Four Corners Property Trust, Inc.

Good day and welcome to the Four Corners Property Trust Second Quarter 2020 Earnings Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star and then one on your telephone keypad. To withdraw your question, please press star, then two. Please note this event is being recorded. I would now like to turn the conference over to Jerry Morgan, Chief Financial Officer. Please go ahead.

Thank you, Allison. During the course of this call, we will make forward-looking statements which are based on beliefs and assumptions made by us. Our actual results will be affected by known and unknown factors, including uncertainty related to the scope, severity and duration of the COVID-19 pandemic that are beyond our control or ability to predict. Our assumptions are not a guarantee of future performance, and some will prove to be incorrect. For a more detailed description of some potential risks, please refer to our SEC filings, which can be found at fcpt.com. All the information presented on this call is current as of today, July 30, 2020. In addition, reconciliation to non-GAAP financial measures presented on this call, such as FFO and AFFO, can be found at in the company's supplemental report also available on our website. And with that, I'll turn the call over to Bill.

Thank you, Jerry. Good morning, everyone. Thank you for joining us. us to discuss our second quarter results, and I hope all of you and your families are staying healthy. We were very pleased with the second quarter results and the strong level of collections we were reporting for that quarter, and as of today, collections are over 99% for July. I'd like to clarify that number for our investors. In the plainest terms possible, for all leases in our portfolio, we have already received over 99% of the cash-based rent payments for the month of July. Given that we've only agreed to abate approximately $20,000 in rent due in July and not agreed to any deferrals for the month of July, we believe this is a remarkable achievement for our team and our shareholders given the ongoing pandemic. This is a testament to both the low rents of the properties in our portfolio and to the strength of our tenants and their tenacity in adjusting their operating models to the current COVID environment. Let me start with a few additional comments on collections. Our team has worked tirelessly with our tenants to save the rest of their business operations and to work creatively, when applicable, on lease modifications. Through this effort, we've collected over 92% of second quarter rent payments. In addition, we've agreed to defer approximately 3% of second quarter rent payments until later this year and agreed or expect to shortly agree to abate an incremental 4% of second quarter rents. This leaves only approximately 1% of our rents for Q2 unresolved. While most retail landlords have observed their tenants requesting relief over this period, FCBT only agreed to a select number of deferral and abatement agreements in cases where tenants exchanged favorable concessions and lease modifications for those deferments or abatements. Importantly, these concessions include lease term extensions, increased financial reporting, guarantor improvement, annual rent bumps, swapping fair market rent adjustments for stable contractual rent, and incremental percentage rent, amongst other terms. Despite the ongoing difficulties in coping with the pandemic, through these difficult negotiations, we have longer contractual lease duration and higher rent growth than we had going into this, and we believe we have strengthened our working relationships with many of our tenants. In essence, the stance we've taken over the last few months is that FCPT is always willing to listen to and work with our tenants, but we need to make sure that we are capturing value for our shareholders as part of any occasion where we open the lease document. Free rent relief and deferment is not something FCPT has provided to any tenant, and we were careful not to rush to negotiations in the early days of the pandemic when operators were most fearful of the environment. It was very helpful that we've acquired and scored in our investment model all of these properties within the past few years. This proved important in determining where we wanted to focus our efforts in lease modification discussions. Nearly all deferment and abatement was contained within the second quarter, which resulted in our step-up for July collections to over 99% of rental payments. We expect the collection trend to continue going forward, and that remaining outstanding rent balances for April