Good morning, everybody and welcome to National Retail Properties 2022 Year End Earnings Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Mr. Steve Horn, President and CEO of National Retail Properties. Sir, over to you.

Thank you, Jenny. Good morning and welcome to National Retail Properties’ fourth quarter 2022 earnings call. Joining me on the call is Chief Financial Officer, Kevin Habicht. As this morning’s press release reflects, NNN’s performance in 2022 produced 9.8% FFO growth along with an all-time high in acquisitions of nearly $850 million. In addition, the year concluded with high occupancy of 99.4% and an impressive rent collection of 99.7% all driven by our best-in-class team here at NNN. The end of the year surge positions the company well headed into the uncertainty of 2023. A few highlights of 2022 that I am proud of what NNN accomplished. One, 33rd consecutive annual dividend increase, released its inaugural corporate responsibilities and sustainability report, positioned the Board of Directors for the foreseeable future, and 1 of only 13 REITs included in the 2023 Bloomberg Gender Equality Index. While there is a change at the helm in 2022, the building blocks to realize long-term value at below average risk for our shareholders remain in the most simplistic form. Continue to execute our strategy using a bottom-up approach, continue to increase our annual dividend maintaining top-tier payout ratio, focused on growing FFO per share in the mid single-digits over multiple years. We do this by setting our acquisition, disposition activity and our balance sheet management to achieve that objective. As I stated earlier, NNN is in solid footing as we were a month into 2023. First, at year end, NNN had $166 million drawn on our $1.1 billion line of credit after fishing the year at all-time high acquisitions. We have the option keeping leverage neutral to use a reasonable amount of availability of the credit facility to roughly $180 million of free cash flow plus $110 million of dispositions to execute our 2023 strategy.…

Thanks, Steve. And as usual, I will start with the cautionary statement that we will make certain statements that could be maybe considered to be forward-looking statements under federal securities laws. 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 out of the way, yes, headlines from this morning’s press release report quarterly core FFO results of $0.80 per share for the fourth quarter of 2022, that’s up $0.05 or 6.7% over year ago results of $0.75 per share and full year 2022 core FFO results were $3.14 per share, which is a strong 9.8% increase over year ago results. Today, we also reported that AFFO per share was $0.81 per share for the fourth quarter and that’s up $0.04 per share or 5.2% over 4Q 2021 results. As usual, we did footnote fourth quarter AFFO included $681,000 of deferred rent repayment in our accrued rental income adjustment for the fourth quarter without which would have produced AFFO of $0.80 per share for the quarter. Likewise, the full year of 2022 AFFO included $5.4 million of deferred rent repayments in our accrued rental income adjustment without which would have produced AFFO of $3.18 per share for the full year and that represents an 8.9% increase over the similarly adjusted $2.92 per share results in 2021. These scheduled deferred rent repayments and they continue to taper off materially in 2023, as you can see in the details that we provided on…

[Operator Instructions] Your first question is coming from Brad Heffern of RBC Capital Markets. Brad, your line is live.

Yes. Thank you. Good morning, everyone. You spoke a bit about the drug store deal. I’m curious if you’re seeing a narrower spread between investment grade and sub-investment grade deals that might push you up the credit quality spectrum or if that deal was just a one-off?

Yes, our strategy isn’t going to change in 2023. It was a one-off deal. We were in a great position, balance sheet and a lot of our competitors already had significant exposure to the drug store sector where NNN since we kind of laid low for a decade essentially of the drug store. And then this deal really because it was above average lease term that the company was willing to do is that’s why we jumped in and the economics were good. We don’t get into specific economics on deals but the drug store deal was above our average. Average is 6.6% cap rate for the quarter.

Okay. Got it. Thanks for that. And Kevin, on the watch list, you mentioned a few tenants where you have a small or no exposure, but I’m interested to get your thoughts on AMC, given that the debt is obviously yielding 30% or so?

Yes. I mean that’s been perpetually on our list for the last couple of years as well, a lot of folks, I guess, at this point. But yes, still current on rent, the liquidity to pay rent feels like they have a little bit more runway left. We will see if they have the ability to continue to raise some more capital here in the coming quarters. But I don’t have a lot of news to share on that front. They represent 2.8% of our total – total rent and ABR.

Okay, thank you.

Thank you very much. Your next question is coming from Spenser Allaway of Green Street. Spenser, your line is live.

Yes. Thank you. Just going back to the acquisition guidance, I know you guys mentioned you’re waiting to see how that bid-ask spread continues to adjust. But – just curious how much of that conservatism on guidance is reflective of your current tenant base not wanting to grow right now versus maybe conservatism on new prospective tenants?

