NetSTREIT Corp.

Greetings and welcome to the NetStreetCorp second quarter 2021 earnings call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Amy Ann. Thank you, Amy. You may begin.

We thank you for joining us for NetStreet's second quarter 2021 earnings conference call. In addition to the press release distributed yesterday after market closed, we posted a supplemental package and an updated investor presentation. Both can be found in the investor relations section of the company's website at www.netstreet.com. On today's call, management's remarks and answers to your questions may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address matters that are subject to risk and uncertainty that may cause actual results to differ from those discussed today. For more information about these risk factors, we encourage you to review our Form 10-K for the year ended December 31st, 2020, and other FEC filings. All forward-looking statements are made as of the date hereof, and NetStreet assumes no obligation to update any forward-looking statements in the future. In addition, certain financial information presented on this call includes non-GAAP financial measures. Please refer to our earnings release and supplemental package for definitions, GAAP reconciliations, and an explanation of why we believe such non-GAAP financial measures are useful to investors. Today's conference call is hosted by NetStreet's Chief Executive Officer, Mark Manheimer, and Chief Financial Officer, Andy Blocker. They will make some prepared remarks, and then we will open the call for your questions. Now I will turn the call over to Mark.

Good morning, everyone, and thank you for joining us today for NetStreet's second quarter 2021 earnings conference call. I will begin with a review of our investment activity and portfolio metrics for the quarter, and Andy will then provide detail on our second quarter results and balance sheet. To begin, our core focus is on strategic growth with high-quality tenants and pursuing opportunities where we see the best risk-adjusted returns. We continue to target tenants whose physical locations are critical to their cash flow generation, making them more resistant to e-commerce competitive pressures. More importantly, we focus on tenants with strong balance sheets and proven access to capital. During the quarter, we achieved acquisition and development volume totaling approximately $121 million, making it our largest quarterly volume since our IPO last August. We completed approximately $117 million of acquisitions at an initial cash capitalization rate of 6.5% inclusive of all closing costs and a weighted average remaining lease term of 9.7 years. Over 93% of our second quarter acquisitions were with investment grade rated tenants or tenants with investment grade profiles. Also in the quarter, we provided $4 million of development funding, which included two new projects with total cost expected to be $6 million. Both of these developments are with tenants with investment-grade profiles. We anticipate that we will begin to collect rent from these projects by second quarter of 2022. Finally, in the quarter, we sold five assets for $13 million at a weighted average cash capitalization rate of 6.7%. With these dispositions, we've decreased our casual dining exposure from 1.9% to 1.2%. We will continue to look for opportunities to decrease our exposure to industries that are more at risk from retail disruptions, from technological advances, or shifting consumer behavior. Moreover, we will continue to look at dispositions as a portfolio management tool to recycle capital into better long-term opportunities. Moving on to our portfolio metrics, as of June 30, 2021, our portfolio contains 267 leases, comprised of 5.2 million square feet in 39 states, with a diversified tenant roster of 59 tenants in 23 industries. Total ABR, our primary earnings driver, increased to $55.3 million with a weighted average lease term of 9.9 years. At quarter end, we were 100% occupied with no lease expirations until 2023 and less than 1% of ABR expiring before 2025. Based on ABR, our tenancy is 70% investment grade with an additional 13.5% classified as investment grade profile. As a result of our tenant credit quality and the defensive nature of the portfolio, we are proud to report 100% rent collections for 11 straight months through July. Our pipeline continues to grow in size, and we are excited about our ability to execute on our external growth strategy. We continue to review a wide range of opportunities, including investments in stabilized assets, blend and extend opportunities, satellite SPAC transactions, and development projects. We will stay true to our strategic focus on investment grade and other high quality tenants while we continue to enhance the overall diversification of our portfolio. As we look to the balance of the year and beyond, we are truly excited by the opportunity ahead of us. Our portfolio continues to perform well and our acquisition processes are proactive and proven. We continue to target at least $360 million in net acquisitions for the full year 2021, supported by our strong balance sheet and liquidity that was bolstered last quarter with our transformational $203.6 million follow-on equity offering. Before I turn the call over to Andy, I want to provide some perspective on NetStreet's accomplishments since we went public just under a year ago. We grew our asset base from 163 properties to 267. Investment-grade assets grew from 64% of our portfolio to 70%, and when you include investment-grade profile tenants, that metric grew from 72% to over 83%, As a result, our ABR has increased from $34.5 million to $55.3 million, while improving the already strong quality of our portfolio. I couldn't be prouder of the team we have in place that has been integral in achieving these accomplishments. And we remain focused on these same key drivers, which I believe will further advance NetStreet's platform and create significant value for our shareholders. I'll now turn the call over to Andy to discuss the balance sheet and our capital markets activities. Andy?

