Good morning all and thank you for joining us for the FCPT Third Quarter 2024 Financial Results Conference Call. My name is Carly. I'll be coordinating your call today. [Operator Instructions] And now I'd like to hand over to your host, Patrick Wernig to begin. The floor is yours..

Thank you, Carly. During the course of this call, we will make forward-looking statements, which are based on our beliefs and assumptions. Actual results will be affected by known and unknown factors that are beyond our control or ability to predict. Our assumptions are not a guarantee of future performance, and some may 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, October 31, 2024.

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. With that, I will turn the call over to Bill..

Good morning. Thank you for joining us to discuss our third quarter results. I will make introductory remarks. Josh will comment further on the investment market, and Patrick will discuss our financial results and capital position.

I'd like to start today's call on a theme which we've spent a lot of time internally over the past year, investment discipline. When the net lease industry saw its cost of capital rise in 2023, we paused external growth.

We focused on accretion and declined to go out on the risk spectrum to make the math pencil at the cost of diluting our portfolio quality. We were patient. We didn't cut team resources, and we were confident when the market shifted back, we'd be ready to return to growth. This past quarter saw our cost of capital on both the debt and equity side drop.

And so we turned the acquisition machine back on with as much bigger as we turned it off. We raised over $224 million in equity. And today, we have $100 million in equity forward, full capacity on the revolver and the lowest leverage we've had in nearly 5 years. We are excited about the outlook for Q4 and next year.

Now shifting to our in-place portfolio. We continue to perform very well with high rent collections and occupancy. Our rent coverage in the third quarter was 5x for the majority of our portfolio that reports this figure. This remains among the strongest coverage in the industry.

As a reminder, FCPT's casual dining operators are national brands and sector leaders, and they generally outperform the industry. For example, Brinker recently reported Chili's same-store sales growth at plus 14% for the quarter ended in September.

Similarly, Olive Garden and LongHorn reported same-store sales growth of plus 1.6% and plus 4.7% for the full year ended May 2024. In the most recent quarter ended August 2024, those figures moderated slightly to a plus 3.7% increase for Longhorn and a 2.9% decline for Olive Garden.

As we look forward towards the rest of the year, we note that Q4 is typically our busiest quarter for acquisitions, and we believe that trend will continue in 2024. It will be a busy quarter. The team is seeing real success in sourcing high-quality deals consistent with our quality thresholds.

We do not give guidance on the pipeline or our acquisition volume, but we do expect the coming months to be very active. So please watch out for press releases as we will be following our typical cadence of announcing each deal the day they close.

As for portfolio management, we want to remind investors that our portfolio has near-zero exposure to problem subsectors, such as theaters, pharmacies, big box retail, gyms, dollar stores, car wash or general merchandise.

So while a potential softening in consumer spending may ripple through our retail operators, we believe our portfolio is very well positioned. We'd like to provide a final update on Red Lobster. The company exited bankruptcy in early September. All 18 of our stores were affirmed and remain open without any rent cut or disruption of payment.

In fact, most of our stores had rent increases over the past few months, and others continue to pay percentage rent. On a final note, while we continue to recognize that Darden is a strong foundation to our portfolio, we have reached a new milestone in our diversification efforts.

We now have 156 brands in the portfolio with Darden now making up to slightly less than half of our portfolio. With that, I'll turn it over to Josh for to further discuss the investment environment..

Thank you, Bill. During the quarter, we acquired 21 properties for $71 million at a 7.2% cap rate, in line with last quarter. The acquisitions this quarter were 100% restaurant, with the majority coming from the Bloomin' transaction and the remainder from one-off acquisitions, a Buffalo Wild Wings and a Taco Bell.

For the year, our acquisitions have been pretty evenly split between restaurant, auto service and medical retail. As we stated before, restaurants, auto service and medical retail are all sectors that are attractive to us, but the actual opportunities we see may vary from quarter-to-quarter.

We still expect that new acquisitions will be roughly evenly split between these categories over the long term. As mentioned, the largest single transaction this quarter was a $66 million portfolio of 20 Bloomin' Brands restaurants comprised of 10 Outback Steakhouses and 10 Carrabba's Italian Grills.

Bloomin' Brands is a strong public operator with over 1,400 restaurants and $4.5 billion in sales. They are now our third largest tenant at 3.3% behind only Darden and Brinker. The acquired properties scored very high on our scorecard, are under 2 long-term master leases and leased to corporate Bloomin' Brands entities.

