Good day, ladies and gentlemen, and welcome to your National Retail Properties Second Quarter 2020 Operating Results Conference Call. All lines have been placed on listen-only mode. And the floor will be open for your questions and comments following the presentation. [Operator Instructions] At this time, it is my pleasure to turn the floor over to your host Jay Whitehurst. Sir, the floor is yours.

Thank you. Good morning, and welcome to the National Retail Properties Second Quarter 2020 Earnings Call. Joining me on this call is our Chief Financial Officer, Kevin Habicht. First, I want to express my heartfelt appreciation to all the associates at National Retail Properties for their hard work, dedication, ingenuity, flexibility and respect for each other as we address and work through the myriad of impacts of the COVID-19 pandemic on our lives and the business this past quarter. And to all of those first responders, and health care workers, who are out there keeping us safe and healthy, I offer our deepest thanks as well. Second quarter results for National Retail Properties reflect the basic strength and resiliency of our long-term strategy and business model. We ended the quarter in a strong liquidity position with $225 million of cash in the bank, plus $900 million of available capacity on our line of credit. Our fortress-like balance sheet and long-term perspective were driving factors behind the recent announcement of an increase in our common share dividend. Once that dividend is paid later this month 2020 will become our 31st year of increased dividends a feat matched by only two other REITs and less than 90 public companies in the United States. We collected approximately 69% of our rents due in the second quarter and agreed to defer approximately 21% of our second quarter rents. As the pandemic spread and businesses shut down, National Retail Properties adopted a very collaborative approach with those tenants that were materially impacted, while remaining measured consistent and fair. Our typical rent deferral agreement had a term of less than three months with repayment of the deferred rent typically commencing in the fourth quarter and continuing through the end of 2021. To us, this is the…

Thank you, Jay. And as usual, I'll start with our cautionary statement that we will make certain statements that may be considered to be forward-looking statements under federal securities law. The company's actual future results may differ significantly from the matters discussed in these forward-looking statements and we may not release revisions to these forward-looking statements to reflect changes after the statements were made. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time-to-time in greater detail in the company's filings with the SEC and in this morning's press release. With that, headlines from this morning's press release report quarterly FFO results of $0.65 per share for the second quarter of 2020 and AFFO per share was reported at $0.49 per share, which reflects $30.2 million or $0.17 per share of noncash straight-line rents arising from the rent deferral agreements we discussed last quarter in connection with the economic shutdown. Occupancy was 98.7% at quarter end, that's down 10 basis points from the prior quarter. G&A expense was -- for the second quarter was 5.7% of revenues and that's down from 5.8% of revenues in the first quarter. The primary items of note in our second quarter results are rent collections and receivables. First, rent collections improved monthly throughout the second quarter and into July. Today we reported rent collections of approximately 69% for the second quarter and 84% for the month of July. In the midst of the storm, it's never totally clear if we're doing too much or too little with our rent deferrals, but we're hoping we've struck a reasonable balance. And with the benefit of three months of hindsight we are relatively pleased with the progress being made as we work with a number of our tenants to find…

Thank you. Ladies and gentlemen, the floor is now open for question. [Operator Instructions] We'll take our first question from Brian Hawthorne with RBC Capital Markets. Please go ahead, sir.

Hi, guys. I guess, just kind of wanted to talk about the leasing environment. How deep is the demand you've seen for your leases? And have you seen any change in interest for renewals throughout the pandemic?

Brian, good morning. The -- yes, I would say that leasing demand right now is less than usual for vacant properties. I mean, I think, there's just a lot of businesses that are waiting to see what they want to do about opening new stores. But as I reported in my comments this morning, our lease renewal metrics have remained very consistent with our long-term average of around 80% to 85% of the tenants renewing their lease at around 100% of prior rent and that is without the landlord providing any lease incentive or additional dollars to incentivize the tenant for that renewal. So those renewals are on an as-is basis. So far it's remained very consistent with our long-term average.

