Greetings, and welcome to the NNN REIT Inc. Third Quarter 2023 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Steve Horn, Chief Executive Officer. Sir, you may begin.

Thanks, Ali. Good morning, and welcome to NNN REIT’s Third Quarter 2023 Earnings Call. Joining me on the call is Chief Financial Officer, Kevin Habicht. As this morning’s press release reflects NNN’s performance in 2023 continues to produce strong results, including high occupancy, solid acquisitions driven by our proprietary relationships, which is the NNN mode to creating quality earnings. We are in a position to continue the performance through the fourth quarter as our pipeline and capital are in place. Based on our year-to-date performance, we announced a further increase in our 2023 guidance for core FFO to a range of 3.19 to 3.23 per share and we raised the midpoint of total acquisition volume to 750 million from 650 million. Before I get into the day-to-day operations and market conditions, I would like to discuss significant third quarter events for the company. First, I’m excited to welcome Mr. John Adamas to the executive team as Head of Portfolio Operations. John joined NNN in 2003 and has been a valuable contributor since day one. Currently, he is overseeing the asset management, leasing, underwriting, dispositions and development financing functions for the company. I’m confident we have the right person waking up everyday thinking about the best way to extract value for the shareholders out of the already solid end portfolio. In addition, on the capital markets front, we completed a 500 million 10-year unsecured bond offering with a 5.6% coupon. In traditional NNN fashion, the execution and timing of the deal in today’s market are looking pretty stellar. More importantly, the timely transaction has entered then in terrific position to continue executing the strategy. NNN’s long-steaming discipline of being selective while deploying capital and opportunistic raising capital over the decades as NNN in great shape. In a time of prolonged uncertainty…

Thanks, Steve. And as usual, I will start with the 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. Okay. With that, headlines from this morning’s press release report quarterly core FFO results of $0.81 per share for the third quarter of 2023. That is up $0.02 or 2.5% over year ago results of $0.79 per share. First nine-months 2023 results were $2.42 per share, which represents an increase of 3% over prior year results. AFFO for the first nine-months was $2.44 per share, and that represents a 1.2% increase over 2022 results. As we have disclosed since 2020, the last page of our press release provides details of the pandemic deferred rent repayments. As tenants fulfill their deferred rent obligations the repayment amounts, as you can see, are slowing from 14.5 million in 2022 to 3.1 million in 2023 and then at the bottom of that Page 13, we have provided pro forma per share amounts, excluding these repayments in both 2022 and 2023 to provide a look at the recurring fundamental per share performance. These adjusted results show nine-month per share growth of 3.9% for core FFO, and that is instead of a 3.0% headline number and also shows 3.4% growth for AFFO, and that is instead of the 1.2% headline number. So 90 basis points higher for…

Thank you, sir. At this time, we will be conducting our question-and-answer session. [Operator Instructions] Our first question is coming from Josh Dennerlein with Bank of America.

Yes, I appreciate the time. Maybe I will just start with a big picture question. Just kind of thinking through the dynamic that we are seeing in the public markets. Like how should we kind of think about like the response in the private markets for cap rates going forward?

Josh, I appreciate the question, its Steve. The private market, we don’t bump into them, especially in the last 18-months. We haven’t seen it at all. However, the picture as far as cap rates, we are seeing a trend up in cap rates for NNN’s target market and more it is a result of then still being selective. If I had to do $1.3 billion, $1.5 billion, my selectivity goes down, so therefore, I have to win more deals. But our relationship with tenants who are sophisticated understand with debt market pricing that cap rates have to go up. So we are seeing a pickup, and you see it in the numbers, 15, 20 basis points a quarter. And I’m expecting that trend to continue through the first half of the year. Second half is too far out to speak of.

Okay. I appreciate that color. And then, Kevin, maybe just maybe some for later, but just kind of curious, I think you started to mention it a little bit. Just kind of - I think you have pretty good free cash flow, just kind of how you think about how you can kind of layer in acquisitions with that free cash flow without additional equity? And then just like - I’m just trying to think maybe what kind of base rate we can get out of you for volumes?

