Four Corners Property Trust, Inc.

Good morning and welcome to the FCPT third quarter 2020 financial results 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 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 Mr. Jerry Morgan, CFO. Please go ahead, sir.

Thank you, Judith. 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 the 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 FCC filings, which can be found at fcpt.com. All the information presented on this call is current as of today, October 28, 2020. In addition, reconciliation to non-GAAP financial measures presented on this call, such as FFO and AFFO, can be found in the company's supplemental report, also available on our website. And with that, I'll turn the call over to Bill.

Good morning. Thank you, everyone, for joining us to discuss our third quarter results. As we approach the fifth anniversary of FCPT's formation, we are proud of the progress made in building the team and growing and diversifying our high-quality portfolio. We are very pleased with the third quarter results and the strong level of 99% of contractual rent collections for the quarter and for October. While this has been one of the most challenging operating periods for restaurants in recent history, it's very important to differentiate between different restaurant types and specifically the kinds of properties that Four Corners owns. Our assets are typically suburban and not an urban course. They're all branded and they're all part of large chains. These restaurant operators have proven resilient in adjusting their business models as many in the quick service and casual dining sectors have returned to sales near 2019 levels. In the case of quick service operators, some have even exceeded 2019 levels. As we said last quarter, we continue to believe that strong operators, like those in our portfolio, should benefit in the long run from their scale and from their investment in technology and off-premise to-go capabilities. The coming months could be a fluid situation and, of course, hard to predict for restaurant operators, but we believe that the FCBT portfolio will continue to perform very well. On collections, a quick recap of the second and third quarters. For the second quarter, we collected over 92% of second quarter rent payments, agreed to defer approximately 3% of rent payments until defer the 3% and to abate an incremental 4% of rent as part of lease amendments with favorable modifications. Today, we're working with three remaining tenants representing less than 0.4% of the portfolio to either modify their leases or terminate and then release the properties. In the third quarter, we've collected 99.6% of contractual rent, and there were no additional deferrals or abatements. Our Caro subsidiary, which operates six Longhorn Steakhouses in San Antonio, continues to also be impacted by COVID. Caro provides a wonderful window and real-time understanding into what our tenants are doing to adapt. The Caro team's hard work resulted in a return to profitability in the third quarter with positive EBITDA of $110,000. We broke ground in October to construct our seventh Carrow Longhorn restaurant, which we located next to a brand new Olive Garden that we acquired in July. Now, returning to our reported results in the second quarter. We achieved AFFO per share of 37 cents, which represents a 2 cent and 5.7% year-over-year increase, and a 3 cent increase from the second quarter, which had been impacted by COVID-related variances. Turning to acquisitions. I would remind everyone that we resumed our acquisition activities in the second half of June after we had clarity that our portfolio was going to be in very strong shape. We sharpened our focus on the most stable and credit-worthy properties in our pipeline. This meant there were some targets that we decided to pass on, but in almost every case we found substitutes from the sellers that we liked. In the quarter, we acquired 18 properties for a combined purchase price of $48 million at an initial weighted average cash yield of 6.3%. Speaking to the quality of these recent acquisitions, 17 of the 18 leases are with a brand's corporate operator or guaranteed by the corporate entity, and 10 of the leases are ground leases where FCPT owns the land and a tenant constructed the building. This typically equates to very low rents. Stepping back, I'd like to make two additional comments on acquisitions. For the year to date through today, we've acquired or made investments into properties totaling over $133 million, even with the pause for the second quarter. We are quite busy now, which is typical for this time of the year, but specifically I wanted to highlight the potential for tax-driven transactions that we're seeing in large volumes right now, with sellers trying to get ahead of possible tax law changes. Secondly, our out-parcel acquisition strategy continues to pay dividends. Almost half of the acquisition volume in the quarter were out-parcels, and since we initiated the out-parcel effort in October 2017, We've now closed over $220 million, representing 120 properties. These can be difficult, lengthy transactions to close due to the parcelization and legal process, but they're compelling properties given the typically low rents and preponderance of ground leases and strong corporate operators. Now I'd like to turn to the announcement we made on October 5th regarding the strategic venture with Lupert Adler to invest up to $150 million to acquire and retenant vacant retail buildings. We began thinking about this idea in July of how we could position ourselves to buy vacated restaurant properties. These are brands that we avoided due to credit concerns, but some were well located from a fundamental real estate standpoint. Many of these operators have been in these locations for 30 or 40 years, and so we could see some good locations where there's an opportunity to convert them into new stores for strong and growing brands. This in turn will support the local retail areas and communities in their recovery from the economic impact of COVID-19. FCPT will invest up to $20 million in the venture, with Lupert Adler contributing the remainder of the capital. In addition, FCPT will have the right, but not the obligation, to purchase properties from the venture for FCPT's long-term ownership portfolio once the properties are re-tenanted and stabilized. We think this is a great vehicle for us to strengthen the relationships with existing tenants, and Lupert Adler brings experience and a strong track record of releasing vacant properties including transactions such as Toys R Us, Shopko, and Albertsons. Thus far, we are really impressed with what they bring to the table, and we very much enjoy working with them. Finally, before I turn it over to Jerry to discuss some of the financial results, an operational update. Our team continues to work in combination of remote and in-office days and remains highly effective. We made some wonderful additions to the group in the third quarter, with Samantha joining as real estate counsel Kelly coming on board as real estate controller, Christy becoming our new human resources manager, and Truman returning full-time from Claremont, Montana as an investment analyst. Everyone's bio is on the website if you're interested in learning more. In summary, we posted rent collections for Q3 that I believe are the highest in the net lease sector, which we hope and expect to continue on a go-forward basis. We are acquiring properties at good pace again, and we are excited – to be building the portfolio and working on a new strategic venture with Bluebird Adler. Now, Jerry, we'll take you through the financial results. Jerry.

