The Necessity Retail REIT, Inc.

Q1 2023 Earnings Conference Call

5/10/2023

spk05: Good morning and welcome to the Necessity Retail REIT fourth quarter and year-end 2022 earnings call. At this time, all participants are on a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I would now like to turn the conference over to Curtis Parker, Senior Vice President. Please go ahead.
spk02: Thank you, Operator. Good morning, everyone, and thank you for joining us. This call is being webcast in the investor relations section of RTL's website at www.necessityretailery.com. Joining me today on the call to discuss the results are Michael Weil, President and Chief Executive Officer, and Jason Doyle, Chief Financial Officer. The following information contains forward-looking statements which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, Actual results may differ materially from those expressed or implied by the forward-looking statements. We refer all of you to our SEC filings, including the annual report on Form 10-K for the year ended December 31, 2022, filed on February 23, 2023, and all other filings with the SEC after that date for a more detailed discussion of the risk factors that could cause these differences or otherwise impact our business. Any forward-looking statements provided during this conference call are only made as of the date of this call. As stated in our SEC filings, RTL disclaims any intent or obligation to update or revise these forward-looking statements except as required by law. Also during today's call, we will discuss non-GAAP financial measures, which we believe can be useful in evaluating the company's financial performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available in our earnings release, which is posted on our website. Please also refer to our earnings release for more information about what we consider to be implied investment-grade tenants, a term we will use throughout today's call. I'll now turn the call over to Mike Weil. Mike?
spk03: Thanks, Curtis, and thank you all for joining us today. We continued to make great progress on some of our key strategic objectives during the first quarter, including leasing available space, renewing leases with existing tenants, and enhancing our balance sheet through strategic dispositions, and reducing our net debt by approximately $29 million from the prior quarter. As of March 31, 2023, our high-quality portfolio features a top-20 tenant roster that is 64% investment grade or implied investment grade, with no one tenant representing more than 4% of annualized straight-line rent. The portfolio also boasts strong exposure to Sunbelt states, where we own properties that generate 57% of our portfolio-wide annualized straight line rent. To continue enhancing our portfolio, we've built a leasing pipeline that we expect to grow occupancy and increase straight line rent. In addition to the $400 million of property dispositions we completed last year, we have over $180 million of dispositions that we've already completed or have in our pipeline. In line with our comments on prior calls, we plan to use the net proceeds from these sales to continue improving our balance sheet by reducing our net debt as we have in the last two quarters. Our focus on dispositions and leasing is designed to improve our leverage ratios, including net debt to adjusted EBITDA over the long run. The modest increase of this ratio in the first quarter compared to the fourth quarter of 2022 is due in part to non-recurring revenue items received during the fourth quarter and general and administrative expenses that are frequently elevated in the first quarter due to year-end audit and legal expenses. We anticipate that as in prior quarters, these will normalize over the remainder of the year. We believe that our asset management and disposition efforts will have the intended deleveraging effect as these elevated costs abate. The significant commitment we've made to asset and property management continue to deliver results. Our executed leases as of quarter end plus leasing pipeline as of May 1st will raise occupancy in our portfolio to 94.5%, up from the actual occupancy of 93.7% at the end of the fourth quarter. and increased straight line rent by $7.7 million, assuming executed leases commence and signed LOIs lead to definitive leases on their contemplated terms. New and renewal leases signed during the first quarter totaled over 1 million square feet. This includes 274,000 square feet across 26 new leases in our multi-tenant portfolio. With a combined $4 million of annualized straight line rent, plus 722,000 square feet on 44 lease renewals in our multi-tenant portfolio representing $7.4 million in annualized straight line rent and nearly 103,000 square feet on 23 leases representing $6.3 million in annualized straight line rent in our single tenant portfolio. The results of our leasing continue to illustrate the quality of our assets driving higher leasing rates even in the current environment. As of quarter end, the multi-tenant lease renewals had a spread of plus 12.7% between the previous rent and the rent payable under the terms of the renewal, demonstrating the strong renewal demand and market for our suburban multi-tenant assets. In 2022, the spread on lease renewals was an attractive 6.4%. The upwards trajectory of this spread is encouraging and consistent with the demand we're seeing for the quality of our shopping centers. This strength has carried over into the second quarter. We have a robust leasing pipeline as of May 1st, which includes leases executed after the end of the first quarter of over 500,000 square feet for $7.1 million in annualized straight line rent in the multi-tenant