NNN REIT, Inc. (NNN)
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AGM 2020

May 12, 2020

Speaker 1

Greetings and welcome to National Retail Properties 36th Annual Meeting of Stockholders. At this time, all participants are in a listen only mode. Please note this conference is being recorded. I will now turn the conference over to Chris Berry, Vice President of Corporate Communications and Investor Relations. Please go ahead, sir.

Speaker 2

Thank you, Jim, and good morning.

Speaker 3

Thank you for joining us for National Retail Properties 36th Annual Meeting of Stockholders. We may make certain statements that may be 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 press releases available on our website. I'm now going to turn the call over to Jay Whitehurst, President and Chief Executive Officer.

Speaker 2

Thanks, Chris. Good morning, ladies and gentlemen. I'm Jay Whitehurst, Chief Executive Officer, President and a member of the Board of National Retail Properties Inc. The time is now 8:31 a. M.

And the 2020 Annual Meeting of Stockholders is called to order. Welcome to the company's 36th Annual Meeting of Stockholders. First, let me say that our hearts go out to all the families affected by the COVID-nineteen coronavirus and the related economic dislocation across the country. We also want to offer our profound thanks to the medical professionals and first responders who are putting themselves in harm's way every day in order to keep the rest of us safe and healthy. After our formal meeting, there'll be a brief presentation by management.

In attendance today is Chris Tessatore, Secretary of the company, whose office will prepare the minutes of the meeting and Michael Barbera, the Inspector of Elections. On or about April 1, 2020, a notice of this annual meeting, a proxy statement relating to the matters to be considered at this meeting and a proxy ballot were sent to each stockholder of record determined as of the close of business on March 13, 2020, our record date. According to the records of the company and a certified proxy register, a total of 171,962,939 common shares of the company's stock were issued, of which 171,392,130 were entitled to vote at this annual meeting as of the close of business on March 13, 2020. Of these, 155,900 and 51,940 or 90.68 percent of the outstanding shares are represented in person or by proxy at this meeting. On the basis of this report, a quorum is present and this annual meeting is now officially called to order.

The polls for the elections are open. It's noted that the time is now 8:33 a. M. There are 3 matters to come before this meeting for your consideration and approval. The first matter to come before this meeting is to elect 8 directors of the company to hold office until the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

The directors for election are Pamela K. M. Beal, Stephen D. Kosler, Don Defossett, David M. Fick, Edward J.

Fritsch, Kevin B. Habicht, Betsy D. Holden and myself, Julian E. Whitehurst. The second matter is for an advisory vote on executive compensation.

And the 3rd matter is to ratify the selection of our independent registered public accounting firm, Ernst and Young LLP for 2020. I now declare the polls closed. The preliminary results of the voting show shareholder approval of 1, the election of all 8 directors under proposal 1 and 2, the approval of the selection of Ernst and Young LLP as the company's independent registered public accounting firm under Proposal 3. Consistent with the company's bylaws, no advance notice has been given to the company regarding any other business to be conducted at this meeting. Therefore, no other business will be considered at this meeting.

The time is now 8:35 and the 2020 Annual Meeting of Stockholders is adjourned. This concludes the formal portion of our meeting. Now that the formal portion is over, I'd like to take a few minutes to review our strategy and results with you and then take some questions. Our webcast format only permits questions in writing. And as you heard, there's a box on your screen for you to type in your questions at any time during the presentation, and I'll address the questions at the end.

Chris just discussed this slide in his opening comments. So let's go to the annual report slide. This is the cover page of our recent annual report. The theme of the report this year is about the value of a long term perspective. In the midst of the COVID-nineteen crisis, it's easy to concentrate solely on the immediate news of the day, but a true hallmark of National Retail Properties is our consistent focus on long term operations and multiyear shareholder value creation.

This consistent long term approach is highlighted by our impressive track record of increasing the common share dividend for 30 consecutive years. Throughout this presentation, you'll see other indicators of our long term perspective. And before going into some of these drivers of our long term success, I do want to spend a moment discussing the impact of COVID-nineteen on our tenants and our business. First, I'm pleased to report that all of our associates remain healthy. The safety of our associates is our top priority.

