P R O F O U N D
2018 ANNUAL REPORT COVER: TOROWEAP OVERLOOK ON THE NORTH RIM OF THE GRAND CANYON, AZ
INSIDE COVER: PLATEAU VIEW OF THE WINDING COLORADO RIVER NEAR PAGE, AZ
A river cuts through rock, not because of its POWER, but because of its PERSISTENCE. 5 | SHAREHOLDER’S LET TER
18 | HISTORICAL FINANCIAL HIGHLIGHTS
INSIDE BACK COVER OUR OFFICERS AND DIRECTORS
SHAR EH O LD ER I N FO R M AT I O N
TRIPLE NET LEASE
TOTAL SHAREHOLDER RETURN COMPARISON
(NNN = $48.51 at December 31, 2018)
NATIONAL RETAIL PROPERTIES
17.7%
11.3%
14.8%
16.9%
13.2%
14.1%
12.8%
1 YEAR
3 YEARS
5 YEARS
10 YEARS 15 YEARS 20 YEARS 25 YEARS
Indices
* NAREIT Equity REIT Index (FNERTR)
* Morgan Stanley REIT Index (RMS G)
S&P 500 Index (SPX)
Nasdaq (CCMP)
* NNN is a member of this index Source: Bloomberg
-4.0%
-4.6%
-4.4%
-2.8%
4.2%
2.9%
9.2%
11.2%
8.3%
7.8%
8.5%
11.1%
12.5%
12.2%
13.1%
16.9%
8.5%
8.2%
7.8%
9.6%
9.9%
9.6%
5.6%
6.7%
9.9%
n/a
9.1%
9.9%
VALUE OF $1,000 INVESTMENT
(As of December 31, 2018)
NATIONAL RETAIL PROPERTIES
$ 1,177
$ 1,378
$ 1,990
$ 4,762
$ 6,405
$ 13,865
$ 20,356
1 YEAR
3 YEARS
5 YEARS
10 YEARS 15 YEARS 20 YEARS 25 YEARS
Indices
* NAREIT Equity REIT Index
* Morgan Stanley REIT Index (RMS G)
S&P 500 Index (SPX)
Nasdaq (CCMP)
* NNN is a member of this index
$
$
$
$
960
955
956
972
$ 1,133
$ 1,491
$ 3,253
$ 3,404
$ 6,654
$ 10,615
$ 1,089
$ 1,455
$ 3,153
$ 3,257
$ 6,301
n/a
$ 1,304
$ 1,502
$ 3,425
$ 3,068
$ 2,979
$ 8,743
$
1,374
$ 1,690
$ 4,746
$ 3,934
$ 3,658
$ 10,495
2
A net lease requires the tenant to directly pay many of the costs associated with a property. Our properties are typically leased on a TRIPLE NET LEASE basis, meaning the tenant pays for the real estate TAXES, MAINTENANCE, INSURANCE and utilities at the property level. We believe strongly that triple net leases provide increased stability to our rental revenue over the long term; we are insulated against increases in these property operating costs and our rental income goes directly to the bottom line. The real estate industry moniker for triple net leases is “NNN,” which is the basis for our New York Stock Exchange ticker symbol. 3NATIONAL RETAIL PROPERTIES 4NATIONAL RETAIL PROPERTIES MY FELLOW SHAREHOLDERS
I am pleased to report that your investment in National Retail Properties once again
delivered above-average returns while taking below-average risk.
Our commitment to consistent per share growth on a multi-year basis produced an annual
dividend increase of 4.8% and annual Core FFO per share growth of 5.2% over 2017
results, all while maintaining our low-leverage, conservatively financed balance sheet.
We increased our annual dividend for the 29th consecutive year in 2018, a feat matched
by only two other REITs and by fewer than 90 U.S. public companies.
Even more impressively, our multi-year track record of consistent performance delivered
total shareholder returns that beat the REIT averages and most major equity indices over
the past 1-, 3-, 5-, 10-, 15-, 20- and 25-year periods, respectively.
Throughout this annual report, we will highlight specific details of our 2018 results.
Rather than reiterate those outcomes in this letter, I want to highlight a few strengths
of our business and culture that position us very well for the years ahead.
$4.3B
INVESTED IN RELATIONSHIP TENANTS SINCE 2010
29 Consecutive Annual Dividend Increases
Third longest run of all public REITS and longer than 99% of all public companies
‘90
‘91
‘92
‘93
‘94
‘95
‘96
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‘98
‘99
‘00
‘01
‘02
‘03
‘04
‘05
‘06
‘07
‘08
‘09
‘10
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‘13
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5
$2.00 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.90 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.80 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.70 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.60 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.50 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.40 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.30 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.20 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.10 _________________________________________________________________________________________________________________________________________________________________________________________________________ $1.00 _________________________________________________________________________________________________________________________________________________________________________________________________________ OUR PEOPLE
The team of 67 associates who come to work every day at National
Retail Properties are some of the best in the business. A real
competitive advantage for our company is the deep experience and
long tenure of our associates. Our senior executive team averages
over 18 years with the company, as does the next level of department
heads and senior managers. Over half of our associates have been with
the company for 10 years or longer, and over 70% have been with
the company for at least five years. We foster a culture of teamwork
and collaboration that emphasizes respect, recognition, professional
development, diversity of thought, and support for our community.