portfolio. Although the portfolio continues to perform at a very high level, with continued strong leasing activity and positive spreads on renewals, we have had a few tenants whom we're working through some challenges. I'd like to give you an update. As previously disclosed in our 10K, Tom's King, a large regional operator of Burger King franchises, filed for Chapter 11 in January, and Mountain Express, a large regional operator of gas and convenience properties, filed on March 23rd, 2023. In each of these cases, we're evaluating leasing and sale proposals on an individual property basis with the goal of maximizing long-term value for shareholders. Let's look at each tenant separately and at what we've been doing in response to their proceedings. We had 41 leases with Tom's King at the end of the fourth quarter. In January, nine of these leases were terminated and another four were terminated after Q1. The remaining 28 of these leases were assumed and are current on their rent. We expect these 28 locations to remain leased through the process. Of the 13 terminated leases, we're negotiating new leases with new tenants at five of the properties and actively marketing to sell or lease the other eight. Regarding Mountain Express, it remains early in the process. As of May 1, none of our 71 leases have been formally rejected by the court. However, there is a pending motion to reject 28 of the leases. We've been actively engaged with the tenant to collect past due and current rent, and April rent was received for the 43 locations not currently in front of the court. We're in discussions with potential operators to lease or buy all 71 properties. In March, our tenant American Car Center filed for Chapter 7 liquidation. We proactively regained possession of all 16 properties that we own that were previously leased to American Car by termination of our master lease on April 13th. We've been extremely active at marketing these properties and have received robust interest. To date, five properties are already in sale negotiations. Six properties have active leasing interest, and the other five are being actively marketed. Finally, Bed Bath & Beyond and its subsidiaries, which represent only 1.4% of our total annualized straight-line rent, filed for Chapter 11 bankruptcy proceedings in April. Along with its subsidiaries, Bed Bath is a tenant with 19 leases at 17 of our shopping centers, totaling approximately 505,000 square feet as of March 31, 2023. These properties are in desirable locations with a lot of backfill activity, and we've been actively working with replacement tenants for these properties for some time. As of May 1, we've already signed one lease and three LOIs, with another 10 LOIs submitted to replace the current tenant, who's still operating and paying rent in the space. The remaining properties are being actively marketed. Another of RTL's historic strengths has been maintaining a broad and diversified portfolio. At quarter end, our $5 billion portfolio was comprised of 1,039 properties with executed occupancy plus leasing pipeline of 94.5% up from 91.8% a year ago and weighted average remaining lease term of 7.1 years. We own properties in 47 states and the District of Columbia, and our tenants operate across 39 different industries, with no single state or single industry representing more than 10% of our portfolio, and no tenant representing more than 4% of our portfolio based on straight-line rent. Annualized straight-line rent increased over 8% year-over-year to $374.9 million, and the square footage of our portfolio grew over 5% year-over-year to approximately 27.6 million square feet, in large part due to the acquisition we completed last year. As of the quarter end, the tenants in our single-tenant portfolio were over 58.5% actual or implied investment-grade rated, and 36.4% of anchor tenants in our multi-tenant portfolio were actual or implied investment grade rated. Based on straight line rent, 65.1% of leases across the portfolio include contractual rent increases, which increase the cash that is due under the leases over time by approximately 1.1% per year on average. At quarter end, 57% of our portfolio straight line rent was derived from Sunbelt markets, and over 63% of our top 20 tenants were actual or implied investment grade rated. The necessity-based nature and high percentage of actual or implied investment grade tenants in our portfolio provide dependable long-term cash flows, and we believe the potential for continued rental growth remains through leasing up available space. At quarter end, our long-term debt had a weighted average maturity of 3.8 years and was 84% fixed rate and had weighted average interest rate of 4.4%. We proactively locked in rates during the historically low interest rate environment before rates began to rise, significantly insulating us from exposure to today's rising interest rate environment. We increased NOI and cash NOI by $10.9 million and $9.5 million, respectively, compared to the same quarter of 2022, and adjusted EBITDA grew by over 15% to $70.4 million. We've demonstrated an ability to successfully delever in the past and expect that we will do so again throughout this year. Through May 1st, we disposed of $72.4 million of properties and we have a disposition pipeline of over $100 million by contract sales price, including property subject to purchase and sale agreements and non-binding letters of intent, and assuming all dispositions close on their contemplated terms. All or a portion of the proceeds from these dispositions is expected to be used to repay debt and lower our net debt to adjusted EBITDA ratio. I'll turn it over to Jason Doyle to take us through the numbers in greater detail. Jason?
