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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2014 - Q4
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Executives

Joshua Dicker - Vice President, General Counsel and Corporate Secretary David Driscoll - President, CEO Christopher Constant - CFO.

Analysts

Good day everyone and welcome to the Getty Realty Corporation Fourth Quarter 2014 Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Joshua Dicker, Vice President, General Counsel and Corporate Secretary. Please go ahead sir..

Joshua Dicker Executive Vice President, General Counsel & Corporate Secretary

Thank you. I would like to thank you all for joining us for Getty Realty's quarterly earnings conference call. Yesterday evening, the company released its financial results for the quarter and year ended December 31, 2014. The Form 8-K and earnings release are available in the Investor Relations section of our website at gettyrealty.com.

Certain statements made in the course of this call are not based on historical information and may constitute forward-looking statements.

These statements are based on management's current expectations and beliefs and are subject to trends, events and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Examples of forward-looking statements include our 2015 guidance and may also include statements made by Mr.

Driscoll in his remarks and in response to questions, including regarding future company operations, future financial performance and the company's acquisition or redevelopment opportunities. We caution you that such statements reflect our best judgment based on factors currently known to us and that actual events or results could differ materially.

I refer you to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our soon to be filed annual report on 10-K for the year ended December 31, 2014 as well as our quarterly reports on Form 10-Q and our other filings with the SEC for a more detailed discussion of the risk and factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements made today.

You should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. The company undertakes no duty to update any forward-looking statements that may be made in the course of this call.

Also, please refer to our earnings release for a discussion of our use of non-GAAP financial measures, including our revision to AFFO and our reconciliation of those measures to net earnings. With that, let me turn the call over to David Driscoll, our Chief Executive Officer..

David Driscoll

Thank you, Josh. Good morning everyone and welcome to our call for the fourth quarter and the year ended 2014. The quarter and the year reflected steady progress in the objectives we set two years ago to lease or sell or transition our properties. The progress, its most notable in 2014 is reduction in property operating expenses.

In addition, our professional fees and other operating costs associated with the Marketing bankruptcy declined significantly as we moved past that process and all of these factors drove our AFFO increase.

As we reflect on 2014, it was a year marked not only by additional progress against our initiatives, but also one that really showed positive impact on our results.

This is best reflected in our AFFO per share for 2014 of $1.26 which is almost double our 2013 AFFO, excluding the payments that we received in 2013 from the GPMI bankruptcy stake and the Lukoil settlement and our Q4 AFFO of $0.34 a share.

These results also supported the dividend increase of 10%, $0.88 per share annualized and a special dividend of $0.14 per share at the end of the year. Most of this improvement is due to aggressive reductions in property operating expenses and general and administration and other costs.

Transition work continues in 2015 and while we continue to expect improvement in our results from this process, the velocity of those improvements will begin to slow. With respect to our environmental remediation efforts, we spent $4.1 million this quarter and approximately $13.5 million for the entire year of 2014.

Our activities [ph] were in line with prior periods and about what we expect for 2015. We have been removing or replacing a significant number of underground storage tanks at sites previously leased to Marketing and we anticipate this trend will continue over the next decade.

The company is now able to develop a reasonable estimate of the prospective future environmental liability resulting from preexisting unknown environmental contamination at former Master Lease sites leased to Marketing.

Based on these estimates, at December 31, 2014, the company accrued $49.7 million of future environmental liabilities related to the preexisting unknown contamination. This increases our non-cash environmental liabilities by $49.7 million, bringing our total environmental liability now to $91.6 million on our balance sheet.

This number represents the estimate of the amount we will spend over the next 10 years on these future environmental cleanups. It is a non-cash outlay today and does not directly impact our earnings, AFFO, or FFO.

It is an estimate and as we spend to reduce our remediation liabilities in the future, our environmental liability on the balance sheet will be reduced by the amount we spend. In many ways this can be viewed in the same way as principal repayments on borrowings, which also reduce liabilities as they are made.