through June will reach resolution in the very near term. We do note that for a very small number of tenants, we established a minimal credit reserve for the second quarter rents. Please note that we've included a new slide in our quarterly supplemental entitled COVID-19 Rent Collections Update, which summarizes the rent collection deferral and abatement numbers we've disclosed in tabular form. I think you'll find it very helpful. The reopening of the country and the impact on restaurant traffic will continue to be a fluid situation and, of course, is hard to predict. As we've said last quarter, however, we continue to believe that strong operators like Darden, Brinker, Bloomer Brands, RBI, and others in our portfolio should benefit in the long run from their scale and in the near term from their investment in technology, specifically off-premise and to-go capabilities. It's worth calling out that an environment like this is exactly why FCMPT has focused on low-rent properties with strong sales and rent coverage and on four to five balance sheets. We observed many tenants in the quick service and casual dining sectors return sales near 2019 levels by late June. In the case of quick service operators, some even exceeded 2019 sales levels. This is despite one of the most challenging operating periods in restaurant history. And yet, despite these challenges, we believe our portfolio remains very healthy. The coming months will undoubtedly continue to have market volatility and consumer behavior may shift once again, but we believe that our conservative underwriting we preach here at FCPT distinguishes in times of turbulence and will continue to serve the portfolio well through the pandemic. Our Carol subsidiary, which I'll remind you is the six Longhorn Steakhouses we operate in San Antonio, is very ably managed by Carol Diltz. Because of COVID, their quarterly results were a negative $415,000 versus a positive contribution of over $200,000 in the first quarter. Carol and her team did an extraordinary job given the circumstances. In addition, Carol provided a real-time understanding of what our tenants were going through and how they're adapting. are recovered very quickly from the first phase of COVID, and I anticipate them doing well later in this year. Now turning to our reported results in the second quarter. We achieved AFO per share of 34 cents, which represents flat year-over-year results. As Jerry will outline in more detail, this included approximately 4 cents per share of dilution from COVID-related items. Our AFFO this quarter includes the deferred rents outlined above, which we believe will be received by the end of the year, but excludes second quarter rent we expect to abate in conjunction with lease modifications. Turning to acquisitions, we resumed activities in the second half of June with an even greater focus on acquiring only the most stable and creditworthy properties within our pipeline and applying that same stringent filter to any new investments. We acquired 11 properties in the second quarter for a combined purchase price of $32.7 million at an initial weighted average cash yield of 6.3%. In July, we required an additional five properties for a combined purchase price of $10.3 million, with an initial average cash yield of 6.5%. Speaking to the quality of these recent acquisitions, 17 of the 18 leases at these properties are with the brand's corporate operator or guaranteed by the corporate entity, and 11 of the leases are ground leases where FCVT owns the land and attendants construct the building, which typically equates to low rents. While the pricing of these acquisitions stayed in line with our historic yield range, we believe the quality of the real estate and tenant credit are strong and further improve the quality brand of the overall portfolio. We would expect more of the same in the coming months. Finally, before I turn it over to Jerry to discuss some of the financial results, one operational update and a recap of where we stand today. On operations, we moved into a new, larger office space in our current office building in Mill Valley, and we look forward to hosting any of you in the area once travel resumes. Our team is currently working remotely but remains highly effective. In summary, we have posted rent collections for Q2 that are amongst the strongest in the net lease sector, and we are at a high level of rent collections for July, which we hope and expect to continue going forward. We are once again acquiring properties and are excited to return to growth and building the portfolio. Now Jerry will take you through our financial results. Jerry?