Our associates are true retail real estate experts, and to encourage
continued learning and development we provide hundreds of hours of
in-person and online training opportunities that touch on all aspects
of our business. This commitment to our people results in deeper
relationships with our tenants, more efficient execution of our business
plan and invaluable “institutional memory.” I am constantly amazed
and inspired by the “Yes I Can” attitude of our associates.
OUR RETAIL REAL ESTATE
National Retail Properties focuses solely on single tenant retail
properties. We are retail real estate experts and we have not deviated
from that core competency. The universe of available freestanding
retail properties is vast, allowing us to be very selective in our
underwriting. Our properties are typically small box buildings located
at signalized intersections or along high traffic roads, with good
access, signage and visibility and close proximity to homes and
workplaces. The compelling real estate attributes of our properties and
their flexibility for alternative uses are two of the major drivers of our
consistently high occupancy rate. Our well-located and conveniently
accessible properties retain enduring value, even as retailing continues
its constant evolution.
Conservative Balance Sheet
Management
(As of December 31, 2018 – based on total gross book assets)
Common Equity
57.4% | $4,546.3 Million
Unsecured Debt
34.4% | $2,724.4 Million
Preferred Equity
8.0% | $632.5 Million
Not Shown: $12.4 Million
Secured Debt (0.2%)
Top Lines of Trade
(As a percentage of annualized base rent
as of December 31, 2018)
Convenience Stores | 18.0%
Restaurants - Full Service | 11.4%
Restaurants - Limited Service | 8.9%
Automotive Service | 8.6%
Family Entertainment Centers | 7.1%
Health & Fitness | 5.6%
Theaters | 5.0%
Automotive Parts | 3.4%
RV Dealers & Parts | 3.4%
Wholesale Clubs | 2.3%
(Remaining 27 categories make up 26.3%)
6
7NATIONAL RETAIL PROPERTIES 8NATIONAL RETAIL PROPERTIES 3.0
2.5
2.0
1.5
1.0
100%
95%
90%
85%
CORE FFO Per Share Growth
Compounded Annual Growth Rate of 6.5%
$2.08
$1.93
$2.65
$2.52
$2.35
$2.22
2013
2014
2015
2016
2017
2018
TOP TENANTS AVERAGE APPROXIMATELY STORES EACH
25
1,100
NNN's Strategy Results in Higher Occupancy, Less Volatility
NNN
REIT Industry (Excluding Hotels & Healthcare)
98.3%
98.2%
98.3%
97.0%
97.4%
96.7%
96.4%
97.4%
96.9%
97.9%
98.2%
98.6%
99.1%
99.0%
99.1%
98.2%
NNN 97.9%
Average
93.5%
93.5%
93.0%
92.1%
92.8%
92.0%
92.7%
92.5%
92.0%
93.3%
93.5%
93.7%*
90.5%
90.1%
90.8%
90.7%
2003
2004
2005
2006
2007
2008
2009
2011
2010
Source: SNL Financial
2012
2013
2014
2015
2017
2016
* REIT Industry Average as of Q3 2018
2018
9
OUR TENANT RELATIONSHIPS
One of the strategic moats around our business is our focus on building and maintaining
deep relationships with our portfolio of large regional and national tenants. In 2018,
we did business with 31 relationship tenants. Over the past three years we have done
business with 61 relationship tenants, investing over $1.75B, and with those tenants, we
develop a comprehensive win-win culture. To our tenants, a recurring relationship with
National Retail Properties means reliability, certainty, and creative problem solving, as
well as all the benefits that come from having a professional landlord that is a long-term
holder, with no property level debt or joint ventures. These tenant relationships take
years to build, and involve tremendous effort across our entire company. But it is worth
it. When we acquire properties directly from our relationship tenants, we typically get
the tenant’s better properties, at better-than-market yields, with a lease document that
is tailored to our standards, all of which supports our high occupancy and high lease
renewal statistics.
OUR STABLE INCOME STREAM
Our portfolio of 2,969 single tenant retail properties leased to strong regional and national
tenants remains very healthy, at an occupancy rate of over 98%. The highly stable cash
flow from our long-term triple net leases of single tenant retail properties is far superior,
in our opinion, to the more variable cash flows from other property types in commercial
real estate. Our tenants are primarily engaged in businesses focused on customer services,
MARY MORRISON
Senior Vice President,
Financial Reporting and Operations
Joined NNN in 1997
“One of the strengths of NNN has been
a consistent conservative balance sheet
philosophy that maximizes flexibility.