Yes. Spenser, yes, we’re always conservative in what we see in the pipeline. That being said, our pipeline is fairly robust as we sit here early February for 2023. Comfortable with our first quarter numbers if everybody behaves appropriately and deals close. Our development pipeline for 2023, to answer your question, it feels like our current relationships are growing, but our development pipeline is as robust as it’s been in 5 years. So very comfortable with that. Where we’re seeing the slowdown, there hasn’t been as much M&A with our relationships of picking up 3, 5-unit operators across the board. But no, we feel comfortable that they are still growing. And our acquisition guidance, as you always know, we pick it up through the year as time goes, we don’t want to get above our skis at this time.

Okay. Great. And then can you provide some color on cap rate assumptions embedded in your guidance?

Yes. We don’t disclose cap rates in our guidance, but given that we were – we picked up 30, 40 basis points in the fourth quarter. I’m seeing expansion as we sit here today for the first quarter projecting that for the first half of the year. And then the second half of the year, your guess is as good as mine at this point.

Okay, that’s very helpful. Thank you.

Thank you very much. Your next question is coming from Joshua Dennerlein of Bank of America. Joshua, your line is live.

Yes. Hey, guys. I just wanted to follow-up on the drug store deal. Just curious, I think in the past, you might have straight away from drug stores just because they didn’t really have much rent bumps built in. Just curious if this kind of – was it different where there were rent bumps? And then was it a marketed or sale leaseback deal?

Hey, Josh. So yes, the drug store deal as I mentioned, was north of our average cap rate deal for the fourth quarter. But this was – it was a real estate play. It was a sale leaseback. Therefore, it wasn’t the developer rent per square foot numbers, so it was very comfortable that the tenant set the rents, they are very market-rent deals. But more importantly, 85% of the properties are on in hard corners, I think 90% had drive-through. So it was really a real estate play. 1.6 acres was the average. So yes, we got the above average lease term that you see in the market for the drug store deals and more of a landlord-friendly lease than you typically would see. That’s why we jumped on this one.

Okay. I appreciate that. And then just looking at your top 20 lines of trade, just kind of saw some themes. It looks like other increased year-over-year. Could you remind us what’s in that other category?

Sorry, I’m pitching up to you. In other income, what are you looking at?

No, on Page 15 of the sup, your top 20 lines of trade looks like you list other at 8.1% of the portfolio, it looks like it was up over the course of the year, just kind of curious if there is any kind of – what’s kind of in that other bucket and if there is any kind of themes what you are increasing in there?

Yes. I mean, nothing notable, I mean, I can circle back to you and maybe give you a little more color on that.

Okay, fair enough. I will circle up with you, Kevin. Thank you.

Thank you very much. Your next question is coming from Ronald Kamdem of Morgan Stanley. Ronald, your line is live.

Hey, just going back to the 100 basis points assumptions on the bad debt, obviously, appreciate that historically, you’ve come in way below that. But just trying to get a sense of, is this year, is your expectation that just based on the watch list based on what you’re hearing could we be closer to that 100 basis points this year versus last year? Just trying to figure out how conservative that assumption is based on what you’re already seeing in the portfolio? Thanks.

We don’t have any visibility on any near-term concerns. So yes, so the 100 basis points still feels fine. But I share your sentiment that this seems like a year where retailers may struggle a little bit more. And so it might get more utilized, that reserve might get more utilized than it has in the past. Time will tell. We like the fact that it’s – we’re contemplating more than what typically occurs, like I said, this feels like an environment that might be prudent. But there is nothing on the near-term radar that’s got us worried about that not being sufficient at the moment, but we will see how the year unfolds.

Great. And then just looking at the cash flow statement in the K, I think it looks like at least in ‘22, that was close to $200 million of excess cash after the dividend base. I think you mentioned a similar number earlier in your opening comments. But is that sort of a fair sort of range for ‘23 as well given the FFO guide? Just to make sure we’re not missing anything.

Yes. Good question. Yes. So it was about – in the way we think about it, it was about $188 million, which is close to the number you’re talking about. And it probably be a touch lower in ‘23 as the rent deferral repayment slowdown, and so that will take a little bit out of that number. So the number in our mind is – and we would suggest others think about is about $180 million of free cash flow after all expenses, all dividends being available to fund acquisitions.

Got it. And then my last one if I could sneak it in. Just on cap rates, I guess, I’m surprised they are not rising faster sooner – more quickly, you guys are well capitalized and can be opportunistic. You had a little bit of a bump in 4Q. But again, maybe asking the question before, why shouldn’t we expect cap rates to be up 25, 50 basis points higher in a pretty in a hurry here.