Thanks. As Bill mentioned, we want to highlight a couple of points on revenue recognition in the second quarter, AFFO, and also outline the impact of COVID-19-related variances in our Q2 results. We generated $34.8 million of cash rental income in the first quarter after excluding $1.9 million of non-cash. Straight-line rental adjustments. And after backing out $1.4 million of rental revenue receivables, we expect to abate. Two comments on the accounting this quarter. First, on rent deferrals. AFFO includes $1.1 million of deferred rent, which we are recognizing in Q2. and booking a receivable for. On rent deferrals, we have agreed to so far we expect payment by the end of this year. Secondly, on the rent abatements, after discussion with our auditors, we believe the appropriate gap revenue guidance in cases where the company anticipates a abating rent for certain tenants as part of lease amendments. That gap requires us to recognize the revenue for the abated rent in the current period, despite the expectation of nonpayment due to the ongoing lease amendment discussions and agreements. For the second quarter of 2020, this $1.4 million amount is recorded in rental revenue and accounts receivable. The abated rent will then be treated as a lease incentive in Q3 and and amortized against rental revenue over the remaining life of the lease as part of straight-line rent adjustments to arrive at GAAP rental revenue. We deducted the $1.4 million in rent we expect to evade from Q2 in arriving at our AFFO. We did not deduct the to-be-evaded rent from FFO in accordance with the NAERI definition of FFO. We have provided supplemental disclosure at the bottom of the FFO-AFFO statement in our disclosure so investors are aware of the matter and can make any adjustments you feel warranted. This supplemental disclosure on the FFO statement also shows that we had $1.5 million of uncollected base rent included in revenues as of June 30th. in addition to rent that was deferred or expected to be abated. With our announcement of the updated 92% collection result for the second quarter, you can see that much of this receivable has now been collected. In addition, in performing our quarterly collectability and credit analysis, we recorded a non-material reserve of approximately $100,000 for accounts receivable in the second quarter. On a run rate basis, the current annual cash base rent for leases in place as of June 30, 2020, is $144.1 million. Our weighted average 10-year annual cash rent escalator remains at approximately 1.5%, and virtually all of the rent deferrals and abatements we have agreed to cover second quarter rent, so we believe that $144.1 $6.1 million is a fair representation of the going forward cash-based rent for the portfolio. You will note that we did not disclose our estimate for our tenants EBITDA rent coverage for this quarter. This is because much of the financial reporting that we get from tenants still includes time periods prior to the COVID-19 pandemic. and we wanted to be careful not to present a number that may no longer be representative of current tenant operations. It is our expectation that as tenant operations normalize, we will see rent coverage return to our historical levels over time. The second quarter AFFO per share of 34 cents represents flat year-over-year results, and 3 cents per share declined from the first quarter of 2020. Results were impacted negatively by 4 cents per share for the following COVID-related variances in which were offset partially by the accretive benefit of first quarter and second quarter acquisitions. Approximately 50% of the impact, or two cents per share, was from the $1.4 million rental abatement in connection with the lease modifications as we've outlined above. Approximately 25% of the impact, or a penny per share, was due to the Carol operating loss, given its operations were closed or negatively impacted for much of the quarter. And approximately 25% of the impact, or a penny per share, was due to other COVID-related expenses, including abandoned deal costs, lease modification costs, the small credit reserve I mentioned, and higher interest expense to fund excess cash reserves that we held in April and May. Turning to the balance sheet, since our last update, the funding of the final $50 million of nine-year notes of the $125 million private note offering that was announced in March, was completed on June 9th. Regarding our cash and revolver balance, we ended the second quarter with $4.5 million of a revolver balance and about $5 million in cash reserves, and importantly, $245 million of availability on our revolver line of credit. As a reminder, we paid our full second quarter dividend, which was fully covered by recurring cash flows. Finally, our leverage metrics remain quite strong with a fixed charge coverage of 4.8 times in the second quarter and net debt to adjusted EBITDA of 5.6 as of June 30. Our revolver maturity can be extended to November 2020 at our option and which is also the timing of the first $150 million of term debt maturity. We remain committed to maintaining a net debt leverage target below 5.5 to 6 times. With that, I'll turn it back over to Bill for closing comments.