We had $0 outstanding on our line
of credit at December 31, 2018, and
maintain below-average leverage and
strong liquidity, providing significant
flexibility in accessing capital markets.”
Lease Expirations (As a percentage of annualized base rent as of December 31, 2018)
Weighted average remaining lease term is 11.5 years
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
THEREAFTER
10
60% _________________________________________________________________________________________________________________________________________________________________________________________________________ 50% _________________________________________________________________________________________________________________________________________________________________________________________________________ 40% _________________________________________________________________________________________________________________________________________________________________________________________________________ 30% _________________________________________________________________________________________________________________________________________________________________________________________________________ 20% _________________________________________________________________________________________________________________________________________________________________________________________________________ 10% _________________________________________________________________________________________________________________________________________________________________________________________________________ 0% 11NATIONAL RETAIL PROPERTIES 12NATIONAL RETAIL PROPERTIES customer experiences and e-commerce resistant consumer necessities. Our portfolio has
little exposure to apparel or other retail concepts that are struggling with competition
from Amazon or other e-commerce disruptors. And retailers do not like to relocate their
stores. Historically, at the end of the lease term, around 80 to 85% of the time the tenant
will renew its lease generally at its then-current rent, all without any investment by the
landlord for tenant improvement or lease incentive payments. This high rate of renewal
without any additional payment by the landlord is typically unheard of in other areas of
commercial real estate.
OUR FORTRESS-LIKE BALANCE SHEET
Well before it was fashionable, we operated with a very conservative balance sheet
philosophy. Our debt level remains low, our interest coverage and fixed charge ratios
remain high and our investment grade rating of BBB+/Baa1 allows us to access low cost
capital when the market makes it available. When our stock traded higher in the second
half of 2018, we took the opportunity to raise well-priced equity and store more dry
powder for future investments. During the year we also issued our first 30-year bonds
at an impressive interest rate of 4.8%. Notably, we are one of very few REITs to have ever
issued 30-year unsecured debt. The proceeds of that offering were used to redeem more
expensive debt that was coming due in 2021. Thus, we further de-risked the balance
sheet by extending our average maturities while also lowering our overall weighted
SUSAN VEGA
Investor Relations Representative
Joined NNN in 2010
“Increasing our annual dividend for
29 consecutive years and having a
25-year average annual total return
of 12.8% have been the result of
consistently operating with a multi-year
approach while having the ability to
adapt as needed to any potential capital
market and retail operator challenges.”
5-YEAR AVERAGE ANNUAL DIVIDEND GROWTH RATE OF
4.0%
Nationwide Reach
(As a percentage of annualized base rent as of December 31, 2018)
West | 4.2%
Rocky Mountain | 5.7%
Midwest | 25.7%
South | 22.4%
Southeast | 26.7%
Northeast | 15.3%
13
average cost of debt. And it is also worth noting that we have achieved our enviable
results without relying on short-term and/or floating rate debt – we have appropriately
financed long-term leased assets with long-term capital. Although our balance sheet has
been strong and flexible for many years, in my opinion it has NEVER been stronger. As we
look ahead to a future where many are predicting higher interest rates or a volatile capital
market environment, we see very few companies that are better positioned than National
Retail Properties to be able to continue to access capital and deliver per share growth to
shareholders on a multi-year basis.
OUR CONSISTENC Y
No word better describes National Retail Properties than “consistent.” Consistent
investment focus on single tenant retail properties. Consistency of people and culture.
Consistently increasing the annual dividend for 29 consecutive years. Consistent
conservative balance sheet philosophy that maintains flexibility and dry powder.
Consistently delivering mid-single digits per share growth on a multi-year basis.
The disciplined execution of our business plan on a steady, recurring – consistent –
multi-year basis has rewarded our shareholders with total returns that exceed the
REIT industry averages. We are not slow, but we are certainly steady…and steady
wins the race.
JON ADAMO
Senior Vice President, Acquisitions
Joined NNN in 2003
“Our consistent focus on developing and
maintaining long-term relationships with
growing retail operators has allowed us
to offer more than just the lowest cap rate
as our value proposition. This strategy
has served us well in sourcing off-market
opportunities, as evidenced in our results:
over 80% of our dollars invested in 2018
were with a diversified pool of over
30 relationship tenants operating in
16 different lines of trade.”
Well-Laddered Debt Maturities
(As of December 31, 2018; percentages shown are stated interest rates)
NNN’s low leverage balance sheet strategy is enhanced by its well-laddered debt maturity.
