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

Thanks, Jeff. Good morning, and welcome to the National Retail Properties third quarter 2020 earnings call. Joining me on this call is our Chief Financial Officer, Kevin Habicht, and I'm also pleased to welcome our recently appointed Chief Operating Officer, Steve Horn to his first official earnings call In his 17 years at National Retail Properties, Steve has been involved in all aspects of our business and has been one of the architects of our strategy and culture and there is no one more qualified to step into the role of COO than Steve. Also, I want to express my deep appreciation to all the associates at National Retail Properties for their tireless efforts and inspiring collegiality as many of us continue to work remotely while addressing all the challenges of family, school and career in the midst of the continuing effects of the pandemic. And with that let me turn to some comments about our third quarter. First, I want to highlight that we increased our quarterly common stock dividend in August, making 2020, the 31st year of consecutive annual dividend increases. This enviable record is matched by only two other REITs and less than 90 public companies in the United States. Our rent collections continue to trend positive during the quarter resulting in collections at approximately 90% of third quarter rents. The balance of the rent due for the third quarter was divided roughly equally between deferred rent and unresolved outstanding receivable rent. Notably, we forgave less than 0.5% of 1% of our third quarter rent. We also announced today that our October rent collections were approximately 94%, indicating continued strength in our core portfolio. As a reminder, our tenants are typically large, well-capitalized, regional and national operators, with the scale, financial wherewithal and management expertise to weather…

Thanks Jay. As usual, we'll 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 and core FFO results of $0.62 per share for the third quarter of 2020. As noted in the press release, these results include $14.8 million or $0.09 per share of receivables write-off in connection with reclassifying certain tenants to cash basis rent recognition. Additionally, we recognized $8.5 million of deferred rents in the third quarter, which were excluded in calculating AFFO. As Jay mentioned, occupancy was 98.4% at quarter end, G&A expense for the third quarter was 5.9% of revenues consistent with the first and second quarter of this year. Primary items of note in the third quarter results are rent collections and receivables. Rent collections continue to improve throughout the third quarter and into October, and as Jay mentioned, today, we reported rent collections of approximately 90% for the third quarter and 94% for the month of October. With the benefit of a few months of hindsight, we are relatively pleased with the progress being made as we work through a number of our tenants to find a path forward to pay the rent they owe us. We remain cautious as uncertainty will remain into 2021, but we continue to see some rays of light on the collections front.…

Our first question will come from Katy McConnell at Citi.

Could you provide some more color around your expectation for the tenant buy out with some of the higher risk categories you mentioned, you do have exposure to. And what are your updated thoughts around when and where occupancy potentially thought about through their portfolio?

I think we're - we'll stick with our big - the troubled four lines of trade really as where the pain continues to reside. I think which has been theaters, health and fitness, casual dining and family entertainment. I will say going into this, we thought theaters would be the most troublesome and with the benefit of six months, I would say that still feels the case out of those four lines of trade, that feels like the most challenged. And so that's the way I would probably prioritize that. In terms of where occupancy will bottom out and when, that's a good guess, as you know, we've been maybe a little more cautious than folks in thinking that maybe there is more pain to be come into the 2021 as some of the Federal Reserve, Federal Government, trillions of dollars of stimulus starts to wear off and so that's where in our minds we still think we'll - let's see how the patient does after all the morphines removed and so. But - but given that our occupancy is currently at 98%, which is 90%-plus is still very normal, we could see a little bit of fall out and - from our trouble buying the trade going forward, but it doesn't feel again anything that will be particularly problematic for us dealing with.

Katy, this is Jay, just to add on to that. If you look at the other lines of trade that have been doing well, such as convenience stores and fast food and car washes, auto service, tire stores, those other lines seems like business is coming back, back very nicely. So as Kevin said, our focus is on really just those - primarily those four lines of trade that are struggling some, and even there, we're dealing with larger operators in most of those lines of trade. And so, we feel relatively good right now about how all of that is going. And as Kevin said, really movie theaters is where we think there is probably the greatest chance for the more significant pain than even in those other three more troubled lines of trade.