The deals that we started pricing near the end of the fourth quarter that are going to close in the first quarter is where we’re seeing that 30 to 40 basis points again and we’re starting to see the deals that we’re pricing today, which most likely we closed in the second quarter, we’re seeing the market accept the higher cap rate. Now when I say the market, that’s the sale-leaseback market where they seem to be a little bit more sophisticated and they have access or they do a debt cost, I should say, which they may or may not be able to get, but they are also seeing the pricing significantly higher. Now the 10/31 market is still fairly robust, that we’re not seeing the increase in that market unless you’re willing to do 5, 6 years or 10-year leases, then you can get the bump. But yes, 10/31 market is still holding a little sticky. But the sale leaseback market, they are understanding the – our cost of debt increased and they are accepting the cap rate increase.

Great. Thank you.

Thank you very much. Your next question is coming from Nick Joseph of Citi. Nick, your line is live.

Thanks. Maybe just on that last comment, what was kind of as the 10/31 market there and maybe compress some of that bid-ask spread that we’re currently seeing?

You say that first part again, Nick, can you? Kind of broke up on me.

Yes. No, it’s really kind of the bid-ask spread, particularly on the 10/31 market. How do you see that playing out? What could actually make that start to close and see some more deals come through that channel versus the sale leaseback?

Nick. I mean we are always looking through the 10/31 market but it’s such a small portion of our deal flow comes from the 10/31 market that I’m not really dialed in what it’s going to take to close that gap. If I had to speculate, the assets that are $15 million to $25 million in the 10/31 market, you are going to see the bid-ask spread close on those because you might require debt to buy them where the $2 million to $5 million, there is so much cash out there still that don’t require financing. I don’t see those cap rates moving all that much. But people [ph] are wanting to take the 4.5%, 5% returns.

Yes. No, that makes sense. And then just on your disposition guidance for $100 million to $120 million this year. How are you thinking about pricing for those, particularly maybe relative to where you are thinking acquisition cap rates trend going forward?

So, when we look at dispositions, it’s kind of – you got the offensive dispositions that somebody offers us a cap rate that they just love the real estate a lot more. So, they will trade significantly of what we are deploying capital at. And then you have some defensive sales because of our relationships that we will sell because we know they are not going to renew in 5 years, 7 years from now. So, we will sell those. And those cap rates typically will be where we are deploying money at the time into new 15-year, 20-year leases. But the overall, just like this past year, we got kind of 5.9 exit cap, and we were at 6.4 acquisition cap. I would see the same spread going forward or expect the same spread.

Thanks. That’s helpful.

Thank you very much. The next question is coming from Linda Tsai of Jefferies. Linda, your line is live.

Yes. Hi. In terms of credit loss being relatively contained, what are you assuming for occupancy at year-end?

We are assuming fairly flat occupancy. I mean it’s the 1%, gets fully utilized, I guess you would suggest maybe there is a 100 basis point loss there potentially. But assuming that doesn’t happen, we are assuming, like I say, fairly flat occupancy.

Thanks. And then beyond the drug stores, can you talk about some of the other tenants you invested in during the quarter?

During the quarter, it’s kind of representative of what we did all year. Auto service sector for the year was roughly 35% of our deployment of capital. And within the auto service, it was – the car wash is a big year. And then we did some child daycare services as well.

And then how does the pipeline compared to what you invested in ‘22 in terms of make-up?

The make-up, again, with the vast majority of our deals coming from our relationships, I think it’s fair to say we tend to represent what our current portfolio looks like going forward. That being said, our acquisition officers that team is continuously looking for the next opportunity. So, we will throw in one or two lines of trade in there historically that we haven’t done. But the vast majority, Linda, will look like our current portfolio makes up.

Thank you.

Thank you. The next question is coming from John Massocca of Ladenburg. John, your line is live.

Going back to the acquisition guidance, what’s driving the 30-70 split you are seeing in 1H versus 2H? Just trying to understand the kind of broad positivity on the pipeline, but a call for kind of less acquisitions in quarters where you theoretically should have more visibility into transaction flow.

The 30-70 split is the approach that we are taking this year. We had a robust fourth quarter, and we have made the conscious decision to less the price discovery close the gap. So, we are planning to do a little bit less in the first half of the year close to that 40%, we typically would guide to. Just being a little bit more selective, no need to put the pedal down and go.

Yes. I mean as others, and I think the market is trying to get real estate cap rate world caught up with capital market interest rate world. And so that process has been going on for a few quarters now and have probably got a little ways to go. And so it doesn’t seem a real compelling need to want to push the volume pedal very hard.

Okay. And then on the disposition side of things, how should we think about the timing split on those? I also remember from the prior earnings call, you mentioned there was a notable transaction that might slip to this year. And so is there a potential for dispositions to maybe be front-end loaded in ‘23?

I mean for modeling purposes, John, I would just – the $110 million midpoint just spread that over evenly throughout the year.

Okay. And then one quick one on the balance sheet. How should we think about how you are feeling about longer term debt, just given where the interest rate curve is today and kind of the attractiveness stuff in more of a 10-year range versus shorter term debt and availability in the markets?

