NetSTREIT Corp.

Greetings and welcome to the NetStreetCorp second quarter 2024 earnings call. At this time, all participants are in the 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 and thank you. You may begin.

Thank you for joining us for NetStreet's second quarter 2024 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 uncertainties 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, 2023, and our other SEC 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 of our non-GAAP measures, reconciliations to the most comparable GAAP measure, 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, Dan Donlan. They will make some prepared remarks, and then we will open the call for your questions. Now I'll turn the call over to Mark. Mark?

Thank you, Amy, and thank you all for joining us this morning on our second quarter 2024 earnings call. We had a steady second quarter completing over $116 million of gross investment activity at a blended cash yield of 7.5%. A larger portion of our acquisitions this quarter were sale-leaseback transactions, as we have seen more attractive risk-adjusted returns from our opportunity set in that area. Due to the difference in sourcing channels this quarter, our acquisitions had an attractive rent growth profile with longer lease terms at 16.7 years, average remaining lease term. We have a new top 10 tenant this quarter after two property additions with Lifetime Fitness, a premier health club provider whose operations have proven resilient in the current economic climate due to the chain's focus on the more affluent customer. This direct sale lease pack was part of a larger package which allowed us to select the two best assets from the group, at highly attractive price points. One of the assets is a former United States Tennis Association location in the northern suburbs of Atlanta, which has been expanded and upgraded by Lifetime over the past few years. The other asset is another infill location in Austin, Texas, which consistently performs as one of the top five most profitable locations in the Lifetime chain. While we have seen a number of sale leaseback opportunities with Lifetime over the past few years, This was the first opportunity that gave us access to some of their most attractive real estate at accretive cap rates and an appropriate basis. We may selectively add to this tenant concentration if we can continue to acquire top performing assets at favorable pricing with a reasonable basis. On the development front, we commenced rent on six projects totaling $12 million. Our current development pipeline consists of 12 projects with a total estimated cost of $39.6 million which includes estimated remaining funding of $12 million. Moving on to dispositions, we continue to execute on strategic asset sales to recycle capital into investments with longer leases and better rent escalations, and decreasing our exposure to certain tenants. We completed six dispositions in the quarter for total proceeds of $13 million at a blended cash yield of 6.8%. At quarter end, our portfolio consisted of 649 investments with an ABR of $148 million. Our 90 tenants operate in 26 industries across 45 states, with 83% of our portfolio leased to investment-grade or investment-grade profile tenants. Our weighted average lease term remaining on the portfolio is 9.5 years, with less than 4% of leases expiring through 2026. As we look to further improve the diversity of our portfolio, we will continue to explore all acquisition sourcing channels where we can get the best risk-adjusted returns, including sale-ease-back opportunities, that give us access to well-located real estate where the tenant generates significant cash flows at a very high rent coverage. While having a large number of publicly traded companies in our portfolio has created headline noise for us most recently, we believe the economic impact to our cash flow generation should be negligible over the long term. As a reminder, we do not only rely on corporate credit of our tenants, but also the unit-level performance of our assets and the quality of our real estate collateral. The two most topical tenants in the news have been Walgreens and Big Lots. As it relates to Walgreens, we have just one lease expiring before 2029, and it is a high performing asset with de minimis renewal risk. As mentioned in the past, we maintain an ongoing and constructive dialogue with Walgreens, which allows us to proactively asset manage our stores in real time. That said, we continue to believe we own some of the better performing stores, which should limit our downside risk. With regard to Big Lots, they recently announced the closure of more than 10% of their stores, We have one location on that list, and based on our assessment of the market, we are confident in our ability to re-tenant the location with potential upside in rent. The remainder of our Big Lot stores generate better than average foot traffic with rents that we believe are at or below market with attractive real estate fundamentals. As we look out to the remaining half of the year, we are focused on further enhancing our portfolio's diversification with tenants that have strong management teams and operate in defensive industries. Before I hand the call over to Dan, I want to discuss the fraud incident that occurred during the quarter. The company was the victim of a criminal scheme involving a business email compromise of an employee that led to two fraudulent transfers totaling $3.3 million to a third party impersonating one of our development partners. The result was a $2.8 million loss net of insurance recoveries. When we learned of the issue, we took immediate action, including blocking access to the compromised account and launching a review with the assistance of third party experts. Our investigation has determined this isolated event poses no further threat to the company or its partners, and we believe we have taken the appropriate steps to prevent this from occurring again. With that, I'll hand the call to Dan to go over a second quarter financials and then open up the call for your questions.