Thanks, Mark, and once again, thank you all for your time with us this morning. Let me begin with our results for the second quarter of 2021. Yesterday in our press release, we reported a net loss of $0.07, core FFO of $0.18, and AFFO of $0.20 per diluted share for the second quarter. I want to note that these per share results reflect the impact of the equity offering completed in April, and while we set a post-IPO record for investment volumes in the second quarter, Those acquisitions were on our balance sheet for an average of only 19 days in the quarter. In April, we issued 10.9 million shares of common stock in our first follow-on offering, raising $203.6 million in proceeds, including the exercise in full of the underwriter's option to purchase additional shares. Proceeds from the offering were used to pay off the $13 million outstanding balance on the credit facility and fund investments in the quarter, with the remainder being held as our $88 million cash balance as of quarter end. We believe this offering was a key step for NetStreet as we continue to demonstrate our business strategy. Moving on to our balance sheet, as of June 30th, we had $88 million in cash and our $250 million revolving line of credit was fully undrawn. We have no debt maturities until the maturity of our revolver in December 2023, which is subject to a one-year extension option, which would match the December 2024 maturity of our $175 million term loan. Our net debt to annualized adjusted EBITDA ratio was 2.1 times the quarter end, well below our 4.5 to 5.5 time long-term target. Finally, with respect to the balance sheet, in early September, we will be eligible to file a new universal shelf, which, among other things, would provide greater options and efficiency for future capital raising. With respect to dividends, early this week, the Board declared a 20-cent regular quarterly cash dividend to be payable on September 15th to shareholders of record as of September 1st, reflecting an annualized dividend rate of 80 cents per share. As previously disclosed, we're maintaining full-year 2021 AFFO guidance in the range of 95 to 99 cents per share. We expect to complete at least $360 million of net acquisitions this year, up from our original guidance of $320 million. We continue to see this as back-end weighted in each quarter and at cap rates consistent with our recent activity. For our cash G&A, we continue to expect to be in the range of $11 to $12 million. While the file-on offering was a significant positive for NetStreet, our larger market capitalization will require us to report as a large accelerator filer beginning in 2022. Our team is well prepared to handle the change and are already working to enhance our strong control environment to ensure compliance from a SOX perspective. The result of that impact is to pull forward some incremental internal control expense, which, when coupled with additional travel expenses associated with business development and diligence, as a greater number of our employees are venturing out of Dallas, makes it more likely for us to be on the higher rather than a lower end of our 2021 G&A guidance range. In addition, our cash G&A includes recurring transaction costs, which are listed in our financial statement as a separate line item. Non-cash compensation expense will be in the range of $3 to $4 million, and we expect our cash interest expense, including unused line of credit fees of $3 to $3.5 million, and an additional $600,000 of non-cash deferred financing fee amortization. We expect to incur taxes in the range of $200,000 to $300,000. And lastly, we expect fully diluted weighted average shares outstanding to be in the range of 38 to 39 million shares for the year. To wrap up, we're very pleased with our strong second quarter activity, building off the momentum for the first quarter. We're well positioned with ample capital and a strong pipeline of opportunities for accretive investments. As always, we want to acknowledge our entire team for their hard work and contributions to our strong performance so far this year. This concludes our prepared remarks. We'll now open the line for your questions. Operator?

Thank you. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Thank you. Our first question comes from Nate Crossett with Barenburg. Please proceed with your question.