And then maybe could you just talk a little bit more about your strategy around investment-grade exposure and how are you thinking about underwriting risk differently, as we start with an increase acquisition volumes again?

Katy, I would say that we are definitely - I'm sure all companies including our Company is going to be looking back trying to think what did we learn - and from the pandemic and how do we want to behave differently. Right now at 90% rent collection for the third quarter and 94% for October, we remain, I guess, I should - I could say we remain unconvinced, we remain very comfortable. Let me put it differently, we remain very comfortable with our strategy of pursuing large but non-investment grade tenants, which allows us to get a better initial yield, better lease bumps, more landlord-friendly lease and quite often properties at lower initial prices and lower initial rents, which we think creates a good margin of safety. So right now at the rent collection level, we are at - we feel like that initial strategy is proving to be somewhat of a smart play, but it is something that we are going to be looking at certainly in detail over time as this continues to play itself out.

We'll go next to Vikram Malhotra at Morgan Stanley. Vikram, your line is open. Please go ahead. All right. Hearing no response, we'll move to Rob Stevenson with Janney.

Kevin, when you look at the move from cash to GAAP. The $40 million hit in the quarter, how much is there rolling forward behind that, I mean tenants that didn't quite meet the threshold to move them to cash in the third quarter, but could likely fall there in the fourth quarter or in the first quarter, or basically was this basically like a big sort of move for you guys, and it's going to take multiple quarters before you get back there again, how would you characterize that sort of moves?

Yes. It's hard to make that call sitting here today, but yes, I can't say we're done, but I don't - it doesn't feel like we've got a bunch more of tenants moved in the cash basis already so. So to the extent anybody is on the bubble if you will, time will tell. But again, it really doesn't feel like there is a lot more coming at this point given at Jay's point 94% rent collections and pretty much everybody moving the right direction maybe with the exception of theaters. And so I - if I - hopefully, I've been sufficiently elusive in that answer, but it doesn't feel like - we've got just a bunch more just teed up the come, and like I said, if we had material concerns today, we would have taken action earlier in the third quarter.

And then how are you guys pursuing the people that don't even come to a deferral agreement. Are you guys pushing towards evictions on the non-payers and the non-agreement people are evictions prohibited, is that one of the things that sort of keeping the non-agreements at current levels, how would you sort of characterize that and what sort of pathways are you guys pursuing at this point given market conditions and presumably more difficult environment to backfill any vacancy?

Rob, hey, this is Jay. We maintain a constant dialog with most of our tenants. And so in those instances, where we don't have a deferral agreement, to a large degree has amounted to a - resulted from a disagreement between National Retail Properties and the tenant, as to what rent relief is appropriate. There may have been some instances where we felt that the tenant was entitled to - was entitled to a deferral, but the tenant wanted some rent really on that and there may have been some instances where the tenant wanted a deferral, but we felt it based on the tenant's condition and the condition of their business that they were in a position to be able to pay - continue to pay full rent. And so we are talking to all of the tenants where we don't have an agreement consistently. But we are in the meantime pursuing our legal remedies with all of that. And so there may be some instances where we've filed for eviction actions, there may be some jurisdictions where you're not entitled - the landlord is not entitled to complete the eviction, but to the extent, we can pursue legal remedies up to a point, we are largely going ahead and doing that. At this precise moment, re-tenanting a lot of vacant properties is not particularly realistic, there may be some instances where you can re-tenant something quickly, but generally, it's going to be - this isn't - the market is not right yet for being able to do a great deal of that, but it - regardless, we want to be in a position to have our rights in place and be ready to move forward, if ultimately we don't reach an agreement with those tenants. Our goal is to still reach an agreement with each of those tenants.

Okay. And how many of the 3100 properties aren't currently open due to government prohibition?

Yes. Rob, we don't track that closely. We kind of pickup anecdotal information from other sources, but I look at Steve and Steve - I'd say 99% of our properties are open right now.

Yes, this is Steve. Yes, about 99% is probably a fair number, but with the developments in Illinois, recently, they shut some down. But at the end of the day, the vast majority of the portfolio is open. Yes.