Principal payments are not reduction to income but they do reduce liabilities and as they are made, thereby increase equity value. Even as we saw material improvements in our operating results during 2014, 2014 was deliberately a slow year from an acquisition perspective.

A number of factors contributed to our remaining disciplined ranging from continued demand by individual investors in the 1031 market which increased values of property and decreased return levels – to levels that do not expense [ph] to Getty from a return perspective.

We also saw increased activity from large well-capitalized private and public REITs and the emergence of well-capitalized MLPs in our target marketplace who have many of the same single level asset managers that we have.

Some of this competitive pressure eased late in the year and we have seen a resulting increase in our prospective acquisition pipeline and we hope that will yield positive results early in 2015. In addition, internal growth activities towards higher and better usage remain an area of focus for us.

A few of these activities individually will materially improve results but in the aggregate over time we anticipate these activities will provide a steady tailwind both in terms of improved returns and improved underlying credit quality in our portfolio. All of these activities can be supported by our concertedly leveraged balance sheet.

Our balance sheet affords a meaningful capacity and flexibility to support our growth initiatives. At year-end, our net debt was less than $120 million which is below what has been in more than three years. We have a net debt to EBITDA ratio of approximately 2.3% or 2.3 times.

Let me now provide our initial expectations regarding our outlook for 2015 which we also provided in our earnings release. We have established our 2015 AFFO guidance at a range of $1.22 to $1.25 per diluted share. Our guidance does not assume any potential future acquisitions or capital markets activities.

The guidance is based on current plans and assumptions and subject to risks and uncertainties more fully described in the press release and the company's reports filed with the Securities and Exchange Commission. Our outlook does not assume potential future acquisitions and dispositions which could result in a material change to the outlook.

The company’s outlook is also based on a number of other assumptions many of which are outside the company’s control and which are subject to change. In summary, we remain energized by both the organic and external growth opportunities we continue to pursue.

We are well-capitalized, have significant financial flexibility and we will continue to work to enhance value for our shareholders in 2015 and beyond.

I think we can open up to questions, if anybody has any questions?.

Operator

[Operator Instructions] And we’ll go first to Anthony Bella [ph] with JP Morgan..

Unidentified Analyst

Thanks. Good morning.

Your bad debt seemed like they moved up in the quarter and I was wondering if you can address why that was and also the impact of falling oil prices on the business and your underlying tenant credit, was there any tie-in there?.

David Driscoll

The bad debt expense, Tony, was up I think largely because of one tenant in the portfolio – that has properties from the former GPMI stake that we are working through some issues with. It’s not a huge number. So we’re not particularly concerned about it at this point.

We think we’re going to work through to a solution where that portfolio is transitioned to a better place. Let me put it that way.

With respect to falling oil prices, I think that’s actually quite a positive overall for our industry and the tenant at the retail side of the business and there’s really three underlying factors which drive that and I think the first one most people recognize is that margins tend to widen when prices fall. Much of that was felt in 2014.

So this is the case where as prices fall as there is oversupply at the refineries, prices fall at the refinery faster than they do on the street which causes retail margins to widen and our guys just simply make more money for every gallon of gas that they sell.

That is the short-term effect and they come back into line as the year sort of concluded, that, that could be more normalized. However prices have now fallen to almost half of where they are and that causes the second effect to go in, which is – just simply increase volume.

The lower the prices of gas, the more gas people are going to use and that has a knock-on effect, but not only having more gallon sold but it’s also more visits to the location which causes more in-store visits and the profit is inside the store.

So this also helps to enhance the profitability of our tenants and therefore improving the credit quality of our portfolio.

Finally, the third effect which most people don't immediately see this, but they go aha when you point out to them, is the effect of credit card – so generally speaking, the credit card guys take around 4% of the cost of the – the price of the transaction. So at $4 a gallon, the credit card company is taking $0.16 per gallon.