Yes. We don’t have any real plans to be issuing long-term debt near-term and in no small part because as I have noted, we really have not used our bank line. So, we have the luxury of being able to lean on that in this environment where the rate market is a little rockier. And so we will see how that plays out as the year progresses. And so we don’t have any – I mean we did, like I said, chopped a lot of wood in 2021 on long-term debt. We have pushed our debt maturities, weighted average debt maturity north of 13 years, which like I said is among the longest out there. So, we have the flexibility to not need to issue long-term debt at this point and see where things might normalize a bit and possibly even maybe a year from now where rates might start to tail off a little bit. So, we will see, but no near-term plans that need to make that decision. The 10-year part of the curve probably makes a lot of sense today for folks, I am guessing, where rates have kind of backed up here recently in recent weeks. But we are unlikely issuers in the near-term of long-term debt.

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

Thank you.

Thank you. Your next question is coming from Wes Golladay of Baird. Wes, your line is live.

Hi everyone. I just want to go to the comments about the development pipeline being the most robust in 5 years. It looks like you have about $22 million under construction. I am curious to know what is the commitment for these projects, and how big could this pipeline get?

Well, historically, pre-COVID, we have had about $100 million run rate of a pipeline. So, that would be a good ballpark figure to think about. And then it’s – we don’t do long-term commitments. It’s more once they are ready to buy the land, we will purchase the land. So, it’s kind of a three-month window.

Okay. And then going back to your comments about the tenants you have named. We did see that you lost just one Regal. And then you mentioned I think Bed, Bath and Red Lobster. At one point, you did have just a few Bed, Bath & Beyonds were in of these part of your, I guess defensive dispositions over the last few years, or do you still have them?

No. We still have, it’s three Bed, Baths and we still have them because they are fabulous real estate. And they were not on the initial list of Bed, Bath closures. They may be in the future, but they are good real estate. So, we will be able to replace that and we are very comfortable with that. And then you are right. The one Regal we had in Chicago land, we are getting good interest with that asset as well.

Got it. And just for Kevin, since you nailed the bottom on rates by issue with a lot of long-term debt, I know that you are having a big, I guess willingness to have more floating rate debt, I guess you recall for rates to go lower.

Yes. I wouldn’t probably underline Kevin’s call for rates to go lower, but boy, that’s kind of edgy for me. But no, we just – like I said, we have the luxury of being able to pivot the shorter term variable rate debt until the market sort themselves out and re-price a bit. And so we are going to – that’s the way we are going to dig in this environment. But we will see if rates go lower. They don’t have to for our model to work just fine, to be quite honest. But we don’t feel any real pressure to be issuing bonds in this market, and we have the luxury of not needing to.

Got it. Thanks everyone.

Thanks.

Thanks Wes.

Thank you very much. Your next question is coming from Tayo Okusanya from Credit Suisse. Tayo, your line is live.

Hi. Good morning. Just kind of given some of the conversations around kind of retailer credit and credit losses and things of that nature, are you guys doing anything different from an underwriting perspective or even just from a credit monitoring perspective to kind of ensure that if this worst-case scenario happens, you guys at least kind of make it out okay. Is anything changing?

No. I mean the beautiful thing about NNN’s business model is, we are real estate first. And while we understand credit is important, who our tenant is, at the end of the day, if you are near market rent, your downside, if you buy a highly desirable real estate and market rent, you can replace that cash flow. And in essence, that’s our underwriting. And then you do the relationships. This is kind of where our business model gets a little difficult to understand. There is a self-selection process. When we do a sale leaseback, a tenant doesn’t want to sign a 15-year, 20-year lease with high rents. They want low rent to ensure they can pay that rent for 15 years to 20 years. So, there is a self-selection process. So, we are very comfortable with our underwriting. As you saw kind of during the great financial crisis or during the pandemic, we have maintained the rent paying ability of the tenants. So, yes, we are not shifting yet.

Got it. And then just a quick follow-up on that. I know most of you guys all track your rent coverage ratios and things of that nature, even if it’s not published. You just kind of talk about trend wise, what’s happening there with the rent coverage ratios, especially along the different trade lines? Is there any kind of real pressure on coverage in one particular trade line versus another?

No, there is nothing notable changing there yet, recognizing that we get the data on a lag, meaning we don’t get real-time data. And so some of it comes quarterly, some of it actually comes annually. And so there is always that lag factor. But so far, we have not seen any levels that are keeping us up at night in any particular lining.

Thank you.

[Operator Instructions] We appear to have no more questions in the queue, and that’s the end of our question-and-answer session. I will now hand back over to Steve for any closing remarks.

Thank you, Jenny. I appreciate everybody joining the call this morning. We look forward to seeing many of you in person in the upcoming conference season, and we will catch up then. Thank you.

Thank you everybody. This does conclude today’s conference call. You may disconnect your phone lines at this time and have a wonderful day. Thank you for your participation.