spk08: Thanks, Mike. The company's first quarter revenue was $113.6 million, up 19.6% from $94.9 million in the first quarter of 2022, with a net loss of $18.8 million. First quarter AFFO was $30.5 million, or 23 cents per share, down a penny compared to the first quarter of 2022. Our first quarter 2023 FFO was $23.6 million, or $0.18 per share. And NOI was $86.7 million, a 14.3% increase over the $75.8 million of NOI we reported in the first quarter of 2022. As always, a reconciliation of GAAP net income to non-GAAP measures can be found in our earnings release, supplement, and Form 10-Q. From a balance sheet perspective, net debt decreased to 2.7 billion in the first quarter, down 29 million from the previous quarter, and had a weighted average interest rate of 4.4%. Our net debt to gross asset value was 51.5% as of the end of the first quarter. As Mike mentioned, although our net debt decreased, our net debt to adjusted EBITDA ratio picked up this quarter to 9.6 times from 9.1 times last quarter. Specific costs that pushed up expenses include seasonal audit expenses and professional fees of approximately $1 million. The previous quarter benefited from $1.2 million in lease termination payments and $1 million in operating expense adjustments, including a successful property tax appeal. As of March 31st, the components of our debt include $448 million drawn on our credit facility, $1.8 billion of outstanding secure debt, and 500 million of senior unsecured notes. The amount drawn under our credit facility represents the entirety of our floating rate debt. Liquidity, which is measured as undrawn availability under our credit facility, plus cash and cash equivalents, stood at 89.7 million. That's based on our March 31st cash balance and borrowing availability. The company distributed 28.5 million in common dividends to shareholders in the quarter for 21 cents per share. AFFO per share was 23 cents. With that, I'll turn the call back to Mike for some closing remarks.
spk03: Thanks, Jason. We continue to execute on our asset management strategy with strong leasing results across the portfolio, including a 12.7% spread on our multi-tenant lease renewals in our multi-tenant portfolio. The dispositions we've completed and the pipeline of future dispositions are expected to generate net proceeds that we can use to continue reducing our net debt, which has improved by over $80 million since the end of the third quarter of 2022. Our high-quality tenants include grocery stores, quick service restaurants, and other necessity retail properties that are conveniently located between home and work and are where America shops every day. We believe we're well positioned to continue to benefit from a robust retail environment and a strong world-class portfolio. Thank you for joining us, and operator, please open the line for questions.
spk05: Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the start key.
spk04: And one moment, please, while we poll for questions. And our first question comes from the line of Brian Mayer with B Riley Securities.
spk05: Please proceed with your question.
spk01: Thank you, and good morning, Michael and Jason. A couple of questions for me. Is there any way to kind of quantify roughly what you think that the impact of the tenant issues that you walked through might be on 2023 numbers? You know, even assuming you're successful in kind of releasing or selling those assets, you know, there's probably some downtime involved. Anything you can share with us in that regard?
spk03: At this time, no, but what I can tell you is the activity around these organizations and the interest in their properties leads us to believe that the impact is going to be minimal over the course of 2023. Burger King Corporate immediately got very involved with the Tom's King situation and and they have identified two operators that are taking over the majority of the portfolio. So that is something that we were very glad to see. Mountain Express, it's, again, a little bit early to start giving you ideas of what's going on longer term there. If Mountain Express, if there's going to be a transfer of operations through bankruptcy or how we're going to execute on that, American Car, as I said in my earlier comments, 16 properties that we got back, five are already engaged in purchase and sale agreement negotiations, six properties are active in lease negotiations. So again, I think the biggest takeaway in the first quarter was there was a lot of activity, a lot of positive activity, as we talked about with the leasing and leasing pipeline, getting the portfolio occupancy up to 94.5%, and then seeing revenue increase, the spreads on renewals up over 12%. So as the positives... are coming in. I think we have some timing before we see the full impact in that, and it will be a positive offset as we finish up some of these situations that we detailed in the prepared comments.