Thank you, Mark. Looking at our second quarter earnings, we reported a net loss of $2.3 million, or $0.03 per diluted share. Core FFO for the second quarter was $23.4 million, or $0.31 per diluted share. and AFFO was $23.8 million, or 32 cents per diluted share, which was an over 6% increase versus last year. Turning to the expense front, total recurring G&A declined 8% year-over-year to $4.6 million, while recurring cash G&A declined 13% year-over-year to $3.3 million. In addition, with our total recurring G&A representing 12% of total revenues in the quarter versus 16% of total revenues in the prior year quarter, our G&A continues to steadily rationalize relative to our revenue base. Turning to the balance sheet, our total adjusted net debt, which includes the impact of all forward equity as of quarter end, was $464 million. Our weighted average debt maturity is 3.6 years, and our weighted average interest rate is 4.43%. Including extension options, which can be exercised at our discretion, we have no debt maturing until January 2027. During the quarter, we sold 1.6 million shares, all on a forward basis, from our ATM program for a net equity value of $29 million. At quarter end, our liquidity was $569 million, which consisted of $14 million of cash on hand, $302 million available on a revolving credit facility, and $254 million of unsettled forward equity. Turning to leverage, our adjusted net debt to annualized adjusted EBITDA RE was 3.4 times at quarter end, which remains well below our targeted leverage range of 4.5 to 5.5 times. Moving on to guidance. We are maintaining our 2024 AFO per share guidance of $1.25 to $1.28. We also continue to expect cash G&A to range between $13.5 and $14.5 million, which is exclusive transaction costs and one-time severance payments. Lastly, on July 23rd, the Board declared a quarterly cash dividend of $0.21 per share, which represents a 2.4% increase from the prior quarter. The dividend will be payable on September 13th to shareholders of record as of September 3rd. Based on the dividend amount, our AFFO payout ratio for the second quarter was 66%. With that, operator, we will now open the line for questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate 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. The first question is from Wes Colliday with BED. Please proceed with your question.

Hey, good morning, guys. Can you talk about what categories are in the acquisition pipeline and the hill for sale assets?

Yeah, sure. So, you know, it's a pretty big mix of different types of transactions that we're looking at. There are some sale effects, some, you know, still some, you know, we're finishing up some more developments. So we have a handful of dollar stores left to close. But quick service restaurants, you know, tractor and supply kind of, you know, pretty typical from what you've seen in the past.

Okay. And then when you go back to the Big Lots comment, you mentioned potential upside in rent. I know you have a low rent overall for the big lots. Can you talk about where the rent is for the asset that was, I guess, closed? And are you looking for term income and any capex needed?

Yeah, sure. So the rent on that location is $5.29 a foot. So pretty low rent, pretty attractive, you know, real estate. And, you know, it has not closed yet. They just, you know, they came out with a closure list indicating 149 stores that will close tomorrow. That is on that list, so they are likely to start some going out of business sales, et cetera, so that's going to take a little bit of time. And then we would just look to re-tenant the asset in the event that we take it back if they file bankruptcy at some point in time. But there's still seven years of lease term on there, so if they were to reject the lease, we would get a lease termination payment, and then we would look to re-tenant the asset. But we've already... been out in the market talking to some tenants as well as a broker that's pretty familiar with the location, and there's already some interest in that location.