The rent coverage is similar to our original spin portfolio and fits in well with our approach to seeking high-quality net fees. As Bill mentioned, we have turned our acquisition machine back on and have been very active pursuing new opportunities remaining disciplined on our pricing and quality thresholds for new acquisitions.

One point I'd emphasize is that we did not spend the first half of the year when deal volume was muted being idle. Our team has built an extensive network of internal systems to track opportunities, leverage data and analytics for adaptive underwriting and process transactions in an efficient and organized manner.

These systems have, in turn, augmented our sourcing capabilities. Coupled with our established reputation as an intensive incredible buyer, we have signed up several deals in just the past month as we continue to take full advantage of our improved cost of capital. Our outlook on future additional opportunities also remain positive.

Per the Boulder Group's net lease market report, the supply of single-tenant retail properties actively on the market increased to 3,975 overall in Q3, an 8.1% increase over the prior quarter. As transaction volume is still rebounding across the industry, we expect our opportunity set to continue to grow in the near term.

We are getting traction on very attractive deals that were outside of our price range for the past several years but now, in this landscape, can be purchased accretively. Overall, our portfolio now stands at 1,176 leases, with restaurants at 79%. Automotive is our largest non-restaurant sector at 10% and followed by medical retail at 8%.

We will continue our steady approach to diversifying over time. On the disposition front, we did not sell any properties in Q3 of this year.

However, we are still frequently receiving reverse inquiries on our properties and continue to consider strategic dispositions, both as an attractive alternative to issuing new capital and as a part of our active portfolio management strategy. Patrick, I'll turn it back over to you..

Thanks, Josh. Let me start by going through some of our financial highlights for the quarter. We reported Q3 AFFO per share of $0.43, which is up 2.4% from last year. Q3 cash rental income was $58.7 million, representing growth of 4.8% for the quarter compared to last year.

This figure benefited from both in-place rental growth and $145 million of acquisitions in the last 12 months. On a run rate basis, current annual cash base rent for leases in place as of quarter end is $229 million, and our weighted average 5-year annual cash rent escalator remains at 1.4%.

Cash G&A expense, excluding stock-based compensation, was $4 million, representing 6.9% of cash rental income for the quarter and compared to 7.2% for the same period last year. We continue to expect cash G&A will be approximately $17 million for 2024.

As a reminder, we take a conservative approach and do not capitalize any of the compensation costs related to our investment team. Portfolio occupancy today is 99.6%, and we have just 0.1% and 1.6% of annual base rent maturing in 2024 and 2025, respectively. We've already made great progress on 2025 lease extensions.

We collected 99.8% of base rent for the third quarter, and there were no material changes to our collectibility or credit reserves or were there any balance sheet impairments. Our high occupancy and collections is directly tied to the efforts of our asset management and accounting teams.

In particular, our company has dedicated resources so that we can remain in tight communications with our tenants and be proactive on future lease maturities. Now I'd like to spend a few minutes on cost of capital and state of balance sheet. We've been pleased to see the sector equity multiples improved significantly, including ours.

We've also seen some relief in the all-in rates from new debt issuance. So today, our cost of capital is looking much more attractive than last quarter, which supports our new efforts to build out our acquisitions pipeline. We've been very busy in that area and had great success in using equity via our at-the-market program this quarter.

Since July, we raised over $224 million of equity at a weighted average gross price of $27.38. Today, we have $100 million of equity forwards outstanding at a price of $28.23.

This capital, which equates to roughly 8% of our market cap, was raised in just a few months and demonstrates how the ATM is not only efficient from a fee perspective but also increasingly viable for raising significant proceeds. Regarding our outstanding debt, we have a weighted average maturity of 4 years.

We have $150 million term loan, and our undrawn $250 million revolver are both coming due in November 2025. We won't comment on specific timing or strategy. We are committed to maintaining a conservative balance sheet and laddering our debt maturity profile.

The lending market has seen sentiment improved a great deal versus last year, and we are already in communication with our lenders on this Q4 2025 maturities. We expect to address those in time and well in advance of expiration.

With respect to overall leverage, our net debt to adjusted EBITDAre in Q3 ticked down to 4.9x inclusive of outstanding net equity forwards as of September 30. This is the lowest our leverage has been since 2019 and compares to 5.7x at the end of Q2. Our fixed charge coverage ratio was a healthy 4.4x.