Great. And then, I guess, what would cause you to look at potentially extending any deferral agreements? And what could that look like if you were to start doing those really extensions?

Yes. As we've talked about in the prior call and earlier in this call, we've taken a very collaborative approach with our tenants as an initial proposition for a first deferral. So to the extent that tenant's business was significantly disrupted we were quick to be willing to discuss short-term deferral-only not forgiveness but deferral-only to be repaid starting later this year typically and continuing through the latter part of next year typically. And to the extent tenants -- that's not enough for some tenants then we will engage in what we sometimes refer to with folks as a Phase 2 discussion, which would be a more far-ranging discussion about ways to create value for National Retail Properties if we have to do further deferrals or other provisions that you might have to do with the tenant to make things work out. And we have a lot of tools in that toolkit. We can talk about extending term. We can start talk about changing lease rent bumps during the term of the lease. We can talk about new transactions. We can talk about substitution of properties that are currently leased for ones that the tenant might want to swap out. So there's a lot of tools in that toolkit, but it really so far with us has not come into play in any great measure at all. We've had good success with these first initial deferrals that were as Kevin said, almost completely structured to deal with second quarter rent. And then you've seen in July that theater rents started to pick up notably.

Okay. Great. Thank you, guys

We'll take our next question from Spenser Allaway with Green Street Advisors. Please go ahead, sir.

Hi. Thank you, guys. Can you just add a little bit more color on which specific tenant industries are driving the increased rent collections in July versus 2Q?

Spenser that's a good question, but I think it's kind of across the board. The lines of trade that have been -- that's struggling the most during the last few months has been the theaters and health and fitness and those lines of trade kind of continue to struggle as those -- as it's difficult to get those businesses opened and reopened. So I'd say that probably has not contributed much to the increase. But otherwise, I think, across the board the businesses got better.

Okay. And then you guys raised equity in the quarter and you obviously, have ample liquidity and access to the line. So what would you need to occur in order for you guys to get more aggressive on the external-growth front in the back half of the year?

Spenser, we just want to see how things settle out over the long-term. As we've said already in this call a few times, we take a long-term view of the business and we just want to see how this continues to play-out. Each month since April things have gotten a little better and felt a little better but you -- by no means no -- one is saying that this is behind us yet. So we just want to get a better feel for how the next few months are going to play out as that relates to pricing as well as cost of capital -- pricing for properties as well as cost of capital.

Thank you.

We'll take our next question from Rob Stevenson with Janney. Please go ahead.

Good morning, guys. First question revolving around the -- any changes to the 1031 program with -- given the election. Are you guys anticipating on queuing up some additional dispositions into year-end to possibly take advantage of that? Is that not in the cards or in the strategy at this point? How are you guys thinking about that and the opportunistic ability to be able to sell assets at potentially significantly lower cap rates than January or February?

Yes. Rob, the dispositions has been a core competency for us for a long time and we have a good steady flow of disposition business. When we've gone back and looked at it only about call it 30% plus or minus of our dispositions have been to 1031 exchange buyers and so we don't anticipate that affecting us a great deal in terms of those dispositions. We will see if we ramp that up come the end of the year. A lot of our 1031 dispositions are kind of reverse inquiries where we're being contacted by buyers who are trying to get through. So you're right there may be a push to do that at the end of the year that will be kind of demand-driven, but we'll see. It's not a big component of our overall disposition platform.

Okay. And then when you look at your more challenged operators out there whether or not it be Dave & Buster's, Main Event Chuck-E-Cheese's, the theaters or the gyms, is there any significant lease expirations coming up in those categories in 2021, where the operator has been challenged and you're likely to get the assets back at that point rather than being a renewal?

Rob, the short answer to that is no. There's nothing I think in the upcoming lease expirations that's not disproportionate to those lines of trade.

Yes. To be honest it's really outside of those lines of trade. So near-term expirations we should be fine.

Okay. All right. That was what I was trying to get at. Thanks guys. Appreciate your time.