Okay, and then Stop and Shop has been in the news. How do you feel about your exposure there, and are there any other tenants on your watch list?

Yeah, sure. So, yeah, Stop and Shop, you know, we've got two locations, which is a little bit less than 2% of revenues. I think they announced 32 closures that they're going to be going through. None of ours are affected by that, and we don't really see any risk to our locations. We have one in Beekman, New York, that is currently getting extended, and they're taking their five-year option. And then one in Summer, New York, as well. That's one of their top-performing assets that has some term on it. So really don't see any risk associated with that tenant. And then, of course, Big Lots, we certainly are paying attention to what's going on with them.

Okay, thanks. I'll hop back in the queue.

Thanks, Wes. Thank you. The next question is from Smides Rose with Citi. Please proceed with your question.

Hi, thank you. I just wanted to ask you a little bit just about overall acquisition activity, because I guess at least relative to our expectations, we were surprised to see that the pace of activity slowed kind of sequentially. And it seemed, I was just trying to square up some of your remarks in the first quarter where you kind of thought activity would be in line or ahead. And I'm just kind of wondering, you know, maybe what were some of the dynamics that you saw during the quarter that caused overall activity to slow? And just wondering if you could maybe provide an update on what you've seen or, you know, kind of your pipeline thus far in the third quarter.

Yeah, sure. And, you know, I think the pace has been pretty similar. I think maybe slowed down a little bit on the margins. But we've just been very selective in terms of what assets we're willing to take into the portfolio and just trying to be prudent with the capital that we've raised back in January. But I would expect us to have a similar pace that we did last year, this year, as we look out for the next 60, 90 days. Okay.

And then could you just maybe talk a little bit more about the lifetime savings? assets, I mean, obviously brought the overall investment grade profile of your investments down. Would you expect over time, you know, that that's going to move back into the low to mid 80% of your total investment activity?

Yeah, I mean, I think we're maybe a little bit less dogmatic about whether, you know, something's investment grade or not investment grade or investment grade profile. We're kind of looking at not only the corporate credit, you know, what industry that tenant's in, what headwinds or tailwinds that might be affecting that individual tenant or that industry, how profitable the locations are. And then, of course, in the event that we ever have to take a property back, like you're seeing with Big Lots, that we're going to be able to backfill that location and replace the rent. So it's kind of a lot of different factors that kind of go into what we're looking at buying. Right now, you know, we're seeing more on the sales spec side, which is going to be typically some investment grade profile, some sub-investment grade, occasionally an investment grade tenant. There's, you know, kind of a large transaction right out in the market right now that's with an investment grade tenant. And so, you know, I think it really had more to do with our sourcing channels where we were getting the best risk-adjusted returns last year, which was, you know, we did a lot of blend and extends two years ago, and then last year we were doing more on the development side. Those just happened to be more with investment grade tenants. And so, you know, from the time of our IPO, we came out and said, we're, you know, we'll use it as a guidepost for investors saying we'll be between 60 and 70%, you know, actual investment grade, which, you know, we've kind of kept to that. We kind of creeped over 70% there for a little while. But I think we're likely to stay somewhere around that range.

Okay. Thank you. Appreciate it.

Thank you. The next question is from Handel St. Just with Mizuho. Please proceed with your question.

Hi, good morning. This is Ravi Vega on the line for Undel. What's the bad debt reserve that's currently embedded in your guide right now? And why not raise the guide at this point, given that it seems that you're above base from an acquisition standpoint versus last year?

Hey, Ravi. Good question. On the credit loss, as we started the year, we said at the low end of guidance, we were modeling 100 basis points. And at the high end of guidance, we were modeling basically nothing. as we've gotten through six months, we're now modeling 50 basis points at the low end and essentially nothing at the high end. As far as the decision not to raise guidance, with five months left in the year, we were comfortable leaving the midpoint at 126.5, namely because with almost 15 million shares unsettled through our forward sale agreements, the dilution associated with those depending upon our stock price can have a meaningful impact on the share count and therefore our earnings per share. So we just wanted to see a couple more months of trading as well as a couple more months of activity before revisiting our guidance in October.