Remember, Rob, we deal with large operators, so if they've got some units in an area where it's closed, but it's a small portion of their overall business, we - our experience is that that doesn't change our ability to get the rent paid.

All right. And then the last one for me is in the release you talked about acquisitions ramping back up, what's really your appetite at this point for acquisitions versus keeping the liquidity given the levels of uncertainty? You guys were doing anywhere from $100 million to a little over $300 million a quarter coming into the pandemic, do you keep - obviously, you basically didn't do anything on a net basis this quarter. And so, I mean do you ramp that up slowly and just stay at $25 million or $50 million, maybe a $75 million a quarter in the near term and preserve the majority of your liquidity? Is there an opportunity that you're seeing out there that would cause you to dive back in at the $200 million to $300 million a quarter level. How are you and the board thinking about that these days in terms of deployment of capital?

Yes. It is 2 or - I am going to let Steve talk about where we're sourcing our deals and what he's seeing out there in the pipeline right now. But at the high level, Rob, we are not re-instituting acquisition guidance or anything like that. We're pleased that businesses have turned around, we're pleased that our relationship tenants are getting back entered but we are still going to be very thoughtful about our new acquisitions, and - albeit, we do expect to be making some. But we are not in a position yet to kind of talk about what a new run rate would be, we want to see how things play out a little bit. But with that, Steve, you want to give a little more color on the pipeline maybe?

Yes. This is Steve. The acquisition team has been in the market really in the third quarter, after we get to the second quarter and we're seeing lots of deals, but the reality is, all the deals that we are looking at in the market pre-pandemic, they wouldn't be deals that NNN would do. Primarily, we source a lot of our deals, two-thirds approximately come from our relationship tenants. And what we're finding is our relationship tenants now are starting to get ANT and get into growth mode, if it's through M&A or just single site development. So we're starting to see pipeline pick up, but we're not historically during the 1031 deals. So we're getting back into it.

We'll go next to RJ Milligan at Raymond James.

So talk about the 94% of rent collected in October, is that based on pre-pandemic rents or is that based on what was due in October? I'm just trying to get to whether or not the denominator has changed?

No. Good question. Pre-pandemic levels what was originally due pre-pandemic not adjusted for new deferrals, et cetera.

And so with 6% in deferrals, is it - is there anything that's left unresolved?

Well, that - that was for the third quarter. So, yes, so the 6%, there is not, there is not much unresolved if that's your point.

I'm just trying to get to back hold to the 100%. So if 94% of the pre-pandemic rents are collected in October, what percent is deferred of - in October and what percent is unresolved?

So just here - let me talk about third quarter just for a second, so third quarter was 90%-plus about 5% deferred plus about another 5% unresolved or in discussion or something is going on there. And so going to 94% in October, the deferrals drop off considerably going into the fourth quarter, so you probably shouldn't anticipate we have 5% deferred rent in the fourth quarter like we did in the third quarter. So that might be where the math is.

Okay, that's helpful. The 3% Kevin, you mentioned were - was of the rents were in bankruptcy?

Yes.

But 6% on a cash basis, what's the other 300 basis points that - can you talk about maybe the categories that theaters that fall into that other 3% that's now on cash?

That would be probably a good assumption. Yes. Theaters.

Noticed that the limited-service restaurant collections were actually slightly lower than the full service, can you maybe talk about that. I would have thought it might be the other way around.

That's - RJ that's really just a timing thing related to deferrals with some tenants that we are not losing any sleep over at all. So we had a tenant - maybe more than one but I think primarily one tenant where there was more the rent deferral agreement that we reached applied more to third quarter rents. And so that number looks a little lower for the third quarter, that number was higher for the second quarter. And - but the deferral will be over in the third quarter and we're not losing any sleep over that being repaid over time.

And then back to Katy's question on the expected tenant fallout, I think you guys had previously commented that you expect this to be worse than '08 and '09 lost 350 basis points of occupancy then, there is currently round numbers 5% still unresolved. And then another 6% on a cash basis, what's - how much of that 6% on a cash basis is, I guess, is that 11% essentially that 6% of rents on a cash basis 5% unresolved, so you're looking at 1100 basis points currently as to either concerning or unresolved.