3.3%
3.9%
3.6%
3.8%
4.0%
3.5%
4.3%
4.8%
5.2%
2019
5.2%
2020
5.2%
2021
14
2022
2023
2024
2025
2026
2027
2028
2048
$ 450M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 400M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 350M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 300M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 250M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 200M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 150M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 100M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 50M _________________________________________________________________________________________________________________________________________________________________________________________________________$ 0M 15NATIONAL RETAIL PROPERTIES Small disciplines repeated with CONSISTENCY every day lead to GREAT ACHIEVEMENTS gained slowly over time.16NATIONAL RETAIL PROPERTIES 2019 WILL ONCE AGAIN REFLEC T THESE STRENGTHS
Although many predict 2019 will be a year of increasing volatility and dramatic market
shifts, and perhaps slower corporate earnings growth, we will continue to consistently
execute our business strategy. Coupled with our safe and growing dividend, our business
model positions us to continue producing a total shareholder return that we believe will
exceed the REIT equity averages over the long-term.
On behalf of the board of directors and all the associates at National Retail Properties,
thank you for your investment, your trust and your continued support.
Best regards,
Julian E. (Jay) Whitehurst
President and Chief Executive Officer
JAY WHITEHURST
President and
Chief Executive Officer
12.8% PER YEAR AVERAGE ANNUAL
TOTAL RETURN OVER THE PAST 25 YEARS
Portfolio Growth
(Number of properties owned as of December 31 for each respective year)
2,969
2,764
2,535
2,257
2,054
1,860
1,622
1,422
1,212
1,034
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
17
3,250 _________________________________________________________________________________________________________________________________________________________________________________________________________ 3,000 _________________________________________________________________________________________________________________________________________________________________________________________________________ 2,750 _________________________________________________________________________________________________________________________________________________________________________________________________________ 2,500 _________________________________________________________________________________________________________________________________________________________________________________________________________ 2,250 _________________________________________________________________________________________________________________________________________________________________________________________________________ 2,000 _________________________________________________________________________________________________________________________________________________________________________________________________________ 1,750 _________________________________________________________________________________________________________________________________________________________________________________________________________ 1,500 _________________________________________________________________________________________________________________________________________________________________________________________________________ 1,250 _________________________________________________________________________________________________________________________________________________________________________________________________________ 1,000 _________________________________________________________________________________________________________________________________________________________________________________________________________ 750 191,046
191,170
190,601
4,915,551
1,729,891
3,082,515
204,157
19,047
16,387
—
1.24
1.24
1.65
1.656250
1.425000
—
HISTORIC AL FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)
GROSS REVENUES(1)
$
624,471
$
585,255
$
533,817
$
483,025
$
435,278
2018
2017
2016
2015
2014
EARNINGS FROM CONTINUING OPERATIONS (2)
NET EARNINGS
NET EARNINGS ATTRIBUTABLE TO NNN
TOTAL ASSETS
TOTAL DEBT
292,485
292,485
292,447
265,371
265,371
264,973
239,506
239,506
239,500
197,961
197,961
197,836
7,103,438
6,560,534
6,334,151
5,460,044
2,851,395
2,580,207
2,311,689
3,916,799
1,975,944
3,342,134
TOTAL STOCKHOLDERS’ EQUITY OF NNN
4,154,250
3,840,593
CASH DIVIDENDS DECLARED TO:
Common stockholders
Series D preferred stockholders
Series E preferred stockholders
Series F preferred stockholders
WEIGHTED AVERAGE COMMON SHARES:
303,164
—
16,387
17,940
277,120
3,598
16,387
17,940
257,007
228,699
19,047
16,387
3,189
19,047
16,387
—
Basic
Diluted
155,744,601
149,111,188
144,176,224
133,998,674
124,257,558
156,295,619
149,432,641
144,660,633
134,489,416
124,710,226
PER SHARE INFORMATION:
Earnings from continuing operations and net earnings:
$
1.65
$
1.45
$
1.39
$
1.21
$
Basic
Diluted
Cash dividends declared per share to:
Common stockholders
Series D preferred depositary stockholders
Series E preferred depositary stockholders
Series F preferred depositary stockholders
1.425000
1.300000
1.65
1.95
—
1.45
1.86
0.312847
1.425000
1.300000
1.38
1.78
1.656250
1.425000
0.231111
1.20
1.71
1.656250
1.425000
—
OTHER DATA:
Cash flows provided by (used in):
Operating activities
Investing activities
Financing activities
FUNDS FROM OPERATIONS – AVAILABLE TO
COMMON STOCKHOLDERS(3)
$
471,909
$
421,557
$
415,337
$
341,095
$
296,733
(609,371)
(625,557)
(779,943)
(644,544)
(541,558)
250,365
395,337
(89,176)
359,179
644,886
330,544
307,105
289,193
253,944
260,902
(1) Gross revenues include the aggregate of total revenue and interest and other income found on the Consolidated Statements of Income and Comprehensive Income.
(2) Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current period’s
presentation, primarily to change the presentation of gain on disposition of real estate on the Consolidated Statements of Income and Comprehensive Income. NNN has included gain on disposition
of real estate as a component of earnings from operations to present gain and losses on dispositions of properties in accordance with ASC 360-10-45-5. The change was made for the prior periods
as the Securities and Exchange Commission (the "Commission") has eliminated Rule 3-15(a) of Regulation S-X as part of Release No. 33-10532; 34-83875; IC-33203, which had required REITs to
present gain and losses on disposition of properties outside of continuing operations in the income statement.