Hey, good morning guys, and congrats on a strong quarter. I was hoping you could maybe comment on the activity so far in 3Q. You know, what's the size of the pipeline right now? And then maybe if you could just touch on competition and pricing. You know, it sounds like you're expecting the yields to be close to what you did this quarter, but any color you could give would be helpful.

Yeah, sure. Thanks, Nate. Yeah, I mean, I think, you know, having been public for just about a year now, starting to do a little bit more repeat business, whether it be on the development side or, you know, Blended Extends and some sellers that, you know, we've had a pretty good experience with. So we are seeing a little bit more on the repeat business side, which I think is really, you know, helping the pipeline. And again, you know, as we've discussed in the past, you know, we like to use our size as an advantage and really kind of lay out our opportunity set and pick off the assets where we're getting, we think, better than market pricing and the more inefficiently priced assets. And the repeat business is really where we see more and more of that. So we've been able to continue to achieve the same cap rates. I think this quarter the cap rate was the same as our first quarter as a public company. So we've been pretty pleased with being able to continue to generate similar types of returns quarter in and quarter out. That being said, there is a lot of competition for the types of assets that we're looking for. Certainly the high quality investment grade side, they're easier to finance, but I think using our relationships the way that we have and really building out a larger pipeline quarter in and quarter out has allowed us to continue to get similar types of cap rates and we expect the same here in the future.

Okay, that's helpful. Thanks. I noticed that the 7-Eleven concentration went up, and I think that was one that you were selling down before, so I'm just curious. Obviously, it's a great credit, but if you could give a little color on that, that might be helpful as well.

Yeah, sure. Yeah, and that's right. I think as we scale the business and the asset base gets a little bit larger, maybe more than $2 billion, You know, we think that we should be able to get all tenant concentrations below 5%, and that's kind of more of a long-term goal. But we also don't want to, you know, turn away, you know, great acquisitions. And we had the opportunity to do a sale lease back in California, you know, with 7-Eleven, where we got brand-new 15-year absolute net leases at pretty attractive pricing with attractive bumps. And so we kind of looked at that as additive to the quality of the portfolio. You know, we will look to decrease exposure mostly through increasing the size of the portfolio over time, but we also don't think it's likely that we're going to have many more opportunities with 7-Eleven at the pricing that we achieve.

Okay, that's helpful. Thank you, guys. Thank you.

Thank you. Our next question comes from Todd Thomas with KeyBank Capital Markets. Please proceed with your question.

Hi, thanks. Good morning. First question, just wanted to follow up on investments. And as we think about the year winding down, 2022, I realize you're not giving guidance, but the company's installed base is increasing. And I'm just wondering more broadly how we should think about external growth going forward, whether the strategy is to acquire and grow by sort of a certain percent of the base each year, or would you expect to keep The pay is constant. Just curious if you could comment on investment activity for the company more broadly, you know, as we move forward.

Yeah, sure. I mean, you know, I think in general, I wouldn't expect to see us, you know, drastically ramp, you know, acquisitions. I think over time, you know, we'll steadily increase our acquisitions. And most of that is going to come from our opportunity set. I think, you know, like I mentioned at the top with repeat businesses, increasing those opportunities where we're seeing outside pricing and inefficiently priced assets. We'd like to kind of continue with that similar path. But understanding as we grow the asset base, the acquisitions appetite is going to need to increase. But really at our size, call it a billion dollars or so of assets, adding $90 million net of dispositions per quarter really does allow us to grow AFFO at a pretty favorable clip. as compared to our peer set.

Okay. And then for the balance of the year, so you maintain guidance of at least $360 million. You're running a little bit ahead of that pace, it seems. Just curious, with some potential tax policy changes late in the year or otherwise, and sort of in light of the improvement in the company's cost of capital, is there you know, potential to see, you know, sort of a much, you know, a larger, you know, pace of acquisitions and investments late in the year, you know, heading into 22?

Yeah, I mean, we're really going to, I think, just stick to our knitting and stick to what's been working for us. You know, I think getting the pricing that we have is really important. You know, the only thing more important than that to us at this point is the quality of the assets that we've been able to put into the portfolio. Again, I think we will continue to increase acquisitions on the margin over time as we increase our opportunity set, but we don't want to get too far over our skis and start really ramping growth just for the sake of growth and because we can. Just because we can doesn't necessarily mean that we should, so I think we're pretty comfortable with the approach that we've been taking over the last several quarters.