In March, we began transitioning to work from home, although the office remains open. And most of our associates have been working from home. Our investment in technology has made this a seamless and smooth transition. We miss the day to day personal interaction, but our business operations have not missed a beat. And many of our associates are listening to the webcast today.

And to those folks, I want to once again say, thank you for your positive attitude, your flexibility and your can do spirit. Although our Q1 2020 results reflected consistent steady performance, all of that steady execution occurred largely prior to the unprecedented spread of the coronavirus across the United States. Due to the sudden impact of COVID-nineteen pandemic on our retail businesses and the economy beginning in mid March, we recently reported that we received approximately 52% of our base rents for the month of April and we are working with certain tenants representing approximately 37% of our annualized base rent on short term rent deferrals. I'll discuss these deferrals in greater detail in a moment. While the shutdown of meaningful portions of the economy will impact our short term and perhaps medium term results, we're continuing to focus on the long term as we maintain our strong liquidity position, work with our tenants to address the reality of their business interruption and plan ahead for the time when this turmoil is behind us.

In the midst of the current market upheaval, it's worthwhile to take a moment and recognize this is not the first storm that National Retail Properties has had to weather. This slide shows some of the milestones along our path as well as some of the headwinds that we've endured along the way. The current pandemic is certainly one of the worst crises this country has faced in many years, but our consistent long term focus has gotten us through other crises before and we are confident that we'll get through this one as well. An important driver of the long term value creation by National Retail Properties is our history of raising the dividend every year for the past 30 years. This impressive feat has been accomplished by only 2 other REITs and by less than 90 public companies across the entire United States.

In 2019, our Board increased the dividend to its current annualized rate of $2.06 per share. Our dividend has been very safely covered at about 73% of funds from operation for a number of years. Our board will continue to review our dividend policy regularly, especially in light of the impact of the COVID-nineteen pandemic on our business. By no means is our dividend sacrosanct, but we do believe our impressive streak of consistently increasing the dividend is a powerful indicator of the value of our long term focus and business model. We currently sit in a strong liquidity position and our Board will continue to evaluate our dividend policy with this long term perspective in mind.

Our business model is designed and executed to produce consistent per share growth on a multiyear basis, and this graph shows our execution over the past 7 years. Based on the current uncertainty about the depth and duration of the economic turmoil that almost all companies are enduring at the moment, we've withdrawn our guidance for 2020 results. As I stand here today, there's simply too much uncertainty to project how 2020 will play out. But I've said this before, you will never meet a management team that is more committed to per share growth than the team you have at National Retail Properties. While we're taking steps to address the current disruption, we are also planning ahead as the country begins to return to normal.

Let's now turn to some of the pillars of our long term strategy. At our core, we're a real estate company focused exclusively on single tenant retail properties. National Retail Properties owns over 3,100 individual single tenant retail properties leased to large national and regional retail businesses across the United States. Our properties tend to have strong retail real estate characteristics. They're generally located along high traffic roads with good visibility, access and signage.

Our average property cost is only $3,000,000 lots of well located small box retail properties. As I noted, due to the current pandemic and stay at home orders, many of our properties are closed or partially closed. But these locations were in demand by our tenants prior to this crisis, and we expect they'll be in demand again when this is over. In times of economic turmoil, a strong balance sheet and ample liquidity are crucial. This is not news to us.

The long standing philosophy at National Retail Properties is to operate with low leverage and to maintain access to all sources of capital, which has resulted in the fortress like balance sheet that we have today. National Retail Properties is investment grade rated BBB plus and Baa1. As of the end of the first quarter, we are in a very strong liquidity position with $217,000,000 of cash in the bank and $900,000,000 of available capacity on our line of credit. In addition to this strong liquidity position, our debt maturities are well laddered with a weighted average duration of over 11 years and no material debt coming due until 2023. What's not on this slide, but also bears mentioning is our deep pool of individual properties, which can be sold 1 by 1 into the private market at very low cap rates.