While at $3 a gallon, and it’s below $3 a gallon, the credit card company is only taking $0.12 of the margin and that leads $0.04 more for our retailer in the middle. That’s a very significant number because generally speaking our guys are working on margins that are in the $0.15 to $0.20 range anyway.

So $0.04 is a huge bump to what their typical margin is and that effect alone has caused increased profitability to our tenants, that is quite noticeable to us as we evaluate their operating performance..

Unidentified Analyst

Thank you. That’s helpful and on the oil price front. Just one real quick follow up, though, on the net debt side.

Should the allowance for Dow [ph] full counts in the quarter, I think it was like a million – 1.1 million roughly?.

David Driscoll

I think that was a straight line rent write-off. It wasn’t so much cash as it was a straight line rent write-off of some – that that basically had already been moved out of AFFO. .

Unidentified Analyst

So what that – for AFFO purposes, that 1.1 million, so what does that normalize on a go forward basis?.

David Driscoll

I am going to turn to Chris for that one..

Christopher Constant President, Chief Executive Officer & Director

The allowance account consists of both reserves for doubtful accounts as well as allowances for straight-line rent. In the quarter we had an allowance for straight-line rent of about $728,000. So I think if you factor that out, that’s sort of one-time nature, that’s sort of where we think we would wind up from a recurring allowance..

Unidentified Analyst

And in the environmental, so what actually prompted the additional accruals, like was there a attach to that came back or is this part of a normal review process, like why now I guess –.

David Driscoll

There wasn’t any smoking gun .There wasn’t, if any particular, discovery while somebody was digging in the ground, ultimately with the ground.

We just reached the point where we believe we could estimate what this future remediation could cost and when you reach that point after acquired in fact that you make an estimate and disclose the estimate on your balance sheet. So what we’re doing is the following gap.

We’ve got to a point where we believe we could make an estimate and I think that one of the benefits of it is that I think it does commit us to improve the transparency of the disclosure which is what I was trying to get to in the prepared remarks and talking about the fact that now when we spend a dollar of environmental remediation, you really are going to - the significant, it’s not all that, then reduce the environmental liability on the balance sheet.

You can amend previously that we spent the dollar on environmental remediation but that balance sheet liability wouldn’t necessarily go down because we were discovering additional liability as we did it.

And so as we got more used to the portfolio and understood that we got into a position where we felt comfortable that we could make a reasonable estimate. And having done that I think this going forward is going to make for just a much simpler way to understand what’s going on in that part of our world..

Unidentified Analyst

So you think you can uncover the more liabilities or you think this is it, then you’ve kind of reached that point where you have enough information to say, this is the whole thing. .

David Driscoll

You are talking about really an exact science.

We think we have done as – there a job is anybody could in estimating essentially unknown liabilities at this point, but we’re basically trying to make an estimate on what is going to cost us or intermediate liabilities on our piece of ground that nobody has guts to build up in and we expect that might sometime in the next five years.

It’s a very of tricky process but I can't tell you that we're not going to ask additional increases in that liability. I can tell you we’re going to have additional diseases in that liability. I can tell you that sitting here today, this is our best estimate of what we think is going to be. .

Unidentified Analyst

And actually you mentioned in your comments -- your mentioned 10 years in sort of a gap analysis to that number, is that cut off point just for GAAP purposes, like could this liability go on beyond 10 years and from an economic point of view, the bigger –.

David Driscoll

Well, there is a bunch of things that affected 10 years. The three most important that come to mind is generally speaking, these projections in industry wide are 10 years, that’s generally good and by the fact that as a general rule, you’re out 1.5 to 2 standard deviations in terms of what the time to closer is when you get the 10 years.

So 95, whatever the standard deviation curve is, 97.5% of these things take less than 10 years to remediate.

And then the third thing is that we do have something going for us here, which is that – first, virtually all of this liability as you will recall, resides in our legacy portfolio which was leased to Marketing and came back to us and certainly for portion of those properties that we relaxed in long-term tenants, all of those leases essentially passed the unknown liability to those tenants on the 10th year anniversary of the new leases that we signed now two and half years ago.