spk01: Okay, thanks. We were a little surprised to see the volume dollar-wise of your transaction activity, both completed and pipelined. When we look at companies that we cover in the hotel space, office, industrial, I mean, those transaction markets are basically stalled. Would you characterize it being more along the lines of the assets that you're transacting are kind of more bite-sized properties with very specific targeted buyers as your ability to transact there, or is there something else going on?
spk03: No, I think that, first of all, it's a positive to the quality of the entire portfolio, and we had identified some of these as strategic disposition targets. The industries are very solid. The tenants are very solid. And because they're leased on a longer-term basis, the buyers felt that they were insulated from changes or swings in the market. So it was very encouraging for us. We certainly don't feel that we're selling at discounts. and where we agreed to go forward, we felt that it was at full value and good for the overall strategy. So again, I just think it's an endorsement. We're seeing really strong leasing activity, new tenants coming in. We're seeing long renewals at increased rents over the expiring leases, and we're seeing the ability to dispose of some assets where we see appropriate. So, again, I think it is just a – it highlights what we're so excited about in the overall portfolio.
spk01: Okay. And just two more quick ones. One, Jason, as it relates to the G&A cost coming in a little bit ahead of where we were thinking, you know, we did notice that, you know, there was seasonality kind of last year, fourth quarter 21 to first quarter 2022. You know, coming in here at $10.5 million, would you – be disagreeable with the statement that somewhere in the mid to high eights is a better run rate for G&A for the balance of the year?
spk07: Yeah, I think if you look back on our history, you do see that seasonality in the fourth quarter and in the first quarter. So something in that range that you're talking about is probably a better estimate on a go-forward basis.
spk01: Okay. And just lastly, it seems like most of your lease expirations for this year are are pretty close to being addressed it's only three percent left or so you know 2024 2025 you've got eight percent and nine percent is what do you think is the prospect for you know getting a head start on those uh and putting a dent in those numbers in the next couple few quarters it's exactly what we historically have done and will continue to do we start active renewal conversations
spk03: 24 months out some of the national retailers may choose to wait until it's a little bit closer you know preferring 18 to 12 month window but the asset management focus is on keeping the the good tenants in place making sure that we're we're positioned long term and as you saw last year and first quarter of this year we're executing on those renewals or, in some cases, extensions with very attractive spreads. First quarter at almost 13% is, again, a testament. We have been very focused over the last year, as you know and as everybody has seen, on increasing occupancy in the overall portfolio. And these are well-situated properties, primarily Sunbelt, really strategically located within the communities. And the retailers don't want to lose those spaces. So they're doing what they need to do to continue to be open and operating where their customers know they are in shopping centers that is convenient for the community shopper. And yes, we will continue to exercise those renewals and continue to grow the portfolio.
spk01: Thank you. That's all for me.
spk04: All right. Thanks, Brian.
spk05: And our final question comes from the line, Mitch Germain with JMP Securities. Please proceed with your questions.
spk06: Good morning, Mitch. Hey, good morning. I appreciate all the color on the bankruptcies and what you guys are doing to address them. It seems like Burger King was the only one that impacted the first quarter results. Is that a good way to – consider that?
spk03: On the properties that were rejected the 28 properties that definitely had an impact on the first quarter but were because we took those back and were actively marketing them and also in the quarter with American Car Center that was also an impact in the first quarter but as I've talked in generalities about the activity around the American Car Center properties the the leasing and disposition opportunities are we're we're seeing them very clearly to be above where we purchase these properties and with names I can't give color at this point Mitch but national names both from the rental market as well as the new car dealership level that will, I expect, be noticeable in the second quarter. I think a lot of what we were talking about this quarter is really being guided by nothing more than timing, as I think we'll be very excited to report on events next quarter related to what we talked about today.
spk06: Right.
spk03: guess you match you mentioned that some of the mountain rent payments were on deferral is there a way to quantify where we stand there that is being sorted out in their bankruptcy proceedings the 43 locations that have not been identified as potential to be rejected in the termination or in the bankruptcy. Those 43 stores are rent paid because that's part of the proceeding. So we received the April rent and we anticipate going forward that we'll receive the future rent as this is resolved. So the majority of the locations, just to be specific, 43 of the 71, we received the full April rent payment.
