The Necessity Retail REIT, Inc. (RTL) Q1 2023 Earnings Call Transcript

The Necessity Retail REIT, Inc. (NASDAQ:RTL) Q1 2023 Earnings Conference Call May 10, 2023 11:00 AM ET

Company Participants

Curtis Parker - Senior Vice President

Michael Weil - President and Chief Executive Officer

Jason Doyle - Chief Financial Officer

Conference Call Participants

Bryan Maher - B. Riley

Mitch Germain - JMP Securities

Barry Oxford - Colliers

Operator

Good morning, and welcome to the Necessity Retail REIT Fourth Quarter and Year-end 2022 Earnings Call. At this time all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] 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.

Curtis Parker

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.decesityretailreit.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?

Michael Weil

Thanks, Curtis, and thank you all for joining us today. We continue to make great progress on some of our key strategic objectives during the first quarter, including leasing available space, renewing leases with existing tenants, 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 nonrecurring 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 continued to deliver results. Our executed leases as of quarter end plus leasing pipeline as of May 1, 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 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 upward 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 1, 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 with who were working through some challenges. I'd like to give you an update. As previously disclosed in our 10-K, [Tom's King] (ph), 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 23, 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 13. 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 is still operating and paying rent in the space. The remaining properties are being actively marketed.

Another of RTLs 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% and up from 91.8% a year ago and weighted average remaining lease term of 7.1 years. We own properties in 47 states in 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 on 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 or actual or implied investment-grade rated. Based on straight-line rent, 65.1% of leases across the portfolio include contractual rent increases which increased 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 1, we disposed of $72.4 million of properties, and we have a disposition pipeline of over $100 million by contract sales price, including properties subject to purchase and sale agreements and nonbinding 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?

Jason Doyle

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 $0.23 per share, down $0.01 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 ticked 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. 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 31, the components of our debt include $448 million drawn on our credit facility, $1.8 billion of outstanding secured 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 on -- through our credit facility plus cash and cash equivalents, stood at $89.7 million, that’s based on our March 31 cash balance and barrowing availability. The company distributed 28.5 million in common dividends to shareholders in quarter for $0.21 per share. AFFO per share was $0.23.

With that, I'll turn the call back to Mike for some closing remarks.

Michael Weil

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 in 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.

Question-and-Answer Session

Operator

Thank you. [Operator Instructions] And our first question comes from the line of Bryan Maher with B. Riley Securities. Please proceed with your question.

Bryan Maher

Thank you. And good morning, Michael and Jason. Couple of questions for me. Is there any way to kind of quantify roughly what you think that the impact of the kind of issues that you walked through might be on 2023 numbers, even assuming you're successful in kind of re-leasing or selling those assets, there's probably some downtime involved, anything you can share with us in that regard.

Michael Weil

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 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 timing before -- 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.

Bryan Maher

Okay. Thanks. We were a little surprised to see the volume dollar-wise, of your transaction activity, both completed and pipeline. 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?

Michael Weil

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 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 is just -- it highlights what we're so excited about in the overall portfolio.

Bryan Maher

Okay. And just two more quick ones. One, Jason, as it relates to the G&A costs coming in a little bit ahead of where we were thinking, we did notice that there was seasonality kind of last year, fourth quarter 2021 to first quarter 2022. Coming in here at $10.5 million, would you be disagreeable with the statement that somewhere in the mid- to high 80s is a better run rate for G&A for the balance of the year?

Jason Doyle

Yes. 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.

Bryan Maher

Okay. And just lastly, it seems like most of your lease expirations for this year are pretty close to being addressed, there is only 3% left or so, 2024, 2025, you've got 8% and 9%, is -- what do you think is the prospect for getting a head start on those putting a dent in those numbers over the next couple of few quarters?

Michael Weil

It's exactly what we historically have done and will continue to do. We start active renewal conversations about 24 months out. Some of the national retailers may choose to wait until it's a little bit closer, preferring 18 to 12 month window. But the asset management focus is on keeping the good tenants in place, making sure that 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.

Bryan Maher

Thanks, guys. That’s all from me.

Michael Weil

All right. Thank, Bryan.

Operator

And our final questions come from the line of Mitch Germain with JMP Securities.

Michael Weil

Good morning, Mitch.

Mitch Germain

Hi. 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?

Michael Weil

On the properties that were rejected, the 28 properties that definitely had an impact on the first quarter, but we're -- because we took those back and we are 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 leasing and disposition opportunities are -- we're seeing them very clearly to be above where we purchased 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

Mitch Germain

Right. I guess you mentioned that some of the Mountain rent payments were on deferral. Is there a way to quantify where we stand there?

Michael Weil

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.

Mitch Germain

Got you. Okay. You redeemed some debt post quarter, obviously, put on the line. Is there a long-term plan for those previous mortgages?

Michael Weil

Yes, there is, and that long-term plan is to do something that looks more permanent. 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 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 decision we made that I think is justified.

Mitch Germain

Got you. And then last for me, Imperial moved into the top tenant list, top 10 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?

Michael Weil

Jason, can you help me out with that, because I don't see Imperial in the top 10. Am I looking at the wrong place -- I'm sorry. I'm sorry. Yes, they -- they are top 10. They're 2.6% of straight-line rent and -- I'll get back to you on that -- It was not through acquisitions, Mitch. So it was just a natural move within the portfolio.

Jason Doyle

Yes. I have it here, Mike. It was an [MTAA] (ph) to Imperial assignments.

Mitch Germain

Okay. Yes. So there was something that happened where they took over lease. That's what I figured, but I just wanted to confine correct.

Michael Weil

Correct, correct.

Mitch Germain

Yes. Great. Thank you.

Michael Weil

Thanks, Jason.

Operator

And we'll actually take our next question from the line of Barry Oxford with Colliers. Please proceed with your question.

Michael Weil

Good morning. Barry.

Barry Oxford

Good morning. 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 they are 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.

Michael Weil

Yes. 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 we'll continue to work to resolve this, frankly, in the best possible way for our property ownership and our shareholders.

Barry Oxford

Great. As you go through the re-leasing 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?

Michael Weil

I would always -- I would say that there is an opportunity, especially in the quick service restaurant sector to see that type of pickup. American Cars, 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 those that look deeply at the portfolio can see thinks like you are asking 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 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 revenue, of NOI and of course, earnings.

Barry Oxford

Perfect. Thanks for all that Michael. Appreciate it.

Michael Weil

All right, Barry. Thank you.

Operator

And we have reached the end of the question-and- session. I'll now turn the call back over to Michael Weil for those remarks.

Michael Weil

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.

Operator

And this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.