(3) The National Association of Real Estate Investment Trusts (“NAREIT”) developed Funds from Operations (“FFO”) as a relative non-U.S. generally accepted accounting principles (“GAAP”) financial
measure of performance of a REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by NAREIT and is
used by NNN as follows: net earnings (computed in accordance with GAAP) plus depreciation and amortization of real estate assets, excluding gains (or losses) on the disposition of certain assets,
any impairment charges on a depreciable real estate asset and NNN’s share of these items from NNN’s unconsolidated partnerships and joint ventures.
18
19NATIONAL RETAIL PROPERTIES 20NATIONAL RETAIL PROPERTIES UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
Commission file number 001-11290
NATIONAL RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
56-1431377
(I.R.S. Employer Identification No.)
450 South Orange Avenue, Suite 900
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (407) 265-7348
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Common Stock, $0.01 par value
5.700% Series E Preferred Stock, $0.01 par value
5.200% Series F Preferred Stock, $0.01 par value
Name of exchange on which registered:
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-
T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-
K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, 2018 was $6,839,989,654.
The number of shares of common stock outstanding as of January 31, 2019 was 161,618,400.
.
DOCUMENTS INCORPORATED BY REFERENCE:
Registrant incorporates by reference into Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K portions of National Retail Properties, Inc.’s
definitive Proxy Statement for the 2019 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to
Regulation 14A. The definitive Proxy Statement will be filed with the Commission not later than 120 days after the end of the fiscal year covered by this Annual
Report on Form 10-K.
TABLE OF CONTENTS
PAGE
REFERENCE
Part I
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Properties
Legal Proceedings
Item 3.
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
1
6
15
15
15
15
16
19
21
38
39
67
67
68
69
69
69
69
69
70
75
76
PART I
Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant” or “NNN” or
the “Company” refer to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN may elect to treat
certain subsidiaries as taxable real estate investment trust subsidiaries, (“TRS”).
Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that
are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Also, when NNN uses any of the words
“anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, NNN is making forward-looking
statements. Although management believes that the expectations reflected in such forward-looking statements are based upon
present expectations and reasonable assumptions, NNN’s actual results could differ materially from those set forth in the
forward-looking statements. Certain factors that could cause actual results or events to differ materially from those NNN
anticipates or projects are described in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the
date of this Annual Report on Form 10-K or any document incorporated herein by reference. NNN undertakes no obligation
to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances
after the date of this Annual Report on Form 10-K.
Item 1. Business
The Company
NNN, a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. NNN's assets are
primarily real estate assets. NNN's consolidated financial statements are included in Item 8 of this Annual Report on Form
10-K.
Real Estate Assets
NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases
and are primarily held for investment ("Properties" or "Property Portfolio," or individually a "Property"). NNN owned 2,969
Properties with an aggregate gross leasable area of approximately 30,487,000 square feet, located in 48 states, with a
weighted average remaining lease term of 11.5 years as of December 31, 2018. Approximately 98 percent of the Properties
were leased as of December 31, 2018.
Competition
NNN generally competes with numerous other REITs, commercial developers, real estate limited partnerships and other
investors including but not limited to insurance companies, pension funds and financial institutions that own, manage,
finance or develop retail and net leased properties.
Employees
As of January 31, 2019, NNN employed 68 associates.
Other Information
NNN’s executive offices are located at 450 S. Orange Avenue, Suite 900, Orlando, Florida 32801, and its telephone number
is (407) 265-7348. NNN has a website at www.nnnreit.com where NNN’s filings with the Securities and Exchange
Commission (the "Commission") can be downloaded free of charge.
The common shares of National Retail Properties, Inc. are traded on the New York Stock Exchange (the "NYSE") under the
ticker symbol "NNN." National Retail Properties, Inc. has two series of preferred shares outstanding which are traded on the
NYSE in the form of depositary shares: the depositary shares, each representing 1/100th of a share of 5.700% Series E
Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series E Preferred Stock”), are traded on the NYSE
under the ticker symbol "NNN/PE" and the depositary shares, each representing 1/100th of a share of 5.200% Series F
Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), are traded on the NYSE
under the symbol "NNN/PF."
1
Business Strategies and Policies
The following is a discussion of NNN’s operating strategy and certain of its investment, financing and other policies. These
strategies and policies have been set by management and the Board of Directors and, in general, may be amended or revised
from time to time by management and the Board of Directors without a vote of NNN’s stockholders.
Operating Strategies
NNN’s strategy is to invest primarily in retail real estate that is typically well located within each local market for its tenants’
retail lines of trade. Management believes that these types of properties, generally leased pursuant to triple-net leases,
provide attractive opportunities for stable current returns and the potential for increased returns and capital appreciation.