Yes. And we will go into more detail as we lay out guidance for 2024. But the math that we have talked generally about and this is not guidance, to be clear. As if you think about $180 million a year of free cash flow, which we, by the way, charge in our minds as we think about deploying that capital at about 8.5% cost to us. It is not three. You could leverage that, call it, $100 million round numbers, maybe a little bit more. And so that would create around $300 million of acquisitions. And then if we are selling $100 million of properties in a given year, so disposition proceeds enter into that equation, that would take acquisition volumes to around $400 million potentially, in a very leverage-neutral light capital market footprint kind of way. And so that is the way we would think about it, I think, generally. But we will, like I said, we will look to provide a little more detail on our thoughts on that next quarter.

Our next question is coming from Ron Kamdem with Morgan Stanley.

Just a couple of quick ones for me. Just - I saw the occupancy dip 20 basis points quarter-over-quarter. Maybe can you talk about that and Lupin, just how bad debt is trending and what’s baked into the guidance?

Yes. I wouldn’t read too much into that. As Pete folks know, we had three Bed Bath & Beyond that went dark on us as they have filed for bankruptcy projected all the leases. So that is a chunk of that 20 basis points decline and the rest is a little bit of noise. As it relates, more broadly speaking, - we don’t have any - I mean, look, we got a lot of concerns because we leased properties to retailers so we are perpetually worried. But yes, in terms of our exposure and how we are thinking about not reserve, but our guidance incorporates typically 100 basis points of rent loss for things that might not go well. And so we are this feels like at the moment, it will be - despite assuming 100 basis points, this feels like it will be more of a normal year of, call it, 40 to 50 basis points of kind of rent loss from a variety of things, which includes tenant bankruptcies and also in the weeds that it is the things that we do on a daily basis as we are thinking about future renewals and dealing with those from maybe a defensive position and making sure to support our occupancy and consistent cash flow. At times, it makes sense to trim rent a bit to get lease extensions. And so from time to time, we will do a little bit of that. So all of that is baked into that kind of rent loss number. But so far this year, it is playing out as a fairly typical year, which for us is 30 to 50 basis points of rent loss. But as I said, we assume in our guidance that will lose around 100 basis points.

Got it. And that is pretty conservative. So just going back to the acquisition, obviously, over $200 million this quarter. I think all your peers have talked about basically activity slowing in this rate environment. So I guess I’m just trying to figure out, is this an environment where - and then is potentially better positioned because you are only trying to do $400 million, $500 million, $600 million - or is the messaging that you guys are seeing slowing as well and we should think about acquisitions next year potentially being down and so forth. So I’m not asking for guidance for next year, obviously. Just trying to get a sense of how that pipeline of the building and if you guys are being impacted just like your peers?

I think the opportunity set is still the same out there minus some M&A activity that has definitely slowed down. Our pipeline has never really been more robust. It is more NNN being disciplined when allocating capital to what acquisition opportunities that are out there. I will let Kevin talk about 2024. But as far as the opportunities of it, it is as good today as it was six-months ago, and cap rates are increasing. New money going out the door is higher today than it was two weeks ago.

Yes. And as it relates to next year, we will give more detail around what we are thinking for that number. As I just heard on the prior question, we think we have in essence, kind of capital in hand, if you will, to do a decent amount of acquisitions. But it is all - it is frankly all dependent on kind of returns. I mean - and so we are not we are not particularly focused on trying on asset growth. We are trying to grow per share results at the end of the day. And that is a little bit or a lot of bit of acquisitions, the returns that we can achieve and the accretion that we can achieve will drive kind of our thought process on acquisition volume.

Our next question is coming from Eric Wolfe with Citi.

I just want to clarify on the guidance. You are still assuming 100 bps of credit loss versus the 40 to 50 basis points that you are sort of trending to. And then if you could just remind us in terms of defining that credit loss to would include, say, like the vacant properties that you decide to sell and not being able to recoup the full NOI after reinvestment? Or do you sort of think about that separately? Just trying to understand what’s included in the full credit loss.