spk06: Gotcha. Okay. You redeemed some debt post quarter, obviously put it on the line. Is there a long-term plan for those previous mortgages?
spk03: Yeah, there is. And that long-term plan is to do something that looks more permanent and But I think it's pretty evident that right now is not the ideal time to put permanent debt on as the markets are still not settled. We had the capacity on the line, and we felt that this was a very smart temporary placement for this debt. and it gives us the flexibility that is important, and we will continue to monitor the markets. I think even today, we, this morning earlier, got some great news about what looks like a cooling of inflation, and some of these things could lead to a more normal debt market. So for the time being, that was a
spk06: decision we made that I think is justified got you and then last for me Imperial moved into the top tenant list top ten tenant list I know no acquisitions were made by you guys so is that something that there was some M&A that they were involved in is that the way to think about it Jason can you help me out with that because I don't see Imperial in the top ten Am I looking in the wrong place?
spk03: Oh, I'm sorry. I'm sorry. Yeah, they are top 10. They're 2.6% of straight line rent.
spk04: And I'll get back to you on that. No worries.
spk03: It was not through acquisitions, Mitch, so it was just a – Natural move within the portfolio.
spk07: Yeah, I have it here, Mike. It was an IMTA to Imperial assignments.
spk06: Okay, yeah, so there was something that happened where they took over at least. That's what I figured, but I just wanted to confirm that. Correct, correct. Yeah, all right, great. Thank you.
spk04: Thanks, Jason.
spk05: And we'll actually take our next question from the line of Barry Oxford with Colliers. Please proceed with your question.
spk00: Okay, good morning, Barry. Morning, Maury. Real quick, just getting back to the Mountain Express on the 43 leases. Do you – and this might be too speculative to answer, but do you think most of those 43 will be affirmed or, look, Barry, just too speculative at this particular juncture? Because it's got to be a good sign that they're paying April rent. That's why I'm asking.
spk03: Yeah, and I just can't – it's not that I don't want to speculate. I just don't know. I have every reason to be optimistic, but this is a process, and I can't comment on it right now because of the bankruptcy, but I will tell you that we are very engaged in the creditors' trust process, and we are firmly at the table and will continue to work together to resolve this frankly in the best possible way for our property ownership and our shareholders.
spk00: Great. As you go through the releasing process of some of the properties that you get back, is there some embedded mark-to-market that could actually benefit shareholders once you go through the normal lease-up time?
spk03: I would always – I would say that there is a – opportunity, especially in the quick service restaurant sector, to see that type of pickup. American Car, as I've already commented, we're seeing interest that is consistently above where we acquired the properties or where we had leased the properties. When we market, we market for sale or lease so that we can attract the most possible interest and really negotiate every opportunity. So as we've continued to focus on leasing spreads with renewals, as we've continued to drive occupancy and we're seeing the growth in our revenue, we were up almost 20% over last year on revenue. Cash NOI was up about 13% over last year. So yes, the value of this type of real estate is the location. That's a part of the underwriting when we're acquiring. And we are very optimistic about the opportunities here. And I just thought that because there were some moving pieces this quarter, I wanted to spend the time and lay this out with the tenants like Tom's King, Mountain Express, et cetera, so that those that look deeply at the portfolio can see things like you're asking, that there is opportunity here, and being very engaged and aggressive from an asset management standpoint, we will continue to backfill and continue the revenue from these properties. It's obviously, they're desirable properties, as at the same time we'll continue to focus on the continued occupancy of the overall portfolio, which is a great driver of revenue, of NOI, and, of course, earnings.
spk00: Perfect. Thanks for all that color, Michael. Appreciate it.
spk04: All right, Barry. Thank you.
spk00: Yep.
spk05: And we have reached the end of the question and answer session. I'll now turn the call back over to Michael Weil for closing remarks.
spk03: Great. Well, thank you all very much for your time this morning. I know it's a busy part of the year for you. We will continue to proactively report on the success we have in the portfolio. We think that the activity for 2023 is going to really put the company in an even better position. We will achieve the goals that we have highlighted, and frankly, I couldn't – express the success that we're having in the lease up of the portfolio, and we expect that to continue throughout 2023. And as you all know, that will unlock some great embedded value in the portfolio. So thank you all, and we'll continue to keep you posted.
spk05: And this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.
Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

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