Yes. I'm not sure if you can put cash basis and unresolved in separate bucket, but you add together to get to 11%. So I think there's clearly some overlap there. So - but yes, we did say we thought vacancy could dip below 2008, 2009 levels, which was 96.4%, so it wasn't exactly the end of the world. And I guess it might still feel that way generally. But I think what we're trying to convey here and the tone of what we're seeing in our rent collections is that it's better than our expectation three months ago and six months ago and so we'll see where it goes. But it feels - it feels relatively solid outside of the theater arena at this point.

Yes. RJ, I do think mixing those two, it's a little bit of putting an apple and an orange together. I don't think it leads to - as Kevin said, there may be some overlap. I also want to emphasize a comment that Kevin made in his prepared remarks, which is, I believe you made that to the extent these tenants are in on a cash basis only. That doesn't mean that we are not pursuing those tenants for collection and - while it's certainly very prudent and conservative to assume that none of that gets collected. I think historically, we are in a position, where we've collect - we do better than zero on that over time. So it's the proper accounting treatment for those - those rents at the moment, but it does not change at all our resolve to get them collected. And in my mind, our ability to get some part of that collected.

Right. So that speaks to the Chuck-E-Cheese for example which is on a cash basis, but have not - thus far not rejected business.

Yes. That's a good example of that.

We'll go next to Linda Tsai at Jefferies.

What drove the dip in quarter over quarter occupancy? Who were the tenants or what were the lines of trade that drove this?

That drove the decline - the 30 basis point decline Linda?

Yes.

I don't think we know - I think it's just kind of a little bit here and a little bit there, not - I don't think there's anything to - there were any notable trends or anything that we took away from that. And I'm sitting here right now I don't have that in front of me.

Okay. Given the confidence and things moving in the right direction across the other sectors, do you internally model winter COVID scenarios that could potentially undermine that progress?

Yes. Linda, that's certainly one of the reasons behind not re-instituting any kind of guidance or not trying to paint ourselves into a corner. As Steve mentioned, vast majority of our acquisitions are directly with our relationship retailers and they are certainly modeling that into their growth plans and expansion plans. So we are kind of following them in that regard, but yes, we are very watchful of what might be coming to create a future disruption and it is certainly why we like to have the $300 million of cash in the bank and the full capacity on the line of credit.

In the meaning and sorry, if I missed this early. How are you thinking about funding for acquisitions as you restart the platform?

I mean, I think all along, we said in terms of acquisitions, it will probably play out a little bit like 2008-'09 for us, which was A, walk before you run on acquisitions and B, we've got nearly $300 million of cash. So that's obviously a go-to source and then a totally unused line of credit. So in the early innings, if you will, of any kind of move towards acquisitions, it would be more debt - or cash financed and then a little bit of debt may be. But in the scheme of things, you should not anticipate our overall leverage profile changing of any note.

Next, we'll go to John Massocca at Ladenburg Thalmann. Your line is open sir. Please go ahead.

So maybe building a little bit on RJ's question, as we think about that bankrupt tenant bucket and kind of understanding and maybe some receivables outstanding there from kind of past months or any of them not current on rent as of today and like in October as I go through the Chapter 11 process?

Yes.

And then, what percentage. So like - I feel like Chuck-E-Cheese is - based on the numbers it's paying rent today, but is that - of that $3 million bucket how much kind of maybe flows into that kind of 96% collection?

I would say, of our - and this isn't really a bankruptcy question, but more of a cash basis bucket, which includes bankrupt tenants. We’re collecting probably about half of the rents due from the cash basis tenants.

And then I know you're a little reticent to talk too much about some of the bankrupt tenants, but maybe what's the exposure to Ruby Tuesdays at this point. I know you had around 35 properties at year-end 2019, is the property count the same and maybe roughly the percentage of kind of ABR today?

Yes. It's relatively unchanged and about 0.6% of annual base rent.

Okay. And then...