Thanks, Jerry. We remain focused on staying nimble in the current environment. We are pleased with the strong rent collection results and have our ear back to the ground on new investment opportunities. We are available to answer any questions on the quarter or the portfolio, so please reach out if you'd like to speak. Finally, a special note of acknowledgement to our colleague, Laura Gotti, who has worked tirelessly this quarter on collections. Laura was born in Columbia and is the first in her family to immigrate to the United States. We're happy to report that she passed her U.S. citizenship test yesterday. Way to go, Laura. Let's turn it back to the operator for Q&A.

Thank you, sir. We will now begin the question and answer session. To ask a question, you may press star and then 1 on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. And to withdraw your question, please press star and then 2. Our first question today is from Nate Crossett of Barrenburg. Please go ahead.

Hey, good morning, guys. Good morning, Nate. Hey, I was wondering if you could kind of just characterize the deal flow today, now that you guys are acquiring again. You know, how would you kind of size the pipeline today versus what it was pre-COVID? Sure.

So I'd say the opportunity set – we haven't seen higher cap rates for the high-quality stuff that we tend to buy. They've been quite stable. But I would say that it seems like deals are a little easier to come by. Volume remains similar to what it was before, even though we've closed on some assets recently. So we feel really good – And that, you know, we're very well positioned relative to our peers to grow going forward.

Okay. I wanted to get your guys' thoughts on this proposal by Biden to maybe eliminate the 1031 exchange. Would that have any effect on you guys?

I can, you know... see how it could be quite positive as, you know, pricing, I think, quite often is set for these smaller one-off deals by that market. But, you know, we've seen 1031 exchange legislation proposed in the past, so I don't want to just jump to any judgments, but I guess I would say cautiously optimistic.

Okay. And then just, you know, finally on, how much do you guys have left to close on this heritage portfolio and some of these other strategic portfolio sales that you guys have done?

I don't think we've disclosed that, but you can back into the math. And essentially what I would say is some of the properties in those portfolios we've dropped, but in most cases we've replaced them with new properties. And, in fact, in some of the cases we think the deal sizes will increase. So it's still very substantive. Okay.

Just one quick last one. Do you guys own any Dunkin' Donuts? Because I saw they're closing 80% of their restaurants today.

I don't believe so. Okay. They're typically in line.

Okay.

Our next question today is from Sheila McGrath of Evercore. Please go ahead. Yes.

Yes, good morning. Bill, I was wondering if you could give us some insight on how much of the portfolio is open and operating, and do most restaurants still have capacity constraints in place?

Yeah, I would say, to the best of my knowledge, virtually all of it's open and operating to some extent. and most are taking diners into the restaurant, those that are operating on curbside. What I would say is we've seen states go from curbside to 25 to 50 to 75 to 100, and then very often back to 75 or 50 in states like Texas and Florida. But generally speaking, almost all the restaurants are open. And I think we'll just see it be a fluid situation as time goes on. I would also say that I think a lot of our casual dining restaurants are seeing continued elevated to-go sales, which is something I think will be stickier than many had initially predicted. Almost all the properties are operating still.

Okay, great. And then just to clarify, I know you went through a number of lease kind of changes that could be possible, but the abatement part, um, that you mentioned, was it most typically that, um, you gave a rent abatement if a tenant agreed to a lease extension? And if not, like what were the other like good amendment changes for four corners?

Sure. Um, in, in all the deferment and abatement discussions, um, I think almost all of them included lease term extensions between five and, in some cases, ten years. We added some properties to master leases. We changed renewal terms to be more favorable. In some cases, we changed rent growth that was 10% every five years to annual growth, which I think is a little bit more attractive in having consistent income growth. We had discussions with tenants about purchasing properties off their balance sheet. But as you said, Sheila, the big one is lease extensions. And so we were able to negotiate a very significant number of meaningful lease extensions for what we view as quite moderate, you know, rent abatement or deferral.

Okay, great. And one last one.

Sheila, can I rephrase my answer in one way? Sure. Another way to think about this is if, absent COVID, the tenant had approached us and said, if you are willing to pay this fee now, we'll extend the lease early. If that's something that we would have done absent COVID, that's sort of how to think about it. These were... you know, um, exchanges of lease modification for money, uh, that we would have done in a normal environment.

Okay, great. And one last one on the recent investments. They are, um, many of them shorter lease term. Just wondering what's the appeal there. Do you get better pricing or, um, just, you know, uh, just want to understand, um, the lease length.

Sure. I think one of the, one of the advantages of four corners, um, As it was created, we had quite long lease term, so it allows us to layer in some diversity of lease term earlier than sort of the 10-year portfolio average. And so, as you mentioned, you get better pricing, better credit. We're selecting for properties that have very high level of performance, and given we have very little lease term in the next several years, it's something that we can do pretty favorably. And, of course, during... something like the current environment, that's the first thing we go to when we open a police document is to get more term.

Okay, great. Thank you. Our next question today is from Rob Stevenson of JANI. Please go ahead.