These properties, which can be sold at cap rates below our current investment yields, provide us with another source of well priced capital to be redeployed into our business. Turning now to our properties. Our portfolio is broadly diversified across geography, industry and tenant mix. Over 400 tenants over 30 different lines of trade in 48 states. The primary lines of trade in our portfolio focus on customer services and e commerce resistant consumer necessities.

Although these are primarily e commerce resistant businesses, in the current shutdown many of these properties are closed or operating at a fraction of their typical capacity. I should note, however, that our top sector, convenience stores, continues to do very well during this crisis and provide essential goods and services to its customers. With a number of our tenants that have been directly impacted by the COVID-nineteen pandemic, we've entered into rent deferral agreements or are currently negotiating such agreements, with tenants representing approximately 37% of our annualized base rent. While we are dealing with deferrals on an individual case by case basis, generally, our rent deferrals discussions involve deferring 1 to 3 months of 2nd quarter base rent with the deferred rent to be repaid commencing in late 2020 through late 2021. These are our customers and in many cases they've been our customers for a long time.

We've been collaborative with our long term relationship customers as we all deal with this unexpected disruption. Drilling a little deeper into the list of our top tenants, you'll see that our portfolio consists primarily of large well capitalized tenants. Our top 25 tenants operate over 1,000 units each on average and are typically the leaders in their respective lines of trade. These are large regional and national companies that are generally better positioned than smaller operators to withstand a major disruption in their business such as occurring at the moment. An important driver of our success is our consistently high occupancy and steady cash flow on a multiyear basis.

Our long term occupancy rate has been consistent at 98% plus or minus 1%, which is among the best in commercial real estate. This long term high level of occupancy creates a stable cash flow that we think is highly preferable to the more variable revenue streams from other commercial real property types. You can see that at the depth of the Great Recession in 2,008, 2,009, we only dipped to 96.4% occupied and recovered relatively quickly in the ensuing few years. Another long term attribute of our portfolio is that retailers do not like to relocate their stores. Location is much more strategically important for retail operators than for tenants in other property types.

Over the last decade, when a retailer's lease is expiring, 80% to 90% of the time, the retailer has renewed its lease at the same location and at its then current rent, all without the landlord's investment of any tenant improvement dollars or lease incentive payments. This impressive statistic highlights to us the expectation that our tenants will make great efforts to reopen their stores at our properties as soon as they can safely and practically do so. This next slide highlights a real moat around our business, sourcing acquisitions directly from relationship retailers. The primary focus of our acquisition strategy is to acquire properties directly from retailers and then lease those properties back on long term triple net leases. One of the benefits of this direct relationship is that the tenant self selects the properties to be included in a long term sale leaseback, which means we get the tenants better performing properties.

Another benefit is that our investment is typically at the tenants cost without any developer markup. Lower cost per property means lower rent per property, which means a greater margin of safety and higher probability of the tenant's ability to pay rent if its business is disrupted. It's very time consuming and labor intensive to build these relationships with retailers, but this graph shows that our efforts bear fruit. This slide shows our total acquisition volume for each of the last few years. As you can see, well over 2 thirds of our volume of acquisitions has come from doing off market business with our relationship tenants.

As the economic downturn began to grow in March, we took a pause in our acquisition efforts and elected to postpone or cancel some of those acquisitions scheduled for the 1st and second quarters. Much like we did in 2,008 and 2,009, we're watching the markets closely and evaluating opportunities. But for the moment, we're being cautious with our capital until we get a feel for appropriate pricing in the post COVID-nineteen economy. Looking ahead to our return to the acquisition market post pandemic, we are as always evaluating our acquisition parameters, but you should not expect us to lose our long term focus on acquiring well located real estate parcels leased to strong operators at reasonable prices and with reasonable rents. And the last driver behind our strategy is great people in a supportive culture.

Over 3,100 properties, over 400 tenants, dollars $675,000,000 approximately of annual rent and all handled by just 70 associates at National Retail Properties. In the last decade, we've roughly tripled our number of properties while keeping headcount nearly flat. We've done all this by empowering, training and retaining our high performing associates. We invest heavily in technology and professional development to help each of our associates learn and grow. Another point I want to make on this slide is the long tenure of our entire team.