Thanks, Bill. Our results returned to a more normalized level in the third quarter with less impact of COVID-19 related items than in the second quarter. We generated $36.8 million of cash rental income in the third quarter after excluding $1.8 million of straight line and other non-cash rental adjustments. Three comments on accounting for rental income this quarter. First, we had no rental rent deferrals in the third quarter. As you may recall, we deferred 1.1 million of cash rent in the second quarter, which we recognized in the second quarter and still expect to be paid by the end of the year. Secondly, we did not abate any third quarter rent. We did complete several lease amendments in the third quarter in which we agreed to abate 1.6 million of second quarter rent as we disclosed on last quarter's call. In accordance with the appropriate GAAP revenue guidance, in cases where the company abates rent as part of lease amendments, we are required to recognize the revenue for the abated rent in that current period and then treat the abated rent as a lease incentive to be amortized against future GAAP rental revenue over the remaining life of the leases as part of straight line rent adjustments. We had deducted from Q2 AFFO $1.4 million as the rent we had expected to abate. we are deducting the remaining 200,000 of abated rent from third quarter AFFO. We did not deduct abated rent from FFO in accordance with the NAE REIT definition of FFO. Finally, on collections, as Bill mentioned, we collected 99% of contractual rent in Q3 and are also over 90 or at approximately 99% collected for Q2 after taking into account the deferred and abated rent referenced above. This means we had no material change to our collectability or credit reserves in the quarter, and also had no balance sheet impairments in the third quarter. On a run rate basis, the current annual cash base rent for leases in place as of September 30, 2020 is 147.8 million, and our weighted average 10-year annual cash rent escalator remains at approximately 1.5%. As a reminder, the rent on all of the original Darden leases increases by 1.5% on November 9th of each year, including this year. Following up on one point from Bill, we have purchased or invested $133.9 million of properties year-to-date through today. This includes a $4.2 million tenant allowance payment we made in the third quarter in exchange for increased rent, extended term, and enhanced financial reporting, among other items. Similar to last quarter, you will also note that we again excluded our tenants EBITDAR rental coverage this quarter. This is because much of the financial reporting includes time periods prior to the COVID-19 pandemic, and we want 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. Our third quarter FFO per share results of 37 cents represented a two cent per share increase in your over a year results. Results were impacted negatively by approximately half a cent for COVID related variances to our Carol operating business. And due to the $200,000 adjustment for abated rent in the second quarter, as I mentioned above. Turning to the balance sheet in the quarter, we issued 2.4 million shares of common stock via the ATM program. at a weighted average offering price of $25.65 for gross proceeds of $62.5 million. We ended the quarter with no balance and full availability on our $250 million revolving line of credit and over $17 million of cash reserves. Our leverage metrics remain quite strong with a fixed charge coverage of five times in the third quarter and net debt to adjusted EBITDA RE of 5.3 times a quarter end We remain committed to maintaining a net debt leverage target below 5.5 to 6 times. Finally, we paid our full third quarter dividend of 30.5 cents per share, which represented a payout ratio of 82% of AFFO. With that, back to Bill for closing comments.