We'll take our next question from John Massocca with Ladenburg Thalmann. Please go ahead.

John?

It appears that Mr. Massocca is no longer there. We'll move to our next question with Vikram Malhotra with Morgan Stanley. Please go ahead. Mr. Malhotra?

Can you hear me?

We can hear you now. Please go ahead.

Hello, can you hear me?

Yes. We can.

Go ahead, Vikram.

Okay. I just wanted to clarify the impairment you took this quarter. Could you just give us a bit more color on what that was? In case – I mean if I missed that I apologize. And then just second on the asset sales, can you clarify kind of how you're thinking about vacant properties?

Sure. Yes. On the impairment we had $21.8 million during the quarter. Probably two-thirds of that roughly related to one small family-entertainment operator retailer that we're looking to sell a number of properties. And so that's what the bulk of that related to. As it relates to dispositions, so far it's been a kind of our usual balance between occupied and vacant. I think three of our eight this past quarter – three of our eight properties sold in the second quarter were vacant, which again in terms of mix it's kind of the normal. I think going forward we'll – again, we'll see – sorry to keep kind of saying that. You will see if that picks up or not. It seems like it would but we'll just have to see.

Yes. Vikram just at a kind of a strategic business-model level job one is – continues to be to release our vacant properties. And so that's what you will see us attempt to do first and foremost as always. But we may be a little bit quicker to dispose of vacant properties and monetize those, if we have not had success getting them re-leased within nine months or a year. Historically, we sometimes held properties longer than that trying to get them re-leased and we may be a little bit quicker to monetize that and turn that money into new acquisitions.

Okay. And then just I wanted your updated thoughts on how to think about the occupancy trajectory from here on over the next call it six to 12 months. I know during NAREIT, you'd offer a certain kind of hypothetical bear-case view on occupancy. And I'm just wondering now that we're a couple of more months under our belt like how were you thinking about the effects of a recession on occupancy versus say the GFC?

Yes. It's still hard – very hard to answer that. I will say, I think we're probably slightly more optimistic than we were. I mean, like I said with the benefit of three months of hindsight, it feels like things are moving in the right direction. Collections obviously have picked up. We actually had a couple of rent deferral agreements that got sent back to us and said "We've got the money. We're going to pay you rent. We don't need the deferral agreement." At the margin slightly better. Having said that, we – I think one of the ways we've framed this is that 2008 and 2009, we lost 300, 350 basis points of occupancy and this feels worse than that. So we obviously think it will be more than that. But we think, whatever that number is, which we don't know obviously, it appears that we'll be just fine, in terms of balance sheet, dividend, all the critical kind of metrics. And it really just becomes a matter of re-leasing properties in due course, and getting back or returning back on the acquisition engine, when we think it's appropriate.

Okay. And then just last one for me, if I can clarify. You had alluded to the fact that, if you need to offer more deferrals you might look at pulling certain levers, in terms of bumps et cetera. But, just as you think -- as we think about the next six months, is this your base case? Like, are you planning for a certain percentage of deferrals to just continue through the balance of the year?

We're -- Vikram, I think, I understand the question. We're optimistic that the majority of our deferrals, the initial deferrals will be paid back on schedule. And the tenants will otherwise get back on the regular rent-payment schedule, through this third quarter and into the end of the year. It would be unrealistic to assume that, we won't have some other problems. And need to do some additional deferrals or lease restructurings with some tenants. But to-date, to echo Kevin's, modest sense of optimism to date we've had very few discussions about those kinds of things, with tenants.

Okay. Great. Thanks so much.

We'll return to John Massocca at Ladenburg Thalmann. Sir, your line is now open.

Good morning.

Hi John.

Hey John.

Second chance John. Hi.

So I just wanted to dive a little bit on Chuck E. Cheese's. Kind of given what's going on there, I guess maybe what are your views -- kind of early views on, recovery potential there? Just any kind of color would be helpful.

We -- they're in bankruptcy. We are -- Kevin, we're on the Creditors Committee…

We are.