John, this is Jay. Just to add one thing about - on the Ruby Tuesday, we went into that deal very focused on low cost per property and low rent per property. I think our average Ruby Tuesday property is about - $1.5 million we paid for and average rent is probably less than $100 per property. So that - and as Kevin noted, none have been rejected in the bankruptcy at this point, but those - we were very focused on keeping those - keeping that risk low by keeping the investment low and the rent low.

And then kind of lastly, as you think about acquisitions, what would you need to see from a cap rate perspective to maybe to ramp acquisitions a little more, is that potentially a gating factor? I know you mentioned in the prepared remarks that cap rates have remained pretty low on a relative basis. So would that expansion be necessary before we got to a more 2019 level of investment activity?

John, I don't - we don't think of cap rates as a gating factor. It's one part of what we look at in our overall risk-return analysis. But historically, we've been able to achieve cap rates that were adequately accretive for us by doing business with our long-term customers. And the things we look at are not just the initial cash cap rate, but the duration of the lease and the amount of the rent escalations, the rent bumps in the leases. And that's who Steve is working with our relationship tenants that are used to those long-term leases with the rent bumps in there. And so the overall returns still is what we look at in addition to looking at the initial cash yields. So I would say that we certainly - we expected cap rates might drift higher when all this started, we have not seen that. If anything, they may have been drifting a little bit lower for properties that get identified as essential businesses. But we're able to find in - our pipeline with our relationship tenants we're able to identify deals that are adequate yields for us.

We will go next to Spenser Allaway at Green Street.

And can you guys provide a little bit more color on the divestments made in the quarter? What industries and if they were occupied. Can you share a cap rate?

The dispositions you're saying?

Yes.

Yes.

Very minor.

It was mean a small number and we sold three properties, none of them were vacant that we sold. And I would label more on the defensive category in terms of dispositions, but it's only three properties totaling $2.4 million of proceeds.

And you mentioned the fact that they were defensive dispositions. When you look at the portfolio today, are there any industries you guys are looking to reduce your exposure to?

No. Spenser more than - more than just looking at kind of industries what we're looking at all the time are which are the individual properties that we think are not long-term core holdings. So it's more tied toward what's the - what is the - what are the real estate attributes of the different sites that we've got and what might they be re-leased for is this rent above market, is this tenant likely to renew or are we likely to get the property back. So we're sorting for more than just lines of trade. I will say that said, right now, the - we would certainly be an unlikely acquirer of more movie theater properties if there was a market for selling those properties at the moment, we might be sellers into that market. But there is not, and we are dealing with larger theater operators. So while we expect there may be some pain with what we've got there. We are - at this point, we think we'll be just working with those tenants most likely going down the road to the extent, there has to be any work done.

And then can you remind us what percent of your deal activity is related to temporary ones and has there been any concern or uptick and if that could be given the potential that these go away?

Very few of our acquisitions come from the 1031 market. And so to the extent, it was to - it might go away and cap rates move upward, we may find more things that, that meet our underwriting criteria in the acquisition market. As far as our dispositions go, I think it's about 30% of our recent disposition volume has been to 1031 buyers. So 70% of what we sell goes to folks that aren't due in 1031 exchanges. So we don't expect if that were to go away. We don't expect that to have a material impact on our disposition business or any part of our business really.

We'll go next to Vikram Malhotra at Morgan Stanley.

Thanks so much for taking the question. Sorry about that earlier. Maybe just building upon all the comments you've provided on acquisitions, and I'm just trying to maybe reconcile a little bit of difference that I'm noting between some of your peers reinstating guidance being a little bit more vocal on deal activity and the opportunity set versus sort of your view of the world. And I'm just trying to understand what you could be seeing differently and I get it cap rate is one equation, the ability of tenants to project their own cash flow is probably another thing to consider, but I'm just trying to get a better sense of some of the signposts and maybe what - how you're viewing the world differently near term versus some of your peers and that causing a little difference in acquisition outlook?