Yes. That is fair. Yes. So yes, we are assuming it for the fourth quarter, 100 basis points granted it is only a quarter’s worth of rent, 100 basis points. And now to your second part of that question is that, yes, it would not assume reinvesting disposition proceeds of a vacant property that is, in our minds, a little bit separate bucket. And it is a little bit of a sum cost in that a vacant property. It may have had some rent a year ago, but of late, and the rent obviously is zero. And so there’s potential upside, obviously, from reinvesting kind of those proceeds that had no return for a period of time. And so - but yes, that is not included in our thoughts around the 100 basis points.

Got it. That is helpful. And then I guess just given the rising rates that we have seen, I mean, would you expect that cap rates would say, move over 8%. And if you think about the cadence of your acquisitions. Obviously, you mentioned the advantage you have in terms of free cash flow, being able to fund those acquisitions without incremental capital issuance, but would you rather hold a higher percentage of that cash now just thinking that cap rates are likely to move up in the future or just kind of keep the acquisitions consistent quarter-to-quarter?

In our business, there is not much consistency quarter-to-quarter. We like to look at kind of the entirety of kind of the 12-months. But yes, we are being prudent allocators of capital currently, where we have passed on deals that were in the mid-sevens that we feel should have an ante. So we are holding a little cash on the side because we believe cap rates in the first quarter will be higher than they are today. So when the right opportunity presents itself, it is a cap rate game right now. You go back to the GFC, when everybody shut it down, that was access to capital wasn’t there. But as I stated in my opening remarks, we have been doing this a long time, management and NNN. So we know how to navigate the capital markets and the higher cap rate, and the proven investment model. So yes, I expect cap rates. It is a long-winded way of saying cap rates will be higher in the first quarter than they are today.

Yes. And this is Kevin, Eric. I will just add a little bit to that because I want to dial the lens back kind of not the next quarter or two, even the next year, but that is a piece of the rationale for us probably not acquiring as much as we did two and three years ago. We clearly were tempering acquisitions volumes at a point in time when cap rates were at record lows, and we weren’t buying five - half rate deals. We just - to us, it didn’t have appropriate returns in our minds for how we burden our capital in our minds for deploying them. And so - so yes, we appreciate the sentiment of kind of where you are going. We don’t think about it too much on a month-to-month or quarter-to-quarter kind of basis. But yes, longer term, we do think about those kinds of things. When should we be accelerating acquisitions, when should we be tempering acquisitions? Or when should we be standing still. And so - but we think about those things on maybe a longer-term basis. Anyway, I will leave it there.

Our next question is coming from Spenser Allaway with Green Street.

Can you perhaps just provide some color on what AFFO growth would look like in 2024 absent any acquisitions?

Yes. As far as acquisition buying for 2024, we are going to hold off, given any guidance until most likely the February call. But as Kevin kind of stated in the beginning of the call, we could roughly do $400 million, $450 million without tapping the capital markets and being leverage neutral.

Okay. And then just maybe on the re-tenanting side, just given the economic backdrop, has conversations becoming more difficult, just given the current environment as you think about retenanting or....

So it is interesting. This year, year-to-date, we actually have a recapture rate of about 87% of the prior rent. But I really - that is not apples-to-apples to a lot of numbers you hear stated in our market. Because we don’t like to give capital expense to tenants. I mean we could just buy up the rent. So that 87% recovery year-to-date is kind of an as-is recovery rate. But no, it is surprising, Spencer, that we have had such great success this year. Historically, we have about a 70% recovery rate. So no, we are not having any issues retending any assets currently.

Okay. And then just maybe one more, if I may. You talked about [ passed on ] deals, which in your mind have been mispriced. Do you have a sense of what percentage of the deals you have recently looked at that you ultimately passed on due to the bid-speddynamic?