All right, then Andy, you mentioned, you know, you talked about leverage in the balance sheet in your prepared remarks, and I'm just curious, you know, the ATM language was removed from the guidance. No change to the share count there or anything, but just wondering what the view around ATM usage was as the company nears shelf eligibility.

Yeah, I mean, well, yeah, we said 38 to 39 million, you know, shares, so you know, that would indicate, you know, the potential for some additional shares. Yeah, I mean, look, the shelf, it will be eligible to file the shelf, you know, in the next several weeks, you know, early September. You know, the benefit there is it gives us, you know, greater optionality with respect to capital sources. It gives us the opportunity, you know, to potentially put in, you know, an ATM program, you know, so on and so forth. So, you know, as Mark, you know, talked about diligence on the asset side of the balance sheet, we're going to practice that same diligence on the right side of the balance sheet, utilizing all the sources that we have available to us.

All right. Thank you.

Thanks, Seth.

Thank you. Our next question comes from Katie McConnell with Citi. Please proceed with your question.

Hey, guys. This is Parker, actually, on for Katie. I guess my first question just has to do with the $4 million of development that you gave out during the quarter. I was just wondering, from a yield perspective, how that is relative to what you guys are acquiring today.

Yeah, sure. And I do think we pick up a little bit on the development side versus acquiring existing assets. And it's really just a great opportunity for us to get brand new leases with credit tenants. which sometimes is a little bit more difficult to go out and source in the open market. Those two particular transactions are with investment grade profile tenants and are in kind of the low to mid seven cap rate range going into cash cap rates, so a little bit more yield than typically what we're getting even on the development side. And remember, on the development side, we're not taking any lease up risk. We're only going to move forward with those transactions if we have a lease in hand and we're not taking any cost overrun risk as well.

Got it. Okay, thanks. And then just my second question is just about Best Buy. I think you guys acquired a few stores this quarter. How willing are you guys to push sort of the needle on that and continue to grow with them? Are you guys comfortable sort of sitting at where you are now?

Yeah, no, I mean, we certainly like Best Buy's business, but I think they've been making some changes as it relates to how they are thinking about their footprint within their store. So we're extraordinarily cautious with our Best Buy exposure in terms of which ones we're willing to add to the portfolio. And so we're looking at cell phone data and really trying to get the best foot traffic data locations that we can get with Best Buy and have conversations with Best Buy and see how committed they are to those locations. We just happen to have, I believe it was three in the quarter opportunities to add to our Best Buy portfolio. Quite frankly, we don't have any more in our current pipeline, not to say that we wouldn't add more, but I think the locations that we did add, while we did get three in the quarter, are somewhat rare, so I wouldn't expect to see us add much more to our Best Buy portfolio.

Got it. And if I can, what cap rate were you guys able to get those three assets at just during the quarter?

And we don't usually give specific cap rates on individual deals, but it was slightly higher than the average cap rate for the quarter.

Okay. Thank you.

Thank you. Our next question comes from Greg McGinnis with Scotiabank. Please proceed with your question.

Hey, good morning. So, Mark, I know you mentioned not passing out some great deals with top tenants. I'm just curious if there's any issues sourcing investment opportunities with new companies that meet your investment criteria and maybe said a bit differently, how many potential net lease tenants fit your investment criteria versus those you do business with today?

Yeah, sure. It is a bit of a limited universe because we are very stringent on the types of credits that we're willing to add to the portfolio and the real estate quality. which most of retail, quite frankly, is not investable. So it is a somewhat finite universe. We are constantly looking for more tenants that we like that are maybe not investment grade, maybe investment grade profile. We've added a few of those over time. And I would expect to see a couple new tenants pop into the portfolio over the next quarter or two. But we are seeing plenty of opportunity for us to grow with the tenants that are in the portfolio We've got exceptional relationships with most of the tenants that you see us continue to add to the portfolio, which is certainly helpful in getting insight into how they're thinking about their real estate and their growth. So we're pretty comfortable that we're going to continue to be able to add to the portfolio with very similar tenants as well as very high-quality assets.