Triple-net leases typically require the tenant to pay property operating expenses such as insurance, utilities, repairs,
maintenance, capital expenditures and real estate taxes and assessments. Initial lease terms are generally 10 to 20 years.
NNN holds each real estate asset until it determines that the sale of such an asset is advantageous in view of NNN’s
investment objectives. In deciding whether to sell a real estate asset, factors NNN may consider include, but are not limited
to, potential capital appreciation, net cash flow, tenant credit quality, tenant's line of trade, portfolio composition, market
lease rates, local market conditions, potential use of sale proceeds and federal income tax considerations.
NNN’s management team focuses on certain key indicators to evaluate the financial condition and operating performance of
NNN. These key indicators include the composition of the Property Portfolio (such as tenant, geographic and line of trade
diversification), the occupancy rate of the Property Portfolio, certain financial performance ratios and profitability measures,
industry trends, and industry performance compared to NNN.
The operating strategies employed by NNN have allowed NNN to increase the annual dividend (paid quarterly) per common
share for 29 consecutive years. NNN is one of only three publicly traded REITs to increase its annual dividend per common
share for 29 or more consecutive years.
Investment in Real Estate or Interests in Real Estate
NNN’s management believes that single tenant, freestanding net lease retail properties will continue to provide attractive
investment opportunities and that NNN is well suited to take advantage of these opportunities because of its experience in
accessing capital markets, and its ability to source, underwrite and acquire such properties.
In evaluating a particular acquisition, management may consider a variety of factors, including but not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the location, visibility and accessibility of the property,
the geographic area and demographic characteristics of the community,
the local real estate market conditions, including potential for growth, redevelopment, market rents, and
existing or potential competing properties or retailers,
the size, age and title status of the property,
the quality of construction and design and the current physical condition of the property,
the potential for, and current extent of, any environmental problems,
the purchase price,
the non-financial terms of the proposed acquisition,
the availability of funds or other consideration for the proposed acquisition and the cost thereof,
the compatibility of the property with NNN’s existing Property Portfolio,
the property-level operating history,
the financial and other characteristics of the existing tenant,
the tenant’s business plan, operating history and management team,
the tenant’s industry,
the terms of any lease,
the rent to be paid by the tenant,
any existing indebtedness encumbering the property which may be assumed in connection with acquiring
or refinancing these investments, and
the merits relative to other opportunities.
2
NNN intends to engage in future investment activities in a manner that is consistent with the maintenance of its status as a
REIT for federal income tax purposes. Additionally, NNN does not intend to engage in activities that will make NNN an
investment company under the Investment Company Act of 1940, as amended.
Investments in Real Estate Mortgages and Securities of or Interests in Persons Engaged in Real Estate Activities
While NNN’s primary business objectives emphasize retail properties, NNN may invest in (i) a wide variety of property and
tenant types, (ii) leases, mortgages and other types of real estate interests, (iii) loans secured by personal property, (iv) loans
secured by partnership or membership interests in partnerships or limited liability companies, respectively, or (v) securities of
other REITs, or other issuers, including for the purpose of exercising control over such entities.
Financing Strategy
NNN’s financing objective is to manage its capital structure effectively in order to provide sufficient capital to execute its
operating strategies while servicing its debt requirements and providing value to its stockholders. NNN generally utilizes
debt and equity security offerings, bank borrowings, proceeds from the sale of properties, and to a lesser extent, internally
generated funds to meet its capital needs.
NNN typically funds its short-term liquidity requirements including investments in additional properties with advances from
its $900,000,000 unsecured revolving credit facility ("Credit Facility"). As of December 31, 2018, there was no outstanding
balance and $900,000,000 was available for future borrowings under the Credit Facility.
As of December 31, 2018, NNN’s ratio of total debt to total gross assets (before accumulated depreciation and amortization)
was approximately 35 percent and the ratio of secured indebtedness to total gross assets was less than one percent. The ratio
of total debt to total market capitalization was approximately 25 percent. Certain financial agreements contain covenants that
limit NNN’s ability to incur additional debt under certain circumstances.
NNN anticipates it will be able to obtain additional financing for short-term and long-term liquidity requirements as further
described in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity."
However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable
or advantageous to NNN.
The organizational documents of NNN do not limit the absolute amount or percentage of indebtedness that NNN may incur.
Additionally, NNN may change its financing strategy at any time.
Strategies and Policy Changes
Any of NNN’s strategies or policies described above may be changed at any time by NNN without notice to or a vote of
NNN’s stockholders.
Property Portfolio
As of December 31, 2018, NNN owned 2,969 Properties with an aggregate gross leasable area of approximately 30,487,000
square feet, located in 48 states, with a weighted average remaining lease term of 11.5 years. Approximately 98 percent of
total Properties were leased as of December 31, 2018.
The following table summarizes the Property Portfolio at December 31, 2018 (in thousands):
Land
Building
Size(1)
Total Dollars Invested(2)
High
Low
Average
High
Low
Average
3,733
142
2
1
99
10
$ 8,882
$
5
$
817
45,286
19
1,889
Approximate square feet.