We have $393 million of liquidity comprised of $44 million of cash as of 9/30, our fully undrawn revolver as well as unsettled equity forwards as of October 30. With that, I will turn it back over to Carly for investor Q&A..

[Operator Instructions] Our first question comes from Anthony Paolone of JPMorgan..

I guess first question is, you talked about just your cost of capital being key to just getting back into the acquisition business and more vigor.

But what about just in terms of are you seeing more things come to market as well? Or is this just purely you all engaging more because of your capital costs?.

I think it's both. We had a number of transactions that we've worked on for quite some time where we just couldn't bridge that last 10, 15 basis points of acquisition cap rate that we were able to move into the pipeline in the last couple of months. So we're also seeing more liquidity in the market generally..

Is the pipeline and what sounds like it's going to keep you busy the next few months, just typical one-off transactions? Or are there some larger portfolios in the mix? Or how do we think about that?.

It's a mix. Yes. I don't think it's much different than what you've seen over the last number of years, individual property small portfolios, the [indiscernible]..

Okay. And then just last one. Just can you talk about -- as you think about the restaurant space, just broadly where you're seeing growth or where you're seeing contraction or credit risk, either in concepts or size of tenants or whatnot..

Well, I think our strategy of focusing on large public companies, very creditworthy entities has really paid off. We're seeing some credit issues in the sort of bottom end of the range.

And then I would say high level, the brands that have been able to provide value to the consumer because their 4-wall economics are very strong, have really been successful. Chili's is a great example of that. Darden is a great example of that.

Our tenants are large, proven 4-wall economics, and they haven't had to raise prices as much as overall inflation. So they provide a great value to the consumer..

Our next question comes from John Kilichowski of Wells Fargo..

Maybe just, Bill, on the comment you made last quarter, you had made mention that there was a premium that the market was putting on certainty of close given the capital markets uncertainty and kind of people trying to push deals to get done before the election.

How much do you see the election continuing to be sort of a catalyst for cap rate volatility? And then maybe does that kind of persist into us waiting to see how the candidates' policies actually in fact -- or excuse me, impact inflation, therefore, rates?.

There's a lot in that question. I would say we saw a concerted period where we were signing up new deals where they wanted to get under purchase and sale agreement prior to the current period. And we took advantage of that. What happens for the remainder of the year, frankly, remains to be seen. I think that that's too difficult to call.

Obviously, the election is a very close race. We watch with interest. But honestly, I'd say we have very little competitive advantage in assessing the probability of different outcomes and then obviously, very little competitive advantage in assessing the second-order effects..

Okay. And then maybe just jumping to kind of the consumer. I think last quarter, a lot of the focus is on the lower-end consumer and then some data on QSRs coming in mix. That doesn't seem to be very much in the conversation today.

I mean what has changed on the ground level in terms of consumer behavior that you've noticed?.

I would say that the brands that we have as tenants are performing well, I think, at the very high end of luxury, which we have very little exposure to the inflation in pricing of consumer goods, is finding a consumer that's inelastic, which shouldn't be a surprise as luxury good pricing in many cases, has gone up 50% in the last 5 years.

But in the more normal way segment of the economy that we play in Olive Garden, Chili's, medical retail, car washes, tire stores, that's much more necessity based, it's part of everyday life. We're seeing pretty decent stability. I will say that the election seems to be distracting consumers over the last couple of weeks.

But I think that that's a temporary effect. ..

Our next question comes from Mitch Germain of Citizens JMP..

Fairly active in the capital raising front through August, obviously, funding the Bloomin' Brands deal.

I'm just curious, obviously, the capital raising continued since then, what happened to the pipeline over the course of that time? Did you see like a real sharp acceleration in deal volumes coming to you?.

So Mitch, I think the answer is in your question, right? We match fund, and we were opportunistic to raise equity. And at the same time, we found a lot of really interesting acquisitions that were high scoring that were priced accretively. So we didn't sit on our hands..

Got you. You mentioned investing with the large public companies.

Does that kind of take some of the franchise deals out of your pipeline at this point?.

We don't overemphasize public versus franchisee. We focus on whether the tenant has strong credit. So there are some small public companies that we've avoided. There are some very large franchisees that we would welcome in the portfolio. So we really look to what's the underlying credit of the tenant.

And we found in the last few months that not only have we been able to get pricing that works well for us, but we've been able to buy some very high scoring assets..

Got you. And then more liquidity in the acquisition markets.

Does that equate to more competition as well?.