… for that, right? So -- but they've projected some other leases already, none of which being ours. And we will just see how that plays out. We -- that's an example to us acquiring good real estate locations, at reasonable prices and reasonable rents. And so far, those properties have stayed in the business, in the bankruptcy.

And then just in terms of maybe recovery, I mean should we expect something in line with historical norms, or is -- given the operating environment we're in maybe something discounted to that?

The historical norm for us is on vacant properties, we collect about $0.70 on the dollar. About 70% of our prior rent without -- and that's on an as-is basis, so without putting additional money into those properties. And I think right now, that's probably kind of the bright line we're looking at. But it's too early for us to have a feel for that. It may be better or it may be worse.

Okay. And then looking at kind of the 2Q, rent collection, one industry that kind of stood out in terms of collection and not being maybe on the traditional industries that have been impacted particularly hard was with the automotive services. Can you just provide any color on, what kind of caused that low level of rent collection in that kind of industry? And are they maybe one of the tenant industries that have rebounded, in July?

Yeah. They -- without getting into talking about specific tenants, that sector also includes car washes. And the -- and so there -- those businesses were some that we were happy to talk to about deferral agreements, when the pandemic first struck. And your assumption is right, John. The -- in many cases those businesses have rebounded. And so that line of trade is notable in the exhibit to the press release. But it is not at all a line of trade that we're losing sleep over, in terms of getting back to full rent and getting those deferrals paid. We have a lot of strong tenants in that line of trade.

Okay. And then one quick detailed question, just to make sure I was hearing it right. The amount potentially that you reserved for being below a collectibility threshold, that's in that $5.6 million?

Correct.

Sorry. Yes that's a general reserve for the accrued rent when they -- all the accrued rent is -- effectively all, is related to the rent deferral lease amendments that we entered into. Yes.

Okay. All right. That’s it for me. Thank you all very much.

We'll take our next question from Christy McElroy with Citi. Please go ahead.

Hi. Good morning, guys. Thanks. Just a quick follow-up on that reserve question. So you also mentioned a $2.6 million number. Was that a portion of the $5.6 million? Just to clarify that. And did you write-off any straight-line rent as well in the quarter?

Yes. So, I'll answer the first one over the last one. No, we didn't write any off. But, yes, two different buckets of receivables. One the accrued rent receivable, which we've always had over the years, but we added to significantly in the second quarter as a result of the lease -- the rent deferral lease amendments. And so, that accrued rent receivable went up $35.8 million. We reserved $5.6 million just for that accrued rent receivable. There are other receivables, which is just typical quarter end rent receivables. Somebody didn't pay rent and they didn't enter into a deferral agreement. And so, that receivable went up by $17 million. We reserved $2.6 million for that receivable, two different buckets. So, yes, the total of $8.1 million or $8.2 million, I guess, of total reserves for receivables.

Okay. Got it. Thank you. And then just on the accounting treatment of the deferred rent. So it looks like it was treated as a lease modification instead of taking advantage of FASB's relief for treating it as not a modification, given that it went through the straight-line rent line instead of accruing in the rental revenue line. Can you just talk about the nature of the deferrals that either made it ineligible for the FASB relief, or that you've decided to treat it that way, as a modification?

No. We decided to book it as accrued rent. We did take advantage of that, that we did not reclassify these leases and so -- but the lease deferral amendments were all treated as increase in accrued rental income.

Increase in accrued, so you -- but you put it through the straight-line rent, as opposed to accruing it in the [Audio Gap] in terms of the Q2 and July collection, so the amount of deferrals in Q2 implies about 10% unresolved, which you talked about. And then, in July, can you provide the bucket -- out of the 16% remaining, can you provide the amount deferred and the amount unresolved? And then I guess the second part of that question is, maybe you can give a little bit more color on that unresolved bucket. What portion of that are you pursuing those legal remedies? And what portion of that are national tenants?