Okay, thanks. And then another one on development for you. And I apologize, as I believe you made a comment in the opening remarks regarding Q2 2022, but I kind of missed it. Just curious, you know, how much traction you're gaining on the development side and how you're thinking about the longer term potential investment size, you know, looking forward into the next few years from the 4 million today to, you know, whatever it might be in the future.

Yeah, no, sure. And we are starting to pick up a little bit more. You know, we've got a lot of different ways that we acquire properties. That's been a focus for us really, you know, even going back to when we were private, building those relationships and trying to get, you know, kind of the, you know, the programmatic type, you know, transactions going with tenants that we like. And we're starting to get more and more traction there. So I do think it'll grow, you know, albeit on the margin with, you know, with what we're acquiring quarter in and quarter out. And we just really like the fact that we're getting a new 10, 15-year lease, depending on who the tenant is, at a location that they're committed to and typically getting better pricing. And so we kind of view that as a great way of kind of adding more alpha to the portfolio without taking more beta. So I would expect on the margin for that to be a bigger chunk of what we do in the future.

Okay. And then just appreciate that color. And just a final question for me is on – you know, the decision to use at least $360 million as the acquisition guidance number. I'm just curious why you used the at least instead of maybe a more traditional net investment range.

Yeah, and I mean, obviously, you know, we, you know, I think throughout the organization, we went under promise and over deliver. So we wanted to make sure that, you know, we were going to be able to do at least $360 million. So, Obviously, you can expect us to do a number north of $360 million. But we felt like that gave us comfort that we would not be on calls underachieving. And depending on what the opportunity set is that comes in, we're pretty confident that we're going to be able to hit that number. We really only have 60, 75 days of sight into what we're actually going to be closing. So it is a little bit difficult to really give a really firm number. beyond at least $360 million.

Yeah, and Greg, if I could just add to that, and I think as Mark talked about in his prepared remarks, as we really start, as we've been executing and as we continue to prioritize the components of the acquisitions, as I think what you're seeing is quality is always coming first, and 11 consecutive months of 100% rent collections You know, economics relative to that quality is really a close second. And then, you know, the timing of those, you know, comes third. You know, we're really trying to build as bulletproof of a triple net retail portfolio as we can out there. So from our perspective, we're very, very confident in our ability. We're very focused on ABR, right? And, you know, almost somewhat less confident on the interquarter impact, you know, of those deals because we're so focused on quality. And those are the types of things that kind of drive us to, you know, something that says at least $360 million, you know, as opposed to, oh, you know, the traditional we're increasing our guidance by 10%.

Right. Okay. Well, thanks, Andy. Appreciate that.

Thank you. Our next question comes from Keebin Kim with Truist. Please proceed with your question.

Thanks, Don. Good morning. So just going back to the acquisition questions, are you – finding that your bullseye for the types of assets, and investment grade is probably not built all the same, right? There's probably even a range within that. Are you having to move your bullseye at all because of competitive pressures, or are you still finding all the deals that are typically what you would want to own?

Yeah, it's a great question, Keevan. We are seeing maybe a little bit more competition a little bit higher expectations from some of the sellers, but I do think that is offset with the repeat business that we're doing and really sourcing more acquisitions than we did quarter in and quarter out, and then laying them out in a bell curve and trying to figure out which ones are priced the most inefficiently, and that's allowed us to continue to keep the same types of cap rates since we've gone public, and I think you've seen Some of our peers, you've seen that drop quarter by quarter. I do think that becomes more of a challenge if we want to start doing a lot more acquisitions. If we want to really ramp the acquisitions, I do think that you might see cap rates drop a little bit on the margin. But we're very focused on our sourcing channels and really getting to deals first and creating our own deals or providing some type of value, whether it's capital to a developer or a blend and extend type opportunity, those are the areas where we feel like we can continue to get the same types of yields that we have each quarter. But to your point, I do think there is a lot of competition out there because they are very attractive opportunities, very easy to finance. But I do think over time as we grow, that may become a little bit more difficult, but I don't think we're there yet.