It's always competitive mix unfortunately. But I would say that as Josh very accurately stated, we stayed really busy in working on deals, cultivating these relationships being active. And when our cost of capital change, we change with it.

And a number of the transactions that you'll see close over the next few months were things that we started working on very early in the year. We just couldn't get to agreed to pricing. And in the September, October time frame, we were able to..

[Operator Instructions] Wes Golladay of Baird..

Just looking at a potential debt raise with the long end running a bit.

Would you prepare a term loan at the moment over an unsecured note for a private placement?.

I think we are assessing term loans, private notes, public bonds and overequitizing the balance sheet on a daily basis..

And maybe a quick follow-up on that. The capital markets have been volatile, and you've got to get cost of equity now.

And so I guess, does the historical volatility I guess, change your view on maybe just taking advantage of this window right now and just kind of building up for a little bit longer runway?.

I think you've seen that sort of what we've done as leverage has gone below 5, and we're really active in raising equity when our price of our stock was attractive to do so. So I think we've been definitive in how we've acted and market dependent..

Okay. And then looking at that Bloomin' Brands acquisition, I know you said that had really strong coverage.

How was the quality of the assets? Is it like they're upper quartile or just good performers?.

They would be in the very tippy top of scores of all the acquisitions we've done to date..

Fantastic. One last one. Looking at your top 20 tenants, there was a little bit of a shuffling where WellNow is now going from 10 to 19.

Did anything change there?.

No, the way we define tenant is sort of consumer facing and what would the consumer view as that tenant and some of their -- 8 of their properties in Ohio and Indiana and 1 in Illinois were rebranded from WellNow to another medical retail tenant. We still have WellNow as the guarantor on those leases.

So in many ways, that's almost how you define what a tenant is as anything else, but nothing's changed. ..

[Operator Instructions] Our next question comes from Jim Kammert of Evercore..

Bill, you sound obviously more optimistic and about acquisitions and you've got the cost of capital to do it. I'm just curious in your negotiations.

Are you -- how much do sort of annual escalators come into the negotiation and your ambition? As you said, the cap rate's 150 basis point improvement, just an update over the line, but curious how much you think about escalators and the overall kind of IRR when you're looking at the transactions..

Jim, I'm an optimistic guy. So I would say that the escalators both the way it's structured, which is, as a reminder, almost always 1.5% per year, very occasionally 10% every 5 years, very, very few examples other than those 2. And also very often 3 to 5, 5-year extensions at the end of the lease.

So those terms of net lease have remained very, very consistent.

I would say the combination of those 2 terms exists in well more than 90% of what we look at, maybe 95-plus percent of what we look at with only the only exception being Walgreens, which we don't buy, which had more tenant-favorable terms of flat rent and sometimes 50 1-year extensions, but we've avoided that in its entirety. So it's interesting.

It's a great question. It's something that we were wondering whether would come into the negotiation, and it really hasn't to be honest..

Okay. That's very helpful. I just didn't know if again, the incremental leverage this year if there was any to, particularly with some of the private sponsor to private tenants. But I understand..

Yes. Just one final point. Where we see more landlord-favorable terms, very often, it's matched with credit that we don't want to touch..

Our next question comes from Sean Hostert of Net Lease Observer..

Bill, you guys have always been very long-term thinking when it comes to investing both on the capital side, raising money but also where you deploy it. Curious as you think about the Garden net lease, master leases over time and sort of the 2026, I think it is there '27 as those start to roll.

Are those all or nothing renewals? Is there anything you can talk about which relate to those leases and how you think about the performance? Obviously, the company is doing well, but just how that plays out over the next 5 to 10 years now that those leases are starting to enter potentially extension periods..

Those are individual leases. The lease form, you can find it public. It's in our original spin documents. But those are individual leases. They cover 6x at this point. Olive Gardens, LongHorns are almost all profitable, robust sales. They do 50% higher AUVs than the average casual dining restaurants.

So individual leases, subject to multiple 5-year extensions, I would anticipate a very, very high renewal rate. But it's not all or nothing, and they're not master leases. They're individual leases..

We currently have no further questions. So I'd like to hand back to Bill Lenehan for any closing remarks..

Great. Thank you, everybody, and we look forward to talking to investors over the next few weeks at NAREIT. And we anticipate, again, a very, very busy end of this year. Thanks, everyone..

As we conclude today's call, we would like to thank everyone for joining us. You may now disconnect your lines..