Vikram, hi. I won't speak to the way the peers are looking at it, but I would say that we are just - as with all aspects of our business, we're taking a long-term view to all of this and certainly the pandemic and the business disruption that occurred from store closures and all of the economic turmoil to us made sense to take - take a pause in acquisitions and it was bolstered by the fact that our core customer, these relationship tenants also took a pause. So we were able to continue to satisfy our core customers. And as Steve said, they - we stayed in the market and looked at other deals, but there wasn't anything that was being marketed recently that we felt like was something that we really wanted to pursue. I can't really give you a bright-line test for when it will be back to full acquisition mode. But our core customers are beginning to expand and grow again and we will continue to support that and get back into the market with them at all under the umbrella of we just want to be thoughtful and prudent because we are taking the long-term view of running this business.

I think that's right. If we look back Vikram to 2008-'09, same thing happened in 2009, I believe we acquired, something like $45 million worth of properties in that year, took a pause wait for the dust to clear and we have the ability to re-engage in a more aggressive way if and when appropriate. And we've got the capital and firepower do that. One of the things we do think about here as you say, three years from now we look back and say we should have really bought a much, much more in the second half of 2020 and we don't think we're going to look back three years from now and say that, that was really the case or that will have mattered much in the - with the benefit of some hindsight. So we just think it's a little more prudent to go a little slower at the moment.

And just on your three year sort the comment just maybe many years ago, you and your peers had retooled the portfolio to make it more call it Internet proof. And now you've sort of seen, we've gone through this pandemic. And I'm just sort of wondering even if you can give some high-level color on how you may, A, I think the retool the portfolio if at all given what we've gone through, but also maybe if you have a view of certain sectors being somewhat structurally either hampered or a retooling of the footprint being accelerated from what may have happened into the future. If any comments on how you're thinking about that would be helpful.

That's a good - that's a good question. And we are going to continue to look for what lessons we learned through this pandemic. Right now, if you forced us to answer that question, we would probably say that we will not be acquiring very many movie theaters going forward. We will see how all of that industry deals with this over the next few years and what uses those properties get put to down the road. But Vikram as I said in the - in the opening comments, at this point, what we still think is the right strategy for building a portfolio like we've got is to focus on good locations leased to large operators at reasonable prices and reasonable rents. If you have a good location at a reasonable rent, you will be able to weather - and you take a long-term perspective, you'll be able to weather the ups and downs of what might go on in the economy instead of trying to pick winners in different winning lines of trade that may ultimately be disrupted. What you want to have is good real estate locations.

We'll go next to Chris Lucas at Capital One Securities.

Kevin, just a quick one for you on the year deferral agreements that you guys have put in place, are any of those have they've gone through sort of a lease modification process sort of they all sort of fit with under that sort of FASB accommodation rules that came out were sort of...

They all fit under - yes, the FASB accommodation. Yes.

And then Jay, just kind of following up on some of the similar lines of questions as it relates to sort of the acquisition side, kind of given your - you've always been a very relationship-driven organization. Should we expect to see some new relationships to sort of help build out future opportunities or do you - should we consider that - sort of the going forward to be sort of consistent with the group that you've been working with?

Chris, I'm going to turn it over to Steve Horn, because I want to hear his answer to that too.

Chris, this is Steve. I mean the main focus of our acquisitions is always maintaining the relationships with our current tenants. However, that being said, our acquisition guys are always on the hunt to find new tenants and create more relationships and the reason is we kind of pride ourself at NNN is that we do business - reoccurring business with a lot of our tenants and we hope they outgrow us or get acquired by a bigger company. So, therefore, we're always on the look-out backfilling new relationships. So a long-winded way, say yes and you're going to see new relationships come out of this.

Chris, just for the record, I'm glad to hear that's his answer.

Thanks, Jay. That's all I have this morning.

And with no other questions holding I'll turn the conference back to Mr. Whitehurst for any additional or closing comments.

Thanks Jess. We thank you all for joining us this morning, and we look forward to talking with many of you virtually at NAREIT in a few weeks. Have a good day.

Ladies and gentlemen, that will conclude today's conference. We thank you for your participation. You may disconnect your phone line at this time and have a great day.