Yes. So, you should think of July very similar to the 2Q in terms of the unresolved being about that same 10% number, meaning 84% collected. There's probably 6% that's being deferred in third quarter. As I mentioned, some of our deferrals billed in the third quarter and then 10% is still unresolved. It's a little still hard to handicap exactly how it's going to -- that 10% is going to get broken out between collected, which we've had a fair amount collected, execute a deferral agreement or litigate. And so, we're in the early stages of sorting that out.

Okay. Thank you.

Christy, I just -- maybe to add a little bit of color to that. When I look at it, about half of that 10% are in -- after discussions about deferrals that may well happen, I'm a little more optimistic about. And about half of it is in discussions with tenants that I'm less optimistic won't -- will result in a deferral agreement, more likely may end up in legal process. But those are with -- a lot of the tenants that make up that 10% are large strong companies that have simply chosen, either not to pay or not to agree to deferral terms that we think, are fair and reasonable.

Okay. That’s helpful. Thank you, guys.

[Operator Instructions] We'll take our next question from Chris Lucas with Capital One. Please go ahead.

Good morning, guys. I guess just -- Kevin, just on the expense side of the equation, do you guys have much insight into the direct payments that tenants have to make as it relates to expenses and how on top of those they are?

Yeah. I mean again, we obviously track that along with rent. And so taxes -- real estate taxes being the most important. So yeah, we definitely stay on top of that, and make sure the tenants are staying on top of that. Our deferral agreement, typically continue to require the tenant to pay those expenses, and we're deferring generally just the base rent amount.

So, when you -- as it relates to just the sort of percentage rent collected or whatever metric you guys have provided for those like that haven't paid rent and you don't have a deferral agreement, are you able to sort of stay on top of whether or not they paid any expenses or not, or is that an additional sort of unknown?

No. We know. We have a good sense of whether someone's paid the taxes or not. The utilities and insurance, et cetera, are less critical obviously and less sizable. And so, the real estate taxes, is the big one. And yeah, we continue to track that.

And that's factored into your collective?

Correct.

Yeah, Chris. Chris, all of the triple-net expenses are part of the overall discussions with tenants that have not -- with tenants that make up that 10% AR bucket, unresolved bucket.

Okay. And then, I guess as it relates to -- retained cash flow has been a big component of your capital investment opportunity set, I guess if you want us to call it that way. Anyway, do you have a number for us for second quarter in terms of retained cash flow?

Not really. I mean I guess for the quarter -- I mean if you're looking at versus all in dividends, et cetera?

Yeah.

Yeah. I mean we're just about breakeven for the quarter. That was at 69% rent collection. I think we're -- if you look at our AFFO of $83 million, dividend was $88 million, if that gives you any kind of context.

Yeah. Thank you. Appreciate it.

Yeah.

Yeah. Like on a straight cash base, we're about breakeven.

For the quarter, yeah. And for the half, we're obviously still positive.

Yeah.

We'll take our next question from Joshua Dennerlein with Bank of America. Please go ahead.

Hey guys. Just maybe a follow-up to Christy's question.

Josh, I think we lost you.

I'm looking at your industry--

Josh you're cutting out. Karen let's go on to the next call and see if we can get Josh back.

We'll move back to Vikram Malhotra with Morgan Stanley. Please go ahead.

Thanks guys for accommodating. Just wanted to clarify. On the rent -- on the deferrals or even just the collections just wondering if there's any change in your experience from tenants and states like Texas and Florida where we've seen a ramp-up in cases?

No, we haven't really seen any regional or statewide notable variances in all of that at this point, Vikram. Remember that we deal with large tenants that have businesses everywhere. So, even to the extent there may be a hotspot that pops up and causes them to shut down some of the units in that hotspot these are the -- we're -- to the extent the tenant was paying us rent they're still paying us rent.

Thank you.

[Operator Instructions] There appear to be no further questions at this time. Mr. Whitehurst, we'll turn the floor back to you.

Thank you. We appreciate all of you joining us this morning. Have a good day.

Ladies and gentlemen, this does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time and have a great day.