that we continue to see, which make it through our initial screen, is fairly consistent.

Craig Mailman
Director, KeyBanc Capital Markets

What are you guys seeing on the competitive side? How is that impacting yields that you're able to get in the market on acquisitions?

Christopher Constant
President and CEO, Getty Realty

Well, I think there's no doubt that there is definitely competition from other REITs and from other institutional real estate investors for convenience and gas assets. The sector is quite healthy, it is consolidating, you're seeing a lot more activity there. In general, our view is that pricing has been pretty disciplined across especially the public REIT market for our type of asset. I don't really think it impacts pricing on our side. I do think it does make the sector a little more crowded, just from a number of people looking at every deal.

Craig Mailman
Director, KeyBanc Capital Markets

Great. Thank you.

Christopher Constant
President and CEO, Getty Realty

You're welcome.

Operator

As a reminder, it is star one to ask a question. We'll take our next question from Mitch Germain with JMP Securities.

Mitch Germain
Managing Director, JMP Securities

I just want to follow up on Craig's question regarding the deal pipeline. More or less what deals you saw, 2017, I think you said $1.3 or so. Last year, one closed on a smaller amount in 2018. Did you guys make any sort of shift in your underwriting, just to account for the rate environment or where we sit in the cycle? Was there any kind of shift that you guys made personally that might have caused a smaller amount of acquisition activity?

Christopher Constant
President and CEO, Getty Realty

No, our model has been pretty consistent in terms of the way we value the real estate, the way we price transactions internally. I think really, it's an acquisition. Certain transactions closed and certain transactions that we really liked didn't close for various reasons. That's really the only thing that I would point to in terms of the delta between 2017 and 2018. We think we've been pretty consistent in terms of generating new activity, in terms of our underwriting model and our internal process, and we think we can continue to do that looking ahead. We think the volume of opportunities will be fairly consistent from where it was in 2017 and 2018.

Mitch Germain
Managing Director, JMP Securities

Got you. Any new players emerge? Obviously, you've got some big retail-focused funds, or I don't even know if we want to call them non-traded REIT's again, but that sort of product is certainly re-emerging again. Has the competitive environment changed in any way, shape, or form?

Christopher Constant
President and CEO, Getty Realty

Well, similar to my answer to Craig's question, the convenience and gas sector has definitely become, I hate to say it, but more mainstream in terms of the retail real estate landscape. The competition, I think, has been increasing over the last three to five years, and that is what it is, and we've been able to execute with more competition over the last several years.

Mitch Germain
Managing Director, JMP Securities

Has the tax reform made any shift to how some of the private owners are approaching some of the generational issues in terms of estate planning and whatnot?

Christopher Constant
President and CEO, Getty Realty

Yeah. I think if you look at some of the industry data that's out there is a immense amount of real estate that's owned by these companies or by families who have built up their businesses over time. A lot of the M&A activity or what we generally refer to as industry M&A activity, is driven by succession or estate planning and really a family or a small private business that's reached the end of their risk tolerance to continue to grow their business on their own balance sheet. There are large acquirers out there, many of which we've partnered with, who are seizing on that opportunity to grow their business and expand either within their region or nationally as a result of a family that's sort of looking to monetize or transition out of a business.

Mitch Germain
Managing Director, JMP Securities

Thank you.

Christopher Constant
President and CEO, Getty Realty

You're welcome.

Operator

We'll take our next question from John Massocca with Ladenburg Thalmann Financial Services.

John Massocca
VP, Ladenburg Thalmann

Morning.

Christopher Constant
President and CEO, Getty Realty

Hey, John.

John Massocca
VP, Ladenburg Thalmann

What drove kind of the decline in properties leased from third-party landlords? It came down by about three. I think of the owned ones, it kind of makes sense based on what you bought and what you sold. Was that movement maybe some landlords taking those properties back or maybe a transfer of those into you guys having full ownership of them?

Christopher Constant
President and CEO, Getty Realty

Sure. I'll answer the question in a few different ways, right? There are certain leased properties that we have acquired over time, where we want to eventually own the real estate, and we were able to come to an agreement with our landlord. The flip side to that is there's a number of leases where we're coming to the end of our term and either we were not able to buy the property, or we chose not to renew the lease for economic reasons, and we let the lease expire. Those are the two moving pieces with the lease portfolio.

John Massocca
VP, Ladenburg Thalmann

How many of those lease properties are coming to that kind of decision, in the next maybe one to two years?

Christopher Constant
President and CEO, Getty Realty

Yeah. The schedule is in the 10-K. Let me just pull it up here. Sorry.

John Massocca
VP, Ladenburg Thalmann

No worries. If it's in the 10-K, I can-

Christopher Constant
President and CEO, Getty Realty

We have 74 leases. There are seven, which will come up for expiration in 2019. It's a steady stream of properties that the initial term is coming due, and we'll either look to buy the property. In certain cases, we'll look to extend the lease if we have a long-term tenant that's there, and in other cases, we'll exit the lease.

John Massocca
VP, Ladenburg Thalmann

Okay. Maybe switching to the acquisition front again. There's been a lot of talk of operator transaction activity up in Canada. Is that a place where you guys feel you can invest and would be willing to invest?

Christopher Constant
President and CEO, Getty Realty

We have looked at Canada a little bit over the years. I think our focus really is on the U.S., and we think there's ample opportunity for us to continue to do acquisitions within the 50 states.

John Massocca
VP, Ladenburg Thalmann

One kind of clarifying point on guidance. Is it correct in kind of the way you were describing it, that you're assuming costs of pursuing the transactions this year, but no NOI from closing any transactions?

Christopher Constant
President and CEO, Getty Realty

The reference that Daniel made to those costs, that's really cost that we expect to incur with respect to the development, right? Certain costs that are expensed as part of our development projects certain deal-related costs, again, for development. We have not traditionally included acquisitions as part of our guidance. Obviously, to the extent we are successful throughout the year, we'll update the guidance, that will reflect any additional costs that can implement acquisitions.

John Massocca
VP, Ladenburg Thalmann

That makes sense. That's it for me. Thank you very much.

Christopher Constant
President and CEO, Getty Realty

Thank you.

Operator

At this time, I'd like to turn the call back over to.