Good morning, guys. What percentage of the $144 million of AVR that you talked about earlier is non-restaurant today, and then what percentage of that is also ground lease?

A couple percent is non-restaurant at this point. It's almost entirely restaurant. And we don't disclose the ground lease percentage other than to say, you know, a significant number of the out parcel transactions that we're doing are ground lease. But that's not something that we break up.

Okay. Okay. And then with acquisition volume returning for you guys, once you use some of the liquidity on the balance sheet today, how are you looking to finance future deals from the equity side with a $24 stock price? Are the returns attractive enough that funding via common, even at that level, makes sense to you? Do you ramp up dispositions to trade in and out? If you preferred, how are you guys thinking about equity financing, you know, in the current environment?

Yeah, certainly making acquisitions with the $24 stock price is still accretive. It's not as accretive as it once was, but it still is accretive. And we are committed to keeping our balance sheet, you know, in that five and a half to six times levered place. So not really a huge change from.

Okay. And any plans to sell more assets, especially if the rhetoric on the 1031 exchanges starts to ramp up even more?

You know, we always keep it in mind, and we have actually in the last couple months received some really attractive offers to purchase some of our Darden assets. You know, properties that performed through the pandemic, you know, had very strong coverage, great corporate credit, are in high demand. So that's something we always consider. But it is interesting over the last couple months we've had some really attractive offers.

Okay. Thanks, guys. Appreciate it. Yep, of course.

Our next question today is from RJ Milligan of Baird. Please go ahead.

Hey, guys. Good morning. Good morning, RJ. Bill, on the second quarter abatements, deferrals, is there a way that you guys can bucket them into, you know, You came to that form of relief due to closings versus a drop. They were open, and they just had a drop in revenues versus strong credits that just wanted to extend their term and not pay rent.

I don't think there's a huge theme one way or the other. We just had constructive conversations with the tenants and tried to figure out what they were looking for and, in turn, what we wanted to get. It was a pretty organic process that happened over a couple of months, but we spent a lot of time on the phone with our tenants trying to figure out ways that we can help them in a particularly unusual time, but at the same time make sure that our shareholders get a lot for modifying leases. And I think we'll be able to evidence more and more that we're getting really attractive terms when we agree to modify.

And then just to clarify, at one point you made in your opening remarks no deferrals and only 20K of abatements in July?

Correct.

Okay. And then longer term?

And I really encourage you to check out that new table we put in the supplemental. It really lays out clearly the progress we've made.

Okay. Thanks. And then the longer term, as we move through sort of this pandemic and the ensuing recession, Do you think the cap rates for the types of assets that you guys own, typically low rents and a successful track record through this, will move lower over time?

I think it's a great question. Too soon to tell. But I have seen offering memorandum for properties that performed really well through this, especially QSR, with some cap rates that seem to me to be lower than in the past. That being said, I think our pipeline will carry us through 2020 in really good shape. And I do think there will be some interesting opportunities for those that are well-capitalized, know the industry and can move fast. I think there's going to be a lot of change coming over the next year as you infer in your questions.

Great. Thanks, Chase.

Thanks, Artur.

Our next question today will come from Nikita Bilai of J.P. Morgan. Please go ahead.

Hi, guys. Good morning. On the deal pipeline, the acquisition opportunities that you guys are looking at, how many of those are outside of the more partial agreements that you already have talked about in the past?

A number of them are, and we're looking at some non-restaurant opportunities as well. So it's a nice – diverse group and in addition to some of the mall out parcels that we've announced in the past, we're working on some new ones. Obviously shopping center, strip center, grocery anchor, all sorts of retail landlords are looking for ways to access liquidity and out parcels are a great way to do it. So it's both a mix of non-announced out parcel deals deals sourced from other net lease owners. It's really diverse, and we feel quite good about where we stand.

In a way, just looking at rough terms, maybe put either a number or the percentage terms, the percentage outside of malls.

We don't provide acquisition guidance, and a percentage obviously would allow you to back into it. So I would simply say I think we're in – as good of a place as we've been in our history as far as pipeline and really advantageous things to execute on.