So I won’t tell you that 11 years from now, there won’t be an environmental remediation going on but it will be – it should be the tail-end of it. That’s what the experts tell us..

Unidentified Analyst

And then in your 2015 guidance, so what -- as it relates to environmental either accruals or actual cash or whatever, what's actually in AFFO in your guidance for 2015?.

David Driscoll

Chris, you want to –.

Christopher Constant President, Chief Executive Officer & Director

Sure. Our AFFO guidance is based on our current definition of AFFO which we actually revised this quarter, so it’s AFFO less revenue recognition adjustments.

The revision to the definition is to back out some of the non-cash pieces of environmental which flows through our GAAP P&L, that we backed out accretion expense and we’ve also backed out changes in environmental estimates and then acquisition costs and other recurring items. We do not deduct environmental spending from our definition of AFFO..

Unidentified Analyst

So you don’t have any cash spending related to environmental hitting your AFFO -- other than our normal GAAP environmental expenses which are cash with represent legal issues, litigation and professional fees, so the capital and costs related to driving down that liability though are excluded. .

David Driscoll

They are not in AFFO but you’re now going to see them basically applied towards the reduction of the approximately $91.6 million environmental liability and you’re going to see that go down pretty much dollar for dollar going forward. .

Unidentified Analyst

And so then when you mentioned in the fourth quarter I think $4.1 million of cash environmental costs, was that kind of a dollar amount related to, for instance, driving down that liability or did that also include sort of the cash amount paid for legal and things like or --?.

David Driscoll

No, think of that as former, that’s the amount driving down the balance sheet liability. Think of that as the principal repayment. .

Unidentified Analyst

And so now that I think I kind of understand this, so in 2015 how much do you think you will spend to drive down the liability on a cash basis and how much do you think you will spend in cash on sort of the things like you’d expense like legal and consulting and so forth?.

David Driscoll

Well, I said in the prepared remarks, I think that’s right where we are at in 2015, $13.5 million, plus or minus, may go up a little bit because there is more tanks being removed and one of the things that’s occurring, it gets sort of a layer down below is that we can do a lot of these -- when you are doing tank removals, you can also do a lot of environmental remediation, active kind of the removal.

It’s different from discovering contamination at a time when you're not removing the tank. Like when – it’s as simple as removing the tank, you can dig away all the contaminated soil and remove it and take it away.

Whereas if you are doing that well, you discover contamination and it’s fairly going to remove the tank and so it’s actually harder and can be more expensive too. Remediate and – the remediation dollars will be spread over the longer period of time. So because for all those reasons, we might go up a little bit from the 13.5, that’s giving a lot.

Now that what I think of is the administration expenses around environmental in 2015 – Chris is trying to show me –.

Christopher Constant President, Chief Executive Officer & Director

Yes, the 2015 numbers that are part of our guidance for the administration expenses are roughly $3 million. .

David Driscoll

That was in 2014 and as we said 30 adopted from the 2015 guidance..

Christopher Constant President, Chief Executive Officer & Director

Right. The 3 million like the cash expense, that’s basically you keep in the air..

David Driscoll

Right. I think it is the administration expense versus the digging expense..

Christopher Constant President, Chief Executive Officer & Director

Sorry, I am going to take in effect that says 1.5 billion,.

David Driscoll

And do you guys have in the way of remaining CapEx commitments to tenants? I think it did executors when you re-leasing marketing assets. .

Christopher Constant President, Chief Executive Officer & Director

We made some TI promises, those are ongoing – they will be ongoing, I think for another four, five years. I will tell you that I know how you look at them, we look at them a little differently.

We don’t think of them as same thing as TI commitment for say a guy in the rental apartment business because it’s not something that’s going to recur every two to five years replacing carpet, things like that.

These are more – we think of as one-time items that occurred as a result of the fact that we were re-letting our portfolio on a third year basis rather than a two to three year basis. So –but yes, we still have some of that in front of us. My guess is we probably spent somewhere a little under a third and two thirds or so to go. .