Over 2 thirds of the team has been with the company for more than 5 years and almost half have been here for at least 10 years. This is a stark contrast with many other companies and a competitive advantage when it comes to institutional memory and consistency of message, especially during a time when folks are working remotely and have less day to day personal interaction. And while I'm on the topic of people, I'd like to take a moment and recognize our Board of Directors as well. We've recently refreshed our Board with a number of new high powered talented directors. Your Board reflects broader diversity in background, experience, tenure and gender than ever before.

And much like the rest of NNN, Board of Directors is well positioned as we look ahead to the future. I also want to thank Sam Susser for his invaluable service on our board for the past 5 years. Due to Sam's many other business activities, he decided not to stand for reelection this year. I've known Sam for 15 years and I've benefited immensely from his guidance and mentorship. He's leaving us better than he found us.

And Sam, we wish you all the best. And lastly, as I said in the shareholder letter, National Retail Properties has been walking the talk of ESG long before it was fashionable. I've already mentioned many of these items on this slide as it relates to our associates and our Board, but I want to emphasize that for many years, we've received some of the highest marks from major corporate governance rating agencies such as ISS. And although our triple net leases place exclusive control of the property operations in the hands of our tenant, we've taken steps to promote energy conservation and sustainability via our lease documents and our tenant outreach. We'll continue to focus on all our stakeholders, both internal and external, in our strategic planning and business operations.

This last slide highlights our activities and results for 2019. I've covered most of these points in our discussion. And in the face of the COVID-nineteen pandemic, many of these bullet points definitely fall under the category of old news. But these 2019 results and the consistent results of the last several years have positioned us well heading into 2020. So now let's take questions.

Well, in the absence of any questions, we thank you very much for your attendance today and more importantly for your support and confidence through the years. Although this current pandemic is a unique challenge, it's certainly not the first that we've faced. Our consistent focus on a strong low leverage balance sheet, high quality real estate locations leased to strong regional and national operators in e commerce resistant businesses will remain unchanged and will, we expect, see us through the passing of this crisis.

Speaker 3

We do have one question.

Speaker 2

We do have one question. Go ahead.

Speaker 3

It's about the conference call last week. You talked to the tone of the call was

Speaker 1

towards the end

Speaker 3

of the call was vitriolic, and there's a good defense for no cut in the dividend. I think a dividend cut would hurt the share price more than some temporary misfranch. Can you comment on that?

Speaker 2

We take a but it's a very good question and thank you. We take a multiyear approach to thinking about our dividend philosophy and we are in a strong liquidity position with, as I mentioned, over $200,000,000 of cash in the bank and $900,000,000 of capacity on our line of credit. So all of this puts us in a very, very good position. We do take pride in the long history of our dividend and we believe it reflects the strength of our business operations. As I said even in these comments, our dividend is not sacrosanct, but it is something that is very important to us.

And so we share your sentiment that maintaining the dividend and continuing to increase it if at all possible is job 1. It's something that you have to just continue to evaluate over time. Our Board will continue to review it. But we do feel like the dividend and the history of increasing the dividend is an important part of this company.

Speaker 1

All right.

Speaker 3

Thank you, Jay. We have another question. Kevin used to say his ATM buy price was in the $40 range. Can you say what it is now? That comes from Larry Stefanie.

Speaker 2

Larry, good morning. We're sorry that you couldn't be here with us in person today. We have not been using the ATM update. As I mentioned, as this pandemic unfolded, we took a pause in acquisitions, we marshaled our capital. I think one other item just to point out is that we don't have any capital expense needs for our properties.

We don't have to put money into our properties as part of the regular operations. And so we've been in a position to do a very good job of marshaling our capital. Today, we aren't using the ATM today. We don't give guidance on capital markets pricing or activities. So it's not I'm not really in a position to say what would be the number at which we would be interested again.

But it is great when the stock is trading below a number where you think is an appropriate price, it is great to be in a position where you don't need to think about issuing any equity at the moment. That was all that stuff. All right. All right. Well, once again, we thank you all for attending and have a good

Speaker 1

day. Ladies and gentlemen, this does conclude today's teleconference. We thank you all for your participation.

Speaker 2

You may now disconnect your lines.

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