Got it. That's helpful. Just one more here. Would you say that your acquisition strategy has shifted? Is there now more of a focus on experiential real estate rather than in the dollar stores and pharmacies that currently make up a large part of the portfolio.

Now, I wouldn't say that our strategy has really shifted at all. In fact, we looked at a number of lifetime fitness sale expects over the past, call it three or four years. Those traded, one traded at a 5.9 and the other traded in the 6s. So we just felt like the pricing was a little bit more aggressive and the assets didn't perform quite as well as the the assets that we're able to get here. So this was just a unique opportunity, I think, to grow with a tenant that we think is, you know, a very strong tenant with, you know, very high quality real estate. And yeah, I mean, the Austin location, you know, consistently generates top five cash flows across their entire chain. And then the Atlanta asset is somewhat unique in that it's, you know, just, you know, in the Peachtree corner suburb, just north of Atlanta, We acquired that for about $800,000 an acre. And it is zones that you could convert it to residential. So even if we ever took that asset back, we would actually make money on that asset. So somewhat unique characteristics about that transaction. But we are always looking at the quality of the real estate, the unit level performance, as well as the corporate credit, and felt like that fits very well within our portfolio. We were just priced out on the last several transactions with Lifetime in the past.

That's helpful. Thank you.

Thank you. The next question comes from Greg McInnes with Scotiabank. Please go ahead.

Hi. Good morning. What do you think has changed at lifetime or on the demand side for those assets that the boxes are now pricing at an attractive basis for you? And are there other non-IG operators that you're now looking to pursue? So it might see a historical bias towards investment grade or equivalent acquisitions start to shift?

Yes, I mean, I would say what has changed with Lifetime is really just what has changed across the entire market. You know, obviously interest rates have an impact there, but there's just, you know, such little competition there. out in the market versus where we were two, three years ago, where there was private equity, there was a lot of 1031 buyers, some large family offices that could write really big checks. Most of those are completely sidelined. So you have a handful of public rates that are still active, but I think that is really the demand side has kind of fallen off with not as many buyers on the competition side. So I think that's really what's driving the situation with Lifetime. Yeah. I mean, I think we're always looking for new tenants. We're open to sale-leaseback opportunities. We're open to really every different channel that we acquire assets through. And right now, it does seem to be that the sale-leaseback channel is a little bit more attractive, where we're getting very high-quality real estate at a very low basis with high rent coverage with tenants that are growing that we think have blue skies ahead of them. So Certainly looking at a number of those types of opportunities, but then we're also looking at a lot of grocery store transactions and other investment-grade type tenants that you've seen us acquire in the past.

Okay, and on those lifetimes, are you getting P&Ls on those, and can you disclose the rent coverage?

We do get unit-level coverage. I'll just say that they are very high.

Okay, thanks. And one more just on the balance sheet. So given the increasing expectations, we'll see, hopefully, that debt costs are coming down with rate cuts, how are you thinking about the $150 million accordion remaining on the term loan versus just issuing a new loan? And if you were to tap the accordion, do you plan on swapping that?

Yeah. Hey, Greg, you know, we would look at doing both. It kind of just depends on, you know, where bank demand is. You know, the five-year swap rate today is around, you know, 380 basis points. Our spread over that swap rate is about 125 basis points. So, you know, all in, you're looking at, you know, very low 5%. I think, you know, I don't think we're looking at doing anything, though, on that front until we get out to 2025. You know, our credit facility comes due in August of 2026, and typically you start to look to recast that and look at the rest of your term loan debt at the same time. So that's probably an early 2025 event. So it's a little too early to say what we may or may not do. But our preference certainly is to continue to push out our debt maturities, you know, throughout the course of the next few years.