So whatever you hear from our competitors that they have looked at, we have looked at it as well. We don’t track that, to be honest with you. Our selectivity, our closure rate and stuff like that. But what I have seen is deals that I really thought were priced well and then the movement in the market was so fast as far as the debt side that we pulled out of transactions because they became mispriced. But the bid ask is tightening up. If the 1031 deals to me are the most mispriced because the sellers are still living back a year or two, and they think they can still get that pricing. The sale-leaseback market, I find is moving a lot faster than call it the investment-grade market because they understand the true cost to get the deals done. But the investment-grade companies can still tap the market and get debt, it is a loan to value of close to 100% of the sale leaseback. But that is what we find. The sale-leaseback market is moving a little bit quicker.

Our next question is coming from Brad Heffern with RBC Capital Markets.

Kevin, the ABR this quarter didn’t go up as much as I would have expected, just given the amount of investment activity you had. Was there something that fell out of ABR with someone moved to cash?

No. We didn’t move anybody to cash. A little bit of that is the and that comes from the split-funded transactions we do where we are funding the construction of sale-leaseback properties for us over time. And so rent typically does not show up in our ABR until completion. And so that is why that is lagging a little bit. But with time that will normalize, if you will, once projects get completed. But as we discussed, I think, last quarter, activity, which typically is 15%, 20% of our investment activity is going to be closer to 40% of our investment activity this year, which we like at the margin, to be honest. But that is the piece of that puzzle, I think, that is probably missing for you.

Got it. And then can you just walk through the current watch list. You mentioned the Bed Bath & Beyonds already, but anything else you are keeping an eye on?

Yes. Lots of stuff, but that we always worry about lots of stuff. I would say kind of at the top of the list, if you will, we have got Three big lots. So we are watching that. We have got two JoAnn. These are all very small exposures. We have got some we are still watching our fishes restaurants exposure. That is a bigger exposure just because it doesn’t feel like they have totally got it down to the COVID fog, if you will, yet. But I mean, there fine and they are covering rents, but they just are a little slower, and it is focused on a few stores within that part of our portfolio and then maybe at home, but they have got liquidity in the near term. But I mean, those are the kinds of names that we think about. Having said all that, at the first of the month, I’m not running down the hall and asking if the rent came in. It doesn’t feel that dire, if you will. But we are just watching those and we feel like our exposure generally is fine as it relates to tenant credit and b, that shows up in our kind of rent loss, which like I say, 100 basis points we assume is in a normal year, and we won’t hit that kind of rent loss this year. So that suggests I think things are going okay.

Our next question is coming from Rob Stevenson with Janie.

Steve, can you sell more of your non-top tier assets and you are doing at similar cap rates. I mean a 6% cap rate is pretty good on the LA Fitness, United Rental, bikes and whatever else you sold during the quarter, and it is well below implied cap rate on the stock recently. So curious why not sell more to finance mid-sevens acquisition, if you could do that reliably and on scale?

No, absolutely. That is part of the exercise we go through. We have the luxury of being in business for a long time, 3,500 assets approximately. So we have a lot of the diamonds in that portfolio over the years. But when we look at dispositions, and I agree with you, that 6% cap rate at 5.8% for the year is a phenomenal cap rate compared to what the industry is doing. But no, we have the opportunity. We are running the math. If we sell something at six cap what share price because we do view dispositions, you have defensive - so you are just improving the quality of the portfolio. But we also look at it we are selling a piece of the company. So if we sell to a 6% cap, it is like issuing equity at a certain share price. So it definitely could be a higher disposition in 2024 potentially.

Okay. And in terms of what you have sold, has it been a high concentration of 1031 buyers? Or has it been all over the place in terms of the other side of the transaction on dispositions for you guys year-to-date?

Primarily, it is been the 1031 market, and then there has been a couple of what we call owner users or user owners of the asset. But primarily, we sell into the 1031.

Okay. And then, Kevin, a couple of questions for you. The three Bed Bath & Beyonds that you talked about earlier, have they been sold or being marketed for sale? Are you trying to retenant them? And what’s been the sort of tenor on that recently?

Yes. No, plan A for us is to try to re-lease it, and we have got active dialogue on two of the three. And so that feels like it is actually going reasonably well. And so - and our rents there were I think, $13 a square foot, the expiring rent from Bed Bath. And so a manageable kind of rent situation.