Thanks, Jerry. As I mentioned when we opened the call, we are closing in next week on our fifth anniversary of our founding. We are grateful to our board members who always provide meaningful counsel and to all of you, our equity and debt investors, who have been supporting us throughout. Over the last five years, we've been prudent in our investment approach and conservative in our capitalization and stand ready now to take advantage of opportunities in the marketplace, whether they derive from tax-motivated selling or from COVID-related vacancy in the joint venture. We look forward to speaking with many of you during the upcoming virtual NAREIT meetings and otherwise are available to answer any questions in the quarter or the portfolio, so please reach out. With that, we will turn it back over to Judith for Q&A.

We will now begin the question and answer session. To ask a question, you may press Start and 1 on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press Start and 2. At this time, we will pause momentarily to assemble our roster. The first question is from Nate Crossett with Burenburg. Please go ahead.

Hey, good morning, guys. Good morning. Hey, obviously it was a strong 3Q. I was wondering if you can give us some color on how the pipeline looks going into the end of the year. You mentioned the tax-driven sales. Can you try and quantify this for us, potentially? And also, can you remind us how much is left to close on the Saratage and Brookfield agreements?

Sure. So on the mall out parcel transactions, we'll be filing an updated presentation, and all that detail will be in the appendix. But as far as the pipeline overall is, Very busy. Don't quite know exactly how much we're going to see on these tax-motivated deals, but it's been ramping the last couple weeks. And depending on the outcome of the election, could imagine a very busy end of the year. So we don't provide guidance or talk about pipeline amounts, but I'd simply say we're very busy.

Okay. On the recent venture with Uber Adler, I'm just curious, how did that come about? Did they come to you? Did you go to them? And is this something where you could have actually acquired the full $150 million back from them once everything is stabilized? I'm just trying to satisfy me for you guys.

Sure. So it's very difficult as a REIT to buy non-income producing properties. And so... We wanted to bring in outside capital, and specifically outside capital that brought expertise with it. And we're very excited to work with Luke Radler. We were introduced by an investor in both of our platforms who we've known for well over a decade. So it's been a terrific working relationship thus far. I do expect... that we will be acquiring for full ownership a significant number of the properties that we invest in. And we really think it will be – has the potential for really aiding our 2022 and 2023 acquisition volumes, as well as being strategic for our tenants who are looking for ways to grow. Okay.

I guess, like, who's doing most of the legwork in sourcing the potential properties for that venture?

Is it them, or is it you guys, or is it... We're working collaboratively, but obviously we're in this market every day. And, you know, even the mall counterparties that we've worked with are already providing an ample... list of properties that are actionable.

Okay. And maybe just on the weightings of the types of properties, is it going to be mostly restaurants or is it just potpourri of retail stuff?

I think it will be mostly restaurants, but certainly we won't shy away from the other kinds of property types that we work with. But I think the source of the vacant property will be largely restaurant. And these will be the brands that were struggling pre-COVID, brands like Sizzler, Ponderosa, Fuddruckers, Red Roof Pizza Huts, Captain D's, things like that, that were struggling pre-COVID, and COVID has really made it difficult to see how those brands are going to come through.

Okay. So, I mean, the successful restaurant brands right now, You know, are you guys in dialogue with them and they're saying, we're looking for new high-quality locations? And so when you kind of, or when the joint venture is making assets, you can kind of go to them immediately and say, we have a location for you, or how is that?

I think that's precisely it. The winners in this marketplace, brands like Darden, but also brands like Taco Bell and KFC and BJ's and Chili's are going to want to grow coming out of this, and we provide a real estate solution for that growth.

Okay, that's it for me.

And we've been in constant dialogue with those brands over the last few months.

Okay, thanks.

Thanks, Nate.

The next question is from Sheila McGrath with Abacor ISI. Please go ahead.

Yes, good morning. Bill, on the joint venture, I was wondering if you could give us a little bit more detail on how the pricing mechanism might work. Once a property is leased, how will you agree on terms on pricing, and do you envision that the cap rate to the REIT on these acquisitions will compare favorably to the pricing in the auction market, and if so, about how much an advantage?

Sure. So we don't have an obligation to purchase the properties, and reciprocally there isn't a fixed cap rate that we can demand to purchase them at. We'll have to work out and negotiate a fair price. But I would note that if, in fact, it's a transaction we brought to the table and therefore earn and promote, crediting that promote against the purchase price. The basic math is 50 to 60 basis points in cap rate credit. And so, obviously, we want to be fair with our partners, but I think they clearly understand our motivation, which is not to be generating fees and promote, frankly, but the long-term ownership of well-located, high-quality property. So it's a negotiation. Thus far, Lubert Adler has been very fair and straightforward in their dealings. So we're looking forward to executing on that.