Okay. Thank you.

Thank you. The next question comes from Operana with KeyBank Capital Markets. Please go ahead.

Great. Thank you for taking my question. I'm assuming you have largely completed 3Q investment pipeline and want to get your sense of where cap rates and volumes are trending so far. And are you seeing any early indication of where cap rates could shake out for your 4Q pipeline?

Yeah, always difficult for us to project too far out. But yeah, I mean, I think third quarter likely to see Cap rates, I think they've really flattened out. So you saw us, you know, post a similar cap rate second quarter as we did first quarter. We don't think they're necessarily going up here in the short term, but, you know, these things can certainly change, you know, pretty quickly.

Okay, got it. Thank you. And then, you know, could you provide some color on the current in-place rents on the 27 Walgreens they have and where you think the market is as for those properties?

Yeah, so we're about $21 a foot on average, and I think, you know, they're all a little bit different, but I think we're, you know, probably slightly above market.

Okay. Got it. Thank you.

Thank you. The next question is from the line of Joshua Denaline with Bank of America. Please go ahead.

Hi. Good morning. This is Farrell Granath on behalf of Josh. I just wanted to ask, I guess in terms of the spread that you're seeing between IG and non-IG, I was curious if you could comment on that and if you're seeing any shift at all in terms of cap rates and pricing.

Yeah, that's a really good question. So historically what we've seen in the difference between non-investment grade versus investment grade in what we've acquired, it's really only been a 40 or 50 basis point, so pretty tight. But what we're currently seeing, and of course there's a lot of factors that influence cap rates, not just whether it's investment grade or not, but we're seeing that a little bit wider than what we saw over the past four years.

Great. And I guess also just kind of thinking bigger picture, given the consumer being under pressure, are you seeing this specifically impact the stores in your portfolio? And are you receiving financials for a certain percentage of your portfolio? that you've been monitoring?

Yeah, no, that's a great question. So that's really where you're seeing, you know, any level of distress is the lower income consumer combined with anything that's, you know, discretionary. So where people are getting squeezed with inflation, they're kind of looking at their, you know, their monthly budget and saying, to make this work, I can't spend money on the discretionary items. I'm going to have to, you know, obviously, you have to buy what you need. So And that's really big loss. Their consumer is kind of the mid to lower income consumer. A lot of what they sell is discretionary. So you've seen them really struggle since inflation started really kicking in. And that's really the big driver with Walgreens is that their consumer is looking around the store and saying, I don't need to buy a lot of what you have here. And they're pushing back on pricing. And so you've seen the margins as it relates to Walgreens shrink from 23%. which was pretty steady for a long period of time, down to 18%. And that's heavily inflation-driven with a lower-income consumer.

Okay. Thank you so much.

Thank you. We have a follow-up question. Sorry. The next question comes from Keebin Kim with Truist Securities. Please go ahead.

Thank you. Good morning. On the lifetime assets, can you just talk about the average age of those assets?

Yeah, I mean, they're fairly new. The one in Atlanta is kind of getting redone. It used to be the United States Tennis Association location, so that's gotten a pretty big makeover, so it's essentially a pretty new building, and then Austin is only a few years old.

Okay, great. And on your cost of capital, I mean, obviously you guys have a great balance sheet and an excellent position, but your equity price isn't quite you know, efficiently priced. How should we think about this going forward? I know you have some runway to continue to buy, but thereafter, how do you think about funding your next round of deals?

Yeah. Hey, Keeben, you know, with our leverage at 3.4 times, you know, we can execute on our plan for the rest of the year and still in the year at or below the low end of our targeted range of four and a half to five and a half times. So we do have plenty of runway, as you know, but, you know, right now we can achieve spreads just slightly north of 100 basis points, which means we can probably grow, you know, earnings year over year somewhere around 2% to 3%. I don't think we're in a rush to raise equity, but we're confident that, you know, as we continue to execute our plan that, you know, our cost equity will start to improve, particularly relative to the peer group, given the embedded cash flows that we have and the strength of our portfolio. But for now, we're being very, very judicious with how we manage our equity capital. Okay. Thank you, guys. Thank you, man.