That actually brings me to my second question. you're hitting a run rate of about 100 million of acquisition and supporter. What does it take to go to 150 million? Is it as simple as hiring more people or, like you mentioned, trying to expand the addressable universe of what you really want to own? How are you thinking about that as you look out year two or three?

Yeah, and that's something that we talk about a lot internally. There's a couple of different ways we can increase to $150 million. We could sacrifice quality, which I don't think we're willing to do. I think the more likely avenue, if we were to want to do a lot more in acquisitions in the near term, I think as we lay out that bell curve of efficiently priced assets, we'd have to eat a little bit more into that bell curve and buy some assets that are a little bit more efficiently priced. So I think on the margin you'd see, you know, if it was using your example, $150 million, I think you'd probably see a slight difference in the overall cap rate. Okay. Thank you. Thank you.

Thank you. Our next question comes from Linda Tsai with Jefferies. Please proceed with your question.

Hi, it looks like average weighted term went down a little on your acquisitions. Any additional color you could provide, and is this something you'd expect going forward?

Yeah, and we are focused on keeping around 10 years of weighted average lease term. So we've been in some conversations with our current tenants, especially as we're looking at acquiring more assets and doing blend and extends externally on the acquisitions front. We've started to include some of the assets that we own within the portfolio. to potentially get some early executions on locations that are performing very well. But yeah, and I do think that's a challenge with investment grade and high quality tenants. Typically, the lease terms are a little bit shorter than if we were out just doing sale lease backs where you see a lot of 20-year lease terms. So it is something that is a challenge. But fortunately, I guess one thing I can give you some color on the current pipeline, the lease term is a little bit longer. That is an area that we've added a little bit more focus to.

And then can you talk about how the net lease environment has changed since you went public about a year ago, acknowledging that it was in the middle of a pandemic? And maybe just what you've learned along the way as you've been building and executing upon your pipeline?

Yeah, sure. I mean, at the very beginning, I think we were just starting to come out of the pandemic a little bit. And so you still had a number of buyers on the sidelines. You had a lot of people kind of trying to figure out what they wanted to do. But in the areas that we focused that haven't been as impacted by the first round of COVID, hopefully we're not about to face the second round. But I think those really held up very well. So there was still always a pretty strong bid for those assets. But I would say on the margin, we've seen a little bit more competition with the small family offices and individual buyers. But, you know, we still feel like we're going to be able to execute on our strategy.

And if I could just add, and it's just really important to note that despite the, you know, the changes from our 144A where we are in giant risk on environment to COVID, you know, giant risk off. you know, back, you know, currently, we've remained steadfast to our strategy, right? And we've been able to execute, you know, I kind of feel like despite the fact that, you know, Mark and I and the team have only been together for, you know, call it, you know, 18, 19 months, you know, the reality is we've been through a complete cycle of risk, you know, and feel really, really confident of, you know, the direction that we're going and our ability to continue to produce results.

Thanks, just one last one. You're at 70% IG tenancy and then another 11% in IG like tenancy and the rest is more yield driven. Do you have a long term view on what the right balance is for being high quality but also driving yield at the same time?

Yeah, sure. So, and I don't think we're gonna change quarter to quarter, but we are subject to what the opportunity set is on a quarter to quarter basis. So, we don't see a giant difference, at least in our mind, investment grade profile to investment grade, like a triple B minus credit versus a double B plus credit, other than it has the delineation of investment grade or not investment grade. So I do think you could see, you know, do some double B type credits or some investment grade profile credits and see those percentages move around a little bit on the margin. But I think in the past, we've stated, you know, kind of the investment grade percentage of the portfolio is likely to stay between 65% and 75%. So we're kind of like right in the middle of that right now. But we are seeing a little bit more alpha that we feel like we can pick up with really not taking any more risk on the investment grade profile side. So we'd like to find some more names and add more to that particular bucket.

Thanks.

Thank you. Thanks, Lynette.

Thank you. There are no further questions at this time. I would like to turn the floor back over to Mark Manheimer for any closing comments.

Yeah, thanks everyone. You know, we look forward to discussing our progress in the future, hopefully in person. All right, take care.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation. Have a wonderful week.