Yes. Just a little follow-up. Yes, we are expecting slightly better than that recapture on the Fed base with no CapEx.

Okay. So those are likely to be retenanted rather than being sold vacant. And then last one for you, Kevin. Is the $500 million debt offering prefunding the June 24350 maturity? Or is that incremental capital for you guys and you will look to do something on the $350 million next year as you get closer?

Yes. I mean I will be trying to be sufficiently elusive. I mean we don’t give any capital market guidance. And so I view kind of money as somewhat fungible. It does clear off our bank line, which would allow us to effectively take or pay off that maturing debt next June with our bank line or we could do another debt offering in that regard. And so we are - we try to be opportunistic on capital market activities, and we will just see how things play out in the coming months as it relates to that. But I will say, doing that deal in August gives us more optionality, which is something we crave in terms of managing the balance sheet is never to get us in a position we have to do one thing or another. And so it just creates more liquidity. The dollars are fungible. We will see where all land eventually. In the meantime, they are headed towards acquisitions, and we will see the 24 holes.

How was the demand on that deal? Is it - could you have materially upsized that at that pricing if you wanted to and just elected not to? Or is that where the demand was at that point in time for that type of paper?

The demand for that deal was very good. So after we announced pricing of where that we would price we had $2.5 billion of orders at that price. And so it was four to five times oversubscribed. It was a solid execution. We could have done more and maybe in hindsight, one day, we will think maybe we should have, however, that is the largest debt transaction we have ever done. So we did size it up, if you will, relative to where we have operated in the past. And - but yes, it was a really solid execution at that time. I’m not sure that the market is as robust today as it was at that point in time. But anyway, yes, we are really pleased with that outcome.

Our next question is coming from Linda Tsai with Jefferies.

Can you talk about trends in the sale leaseback market and what percentage of the volume this quarter was done with existing relationships and how that compares to last quarter?

Hey Linda, this is Steve. It is relatively the same. It is kind of that three quarters for the sale leaseback. And that is reflected in our 16.5-year lease term for the quarter. But the trend as far as percentage, it is the same. And it pretty much - over a 12-month period, it is pretty consistent. Our acquisition guys, they are always out there looking for new relationships to grow the company, but we do lean into our relationships at kind of that 75% level.

And then in terms of the acquisition cap rate being up about 100 bps year-over-year, 7.4% this quarter, how close is that to where you might have expected to land versus what you were thinking at the beginning of the year?

At the beginning of the year, we are definitely up higher. But as far as starting midyear, we are landing what I’m expecting and I’m expecting it to increase in the near term as well.

And then on the 20 bps quarter-over-quarter increase over the past two quarters, is that like the same run rate for next quarter?

It is probably pretty close. As far as new money going out the door, absolutely. It is above that trend. But we have the - what we call the split-funded deals that we are funding construction that are building the asset. So you have a little bit of a headwind because that money - we committed 3 months ago, 2 months ago. So it is kind of a little older money.

Thank you. [Operator Instructions] Our next question is coming from Josh Dennerlein with Bank of America.

This is [Daryl Granite] (Ph) on behalf of Josh. Actually, just touching on the split fund developments just mentioning. I was curious if you could give some color on the sort of retailers that fall into that bucket? And any delivery timing and yields that you can touch on?

Primarily are split funded because we only do split funded deals with relationship tenants. So it pretty much compromises our quarterly acquisition pictures - so kind of automotive services, a little bit of the family entertainment primarily. Now as far as timing, we deal with small box retailers. So by the time we buy the ground, it could be 120-days before it is delivered and they start paying rent.

Yes. So maybe one way to think about pricing on that is whatever our cap rates were last quarter, maybe that is where the switch fund was priced will play out over the next three to six-months as the project gets completed and so is just a guide.

We currently have no further questions in queue at this time. So I will hand it back to Mr. Horn for any closing remarks.

Thank you for joining us on the call this morning, and we will see many of you, I guess, in a couple of weeks at NAREIT. Have a good day. Thanks.

Thank you. This concludes today’s conference, and you may disconnect your lines at this time, and we thank you for your participation.