(1)
(2) Costs vary depending upon size, improvements, local market conditions and other factors.
3
As of December 31, 2018, NNN has committed to fund construction on 19 Properties. The improvements on such Properties
are estimated to be completed within 12 months. These construction commitments, as of December 31, 2018, are outlined in
the table below (dollars in thousands):
Total commitment(1)
Less amount funded
Remaining commitment
$
$
34,756
13,588
21,168
(1)
Includes land, construction costs, tenant improvements, lease costs, and capitalized interest.
Leases
The following is a summary of the general structure of the leases in the Property Portfolio, although the specific terms of
each lease can vary significantly. Generally, the Property leases provide for initial terms of 10 to 20 years. As of
December 31, 2018, the weighted average remaining lease term of the Property Portfolio was approximately 11.5 years. The
Properties are generally leased under net leases, pursuant to which the tenant typically bears responsibility for substantially
all property costs and expenses associated with ongoing maintenance, repair, replacement and operation of the property,
including utilities, property taxes and insurance. NNN's leases provide for annual base rental payments (generally payable in
monthly installments) ranging from $6,000 to $3,714,000 (average of $211,000), and generally provide for increases in rent
as a result of (i) increases in the Consumer Price Index ("CPI"), (ii) fixed increases, or, to a lesser extent, (iii) increases in the
tenant’s sales volume.
Generally, NNN's leases provide the tenant with one or more multi-year renewal options subject to generally the same terms
and conditions provided under the initial lease term. Some of the leases also provide that in the event NNN wishes to sell the
Property subject to that lease, NNN first must offer the lessee the right to purchase the Property on the same terms and
conditions as any offer which NNN intends to accept for the sale of the Property.
The following table summarizes the lease expirations, assuming none of the tenants exercise renewal options, of the Property
Portfolio for each of the next 10 years and then thereafter in the aggregate as of December 31, 2018:
% of
Annual
Base
Rent(1)
1.7%
3.0%
3.8%
5.9%
2.9%
3.0%
2019
2020
2021
2022
2023
2024
# of
Properties
51
116
121
124
113
75
Gross
Leasable
Area(2)
648,000
1,498,000
1,317,000
1,636,000
1,420,000
1,284,000
% of
Annual
Base
Rent(1)
4.4%
5.0%
7.6%
5.0%
2025
2026
2027
2028
# of
Properties
129
179
193
162
Gross
Leasable
Area(2)
1,130,000
1,697,000
2,600,000
1,188,000
Thereafter
57.7%
1,651
15,021,000
Based on annualized base rent for all leases in place as of December 31, 2018.
(1)
(2) Approximate square feet.
4
The following table summarizes the diversification of the Property Portfolio based on the top 10 lines of trade:
Top 10 Lines of Trade
Convenience stores
Restaurants - full service
Restaurants - limited service
Automotive service
Family entertainment centers
Health and fitness
Theaters
Automotive parts
Recreational vehicle dealers, parts and accessories
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. Wholesale clubs
Other
% of Annual Base Rent(1)
2018
18.0%
11.4%
8.9%
8.6%
7.1%
5.6%
5.0%
3.4%
3.4%
2.3%
2017
18.1%
12.1%
7.6%
6.9%
6.4%
5.6%
4.8%
3.6%
3.4%
2.2%
2016
16.9%
11.8%
7.5%
6.6%
5.8%
5.7%
4.9%
3.9%
3.4%
2.4%
26.3%
100.0%
29.3%
100.0%
31.1%
100.0%
(1) Based on annualized base rent for all leases in place as of December 31 of the respective year.
The following table summarizes the diversification of the Property Portfolio by state as of December 31, 2018:
State
Texas
Florida
Ohio
Illinois
North Carolina
Georgia
Tennessee
Indiana
Virginia
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Alabama
Other
# of
Properties
472
219
195
141
148
143
138
125
114
132
1,142
2,969
% of
Annual
Base Rent(1)
17.3%
8.7%
5.7%
5.2%
4.6%
4.5%
3.9%
3.9%
3.7%
3.1%
39.4%
100.0%
(1) Based on annualized base rent for all leases in place as of December 31, 2018.
As of December 31, 2018, NNN did not have any tenant that accounted for ten percent or more of its rental income.
5
Governmental Regulations Affecting Properties
Property Environmental Considerations. Subject to a determination of the level of risk and potential cost of remediation,
NNN may acquire a property where some level of environmental contamination may exist. Investments in real property
create a potential for substantial environmental liability for the owner of such property from the presence or discharge of
hazardous materials on the property or the improper disposal of hazardous materials emanating from the property, regardless
of fault. In order to mitigate exposure to environmental liability, NNN maintains an environmental insurance policy which
provides some coverage for substantially all of the Properties. Such policy expires in August 2023. As a part of its acquisition
due diligence process, NNN obtains an environmental site assessment for each property. In such cases where NNN intends to
acquire a property where some level of contamination may exist, NNN generally requires the seller or tenant to (i) remediate
the problem, (ii) indemnify NNN for environmental liabilities, and/or (iii) agree to other arrangements deemed appropriate
by NNN, including, under certain circumstances, the purchase of environmental insurance to address environmental
conditions at the property. NNN may incur costs if the tenant does not comply with these requests.