What about the restaurant traffic? Can you just expand a little bit on the traffic trends that you're seeing in the restaurants in your portfolio right now?

Yeah, I would say that by the end of June, we were back in quite, comparable to 2019 QSR at or above 2019. Casual dining typically, call it down 10 to down 20. Maybe if you were more focused on the breakfast day part, it was a little worse than that. That's sort of been slower to recover. So we felt really quite good with additional cases in the last few weeks. Traffic has slowed, but I think we'll see that come back if cases begin to wane again. So, you know, I think the notable thing is in the last handful of weeks, we haven't had tenants requesting any sort of relief or accommodation, which I think is a quite good sign.

Mm-hmm. Mm-hmm. And is there a way that you guys know approximately, like, what's the percentage of revenue the restaurants are making now versus the pre-COVID level, whether it's, you know, for Darden or non-Darden or at the aggregate level? Like, do you have a census, you know, they're making 90 cents revenue on the dollar that they used to make before COVID? Is there a way to get people to that?

Obviously, we follow all the public companies, and we're in daily discussions with our tenants on how they're doing. It's very, you know, it's highly dependent on what geography you're in. And then lastly, we operate six restaurants in San Antonio, so we have that case study literally daily of how they're performing. So we track it feverishly. That being said, our rents and the performance of our leases are not directly tied to traffic or the tenant's revenue. They're contractual and fixed.

Thank you very much. Thank you.

Again, if you would like to ask a question, please press star and then one. Our next question today will come from John Misaka of Leidenberg Zalman. Please go ahead.

Good morning. Hi, John. So maybe a little bit kind of expanding on some of your earlier comments and apologies if I missed this in the prepared remarks, but could we expect any more kind of these rent for lease modification transactions, you know, in the next couple of quarters or, you know, with

Yeah, I would say that we feel it's largely behind us, but it's obviously a fluid situation. But as of now, we feel it's largely behind us.

Okay, understood. And then in terms of kind of sourcing the non-restaurant transactions, there were a couple recently. Are those primarily coming from – I guess how are you kind of sourcing those, really? I mean, are those one-off deals? Are those maybe deals where you're also looking at restaurant properties from a seller and those are kind of getting put into, if not a portfolio, a basket of transactions you're looking at? Or are you sourcing these kind of on a one-off basis?

Sure. Most of them have come from the out-parcel deals where they were part of a broader portfolio. But we're also looking now at – individual properties and small portfolios outside of the out-parcel strategy. So it's a mixed bag. And we're, frankly, agnostic as to how the transactions come to us once they're in the portfolio. They're going to perform or not perform on their own, right? But, yeah, I think we're looking at out-parcel transactions. But as we've evidenced in the market that we're buying non-restaurants, we've seen some C-stores – medical uses, things like that.

So are you agnostic then maybe as to whether a transaction is restaurant or non-restaurant, or would you favor a restaurant transaction still?

I think we're looking at the asset level. That's too high level to make decisions on. We're looking at the attractiveness of the asset, its location, the creditworthiness, where the rents are set, what kind of diversification it provides, et cetera.

Okay. And then maybe with regards to leverage, has there been any change in the view on leverage as it kind of come out of the pandemic or maybe even given the stability of the kind of rental performance here in the last quarter?

I think we, you know, five years ago chose an appropriate level, and I think the pandemic has evidence that being conservative financially is the right move, and it allows you to get through environments like this and then be aggressive when the opportunity set allows.

Okay. That's it for me. Thank you very much. Great. Is this Laura or Lori? Laura. Congrats, Laura.

Ladies and gentlemen, this will conclude our question and answer session. At this time, I'd like to turn the conference back over to Bill Lanahan for any closing remarks.

Great. Thanks, everyone. And sorry this call went a couple minutes longer than typical. We've got a lot to talk about. Jerry and I are here. If you have any questions, please feel free to reach out. We'd love to chat. Thanks so much. Cheers.

The conference is now concluded. We thank you for attending today's presentation, and you may now disconnect your lines.