And then on the mall relationships, you've bought mostly leased properties. Just wondering if this venture would enable you to go back to those partners and possibly purchase vacant properties.

Precisely. And we're already doing so.

Okay, great. And one last one. Jerry, on the 1.5% Darden increase that you mentioned, I think you said November 9th, is that already straight-lined into revenues, or how will we see that in the income statement?

Yes, it's already part of our straight line. I'm just saying in the cash income, you'll see that increase in our fourth quarter cash revenues.

Okay, perfect. Thank you.

Thanks, Sheila.

The next question is from RJ Milligan with Raymond James. Please go ahead.

Hey, good morning, guys. Just one question. The mix towards non-restaurant properties and acquisitions in the third quarter was a little bit higher than it's been in the past. Just curious how you envision that mix going forward for acquisitions.

Yeah, RJ, it's not something that we've planned specifically. Obviously, we widened our aperture a year ago or so, and so deals have just been coming through the pipeline. A lot of these are in the seritage deals, which were a little bit more evenly distributed between restaurants and non-restaurants. But there's not a master plan behind that. We're going to look to buy properties that we think are sensible. The mix will change over time. And certainly, as we've looked into other property types, we feel like the amount of properties that we can address is greater. But then nothing specific behind it. Thanks, RJ.

The next question is from John Masako with Leidenberg Tellman. Please go ahead.

Good morning. Good morning. So looking at the portfolio stand today and kind of just in the context of the fact that, you know, your first kind of five tenants are publicly traded and what they've done to kind of build a capital reserve in light of the current volatile environment is kind of publicly known. But maybe outside of that, as you look at the portfolio today, what portion roughly do you think is maybe slightly at risk if you go into either a second lockdown or some of these commercial restrictions? end up being a little longer term, just any color there would be helpful. Very small. Okay. And then, you know, I think about Cairo, maybe longer term, obviously it's been an insightful view into the restaurant industry in kind of recent months, but is that longer term a portion of kind of the business you want to keep, or could that potentially be something that's either fully disposed of or kind of structured into more of a net lease kind of investment for you guys?

Sure. So I think it's important to keep in mind that Caro is an extraordinarily well-run business. Carol, who runs that business in San Antonio, obviously overseen from here in Mill Valley, but Carol, who runs that business, and the six managing partners that report to her are true professionals. And it's been very valuable to understand day by day how they're operating. So I'll leave it at that. It obviously put a little bit of noise into our numbers. but I think it's understandable and it's proven to be very valuable as we negotiate with tenants and want to understand exactly what's going on on a day-to-day basis. And it allows us to explore some growth that we wouldn't normally be able to explore as we were able to purchase an olive garden this summer that had adjacent land in which we can, in a very sort of mindful of risk way, grow a seventh property, which further provides some learnings on that process. So again, very well run, very insightful. Certainly during the spring, we were in daily contact with Carol on exactly what was going on in the business, changes she was making, ways in which they were creating additional revenue, but no plans as of today.

No, that's it for me. Thank you very much.

Again, if you have a question, please press star, then one. The next question is a follow-up from Sheila McGrath with Evercore. Please go ahead.

Yes, I was wondering if, since you're ramping up acquisitions, if we should expect any increase in G&A with adding personnel? going into fourth quarter in 2021?

I wouldn't look at fourth quarter as much as going forward. I think G&A will increase as our properties number increases, but we've been very careful on G&A, and now, in addition to that, we have the offset of some of the economics from the I don't think the G&A change will be anything surprising to folks. We're just maturing as a team, bringing in more capability, but nothing substantial.

And then on the JV, should we be modeling some sort of other income fee stream or it's just immaterial or how should we think about that?

I mean, Our reason for doing this, Sheila, is not to create an asset management business. It's not really capturing one-time promotes. It's providing a pipeline of great tenants, long-term leases, our lease form that we intend to have 100% ownership of once the properties are paying. So that's the way I'm thinking of it. and how I think it will unfold. But it certainly will offset some amount of the additional overhead that we're going to incur in order to execute the plan on the joint venture.

Okay, great. Thank you.

Again, if you have a question, please press star, then 1. There are no more questions registered. This concludes our question and answer session. I would like to turn the conference back over to Mr. Morgan for any closing remarks.

Bill? None for me. Thanks, everyone. We're certainly available for questions. If anyone would like to chat, reach out. Hope all's well. Thanks. Great. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.