Thank you. The next question is a follow-up question from Wes Calde with BED. Please proceed with your question.

Thanks for taking the follow-up. If we were to look at your Walgreens exposure, 5.9% of AVR, how much do you think is at risk of closing, just being dark and pained? And then how much term would you have on those leases? And do you have an estimate of what I guess the net value at risk of those Walgreens would be?

Yeah, I mean, it's always tough to predict what they're going to do. They definitely have mentioned they're taking a look at a large swath of their properties and they're going to try to turn them around. I think it's prudent for them to do portfolio reviews. I think, quite honestly, it's a little bit overdue. But, yeah, I mean, we're in constant conversations with Walgreens, and, you know, they give us pretty good insight as to what they're thinking as it relates to their source, you know, if they're generating positive cash flow and if they're, you know, locations that they're committed to long-term. A large number of the transactions that we did with Walgreens, if you recall, were blend and extend opportunities, so where we, you know, would go out and buy a short-term lease and get it extended before we closed, so showing that they are committed to the locations long-term. Obviously, things have gotten a little bit worse for them, as we just discussed their margins. So I think that list is probably grown. And with their new CEO, I think looking at a larger portion of the source, which I think is fair. But that being said, we've got nine years' weighted average lease term and locations that generally do pretty well. And we know the location that's coming up in 2028. is one of the better performers in the chain and not, you know, not something that they're considering. So, yeah, I mean, I think, you know, it could be ratable, you know, over time where we could take, you know, a store or two, you know, over the past, over the next, you know, six or seven years, but it's just not going to have a meaningful impact on earnings.

Okay, thanks for that. And then just one last one on the fraud issue. Is this the last we're going to hear of it? Is there anything changing on the internal controls or is it just a one-time event and when we get to third quarter, everything will be just in the rear view?

Yeah, that's exactly correct. You know, we immediately rectified the situation. reiterated the importance of following our existing processes and how not to deviate from the preset procedures. Secondly, we enhance our procure-to-pay procedures by adding certain redundancies to the process. And lastly, this was company-wide, we stressed the importance of remaining vigilant and skeptical potential fraud in the workplace. So we would 100% tell you that we believe this is a one-time event and we've done everything we can to prevent it from occurring in the future in our view. Okay. Thanks, everyone.

Thank you. Before we take the next question, a reminder to all participants that you may press star 1 to ask a question. The next question comes from Greg McInnes with Scotiabank. Please proceed with your question.

Hello again. Given the two lifetimes at around $70 million, I guess we were somewhat surprised by overall acquisition volume this quarter. Were there deals that fell through or pushed out? And what gives you the confidence transaction volume going forward will be in line with what we've seen historically absent these larger deals? Or are there other higher ticket assets you're pursuing?

Yeah. And to be clear, it wasn't $70 million. It was less than that. But yeah, I mean, it's pretty normal for us to have quarters where we do a lot of onesies, twosies, small portfolios. And then we've had, you know, portfolios larger than that where we, you know, we did some selling specs with 7-Eleven in the past, you know, up to a little bit more than $70 million. So we're just kind of looking at what's our opportunity set, what can we close in the quarter, and then we try to chop off the, you know, the least efficiently priced assets and get the best risk-adjusted returns we can. And we kind of have an idea of where we sit at all times during the quarter. So, you know, we're very comfortable that we can continue the same pace that we have for the past four years.

Okay, thank you.

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

Thanks, everybody, for joining us today. I hope you have a great rest of your summer, and we look forward to speaking again in the future.

Thank you. This concludes today's teleconference. You may now disconnect your lines at this time. Thank you for your participation.