Unidentified Analyst

And what is that roughly maybe annual in dollars, if you kind of do spread it out over the 3 to 5 months..

Christopher Constant President, Chief Executive Officer & Director

Tony, the total amount on our books today from those commitments is roughly $14.2 million. The total commitment gross was $15.3 million. We spent $1.1 million over the two years of the leases..

Unidentified Analyst

And then last topic -- can you just maybe give a little bit more detail on your deal pipeline in terms of cap rates, you can do, transact that and just kind of magnitude, it’s tens of million of dollars or $100 million we could expect as next?.

Christopher Constant President, Chief Executive Officer & Director

We are looking at transactions that lends from lots of little ones $2 million to $3 million to several portfolios that are 100% or above, we expect – cap rates really are going to depend on what part of the country, where the properties are and of course how strong in above those properties are.

I think you could see us below seven in seven cases and I could see us above 7 in other cases. It’s hard to generalize because each portfolio has a different and unique set of credit and real estate qualities that impact us. .

Unidentified Analyst

Okay, that sounds like plus or minus 7, is the –.

Christopher Constant President, Chief Executive Officer & Director

Plus or minus seven, yes..

Operator

And we will take our next question from Dennis Serah [ph] with KCM. .

Unidentified Analyst

Just curious on your shelf-registration, can you give us an additional color on what options you might take here?.

David Driscoll

Well, the shelf itself, we saw, as really nothing more than a renewal of our shelf that we filed three plus years ago and shelfs essentially go sale and you have to basically reup in every three years. So I don’t think there was anything particularly special about that shelf filing that you saw other than it’s just sort of check the box renewal.

To me it’s simply a renewal. The shelf itself is that they call a universal shelf which provides us the ability to issue almost any kind of security that we want out of it. Again I think that’s pretty common and standard.

Certainly our expectation, I won’t tell you – with any certainty but in the past really the only things that public securities that we’ve done off our shelf have been common equity. And I don’t – at this point I don’t see us doing anything heck of a lot more [indiscernible].

We will look at our options if and when we need funding and we will take advantage of what we think is the best way to manage our balance sheet. .

Unidentified Analyst

And then on the equity side, if in fact, if on an acquisition or some opportunity, you are comfortable selling equity here, lower or –.

David Driscoll

Again, it all depends on so many depending things about what the transaction is that we are looking at, what its return rates are, what interest rate expectations are at that point.

So I am not going to make any particular comments about where we feel comfortable selling equity and where we don’t, other than to say that we’ll constantly be evaluating, that’s the best way to manage the balance sheet, particularly in the context of acquisition and we certainly look [indiscernible] accretive in the long term..

Unidentified Analyst

And what is the long term that you are defining?.

David Driscoll

Well, for purposes of that, I would expect that it would be actually fairly short, now two to three years. .

Unidentified Analyst

And your reserve for the environmental, does that affect your dividend policy at all going forward?.

David Driscoll

It’s all non-cash. The answer is no..

Unidentified Analyst

But there is an anticipation of a cash spend though, right? That reserve is non-cash, but –.

David Driscoll

You are right. There is an anticipation of a cash spend and that is you take that in – it’s there now. It hasn’t changed as a result of this liability being accrued. It’s there now and so we’ve already taken into account in previous periods with all of the dividend, that we’ve made and we will continue to do so. End of Q&A.

Operator

And with no more questions, I’d like to turn the call back over to David Driscoll for any additional or closing remarks..

David Driscoll

Well, my only additional or closing remarks would be thank you – all of you who are on the East Coast of the United States for joining the call today. I hope you have the good common sense to be taking the call from your homes or your cellphone, because while we are in the office, the weather is absolutely frightful.

And I understand it’s going to be like that all day. So thank you and I look forward to talking to you when it’s warmer and sunnier and greener. .

Operator

Thank you and that does conclude today’s conference. Thank you for your participation..

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