As of February 5, 2019, NNN has 74 Properties currently under some level of environmental remediation and/or monitoring.
In general, the seller, a previous owner, the tenant or an adjacent land owner is responsible for the cost of the environmental
remediation for each of these Properties.
Americans with Disabilities Act of 1990. The Properties, as commercial facilities, are required to comply with Title III of the
Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the "ADA"). The
tenants will typically have primary responsibility for complying with the ADA, but NNN may incur costs if the tenant does
not comply. As of February 5, 2019, NNN has not been notified by any governmental authority of, nor is NNN’s
management aware of, any non-compliance with the ADA that NNN’s management believes would have a material adverse
effect on its business, financial position or results of operations.
Other Regulations. State and local fire, life-safety and similar entities regulate the use of the Properties. NNN’s leases
generally require each tenant to undertake primary responsibility for complying with regulations, but failure to comply could
result in fines by governmental authorities, awards of damages to private litigants, or restrictions on the ability to conduct
business on such properties.
Item 1A. Risk Factors
Carefully consider the following risks and all of the other information set forth in this Annual Report on Form 10-K,
including the consolidated financial statements and the notes thereto. If any of the events or developments described below
were actually to occur, NNN’s business, financial condition or results of operations could be adversely affected.
Financial and economic conditions may have an adverse impact on NNN, its tenants, and commercial real estate in general.
Financial and economic conditions can be challenging and volatile and any worsening of such conditions, including any
disruption in the capital markets, could adversely affect NNN’s business and results of operations. Such conditions could also
affect the financial condition of NNN’s tenants, developers, borrowers, lenders or the institutions that hold NNN’s cash
balances and short-term investments, which may expose NNN to increased risks of default by these parties.
There can be no assurance that actions of the United States Government, the Federal Reserve or other government and
regulatory bodies intended to stabilize the economy or financial markets will achieve their intended effect. Additionally, some
of these actions may adversely affect financial institutions, capital providers, retailers, consumers, NNN’s financial condition,
NNN's results of operations or the trading price of NNN’s shares.
6
Potential consequences of challenging and volatile financial and economic conditions include:
•
•
•
•
•
the financial condition of NNN’s tenants may be adversely affected, which may result in tenant defaults
under the leases due to bankruptcy, lack of liquidity, operational failures or for other reasons,
the ability to borrow on terms and conditions that NNN finds acceptable may be limited or unavailable,
which could reduce NNN’s ability to pursue acquisition and development opportunities and refinance
existing debt, reduce NNN’s returns from acquisition and development activities, reduce NNN’s ability to
make cash distributions to its stockholders and increase NNN’s future interest expense,
the recognition of impairment charges on or reduced values of the Properties, may adversely affect NNN's
results of operations,
reduced values of the Properties may limit NNN's ability to dispose of assets at attractive prices and reduce
the availability of buyer financing, and
the value and liquidity of NNN’s short-term investments and cash deposits could be reduced as a result of
(i) a deterioration of the financial condition of the institutions that hold NNN’s cash deposits or the
institutions or assets in which NNN has made short-term investments, (ii) the dislocation of the markets for
NNN’s short-term investments, (iii) increased volatility in market rates for such investments or (iv) other
factors.
NNN may be unable to obtain debt or equity capital on favorable terms, if at all.
NNN may be unable to obtain capital on favorable terms, if at all, to further its business objectives or meet its existing
obligations. Nearly all of NNN’s debt, including the Credit Facility, is subject to balloon principal payments due at maturity.
These maturities range between 2022 and 2048. NNN's ability to make these scheduled principal payments may be adversely
impacted by NNN’s inability to extend or refinance the Credit Facility, the inability to dispose of assets at an attractive price
or the inability to obtain additional debt or equity capital. Capital that may be available may be materially more expensive or
available under terms that are materially more restrictive which would have an adverse impact on NNN’s business, financial
condition and results of operations.
Changes in established interest rate index could have an adverse affect on NNN's results of operations.
The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Funding Rate ("SOFR")
replace USD-LIBOR. ARRC has proposed that the market transition to SOFR from USD-LIBOR in 2021. NNN's Credit
Facility is indexed to USD-LIBOR. Industry organizations are currently working on the transition plan. NNN is currently
monitoring this activity and evaluating the risks involved.
Loss of rent from tenants would reduce NNN’s cash flow.
NNN's tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer
spending or consumer preferences for particular goods, services or store based retailing could severely impact their ability to
pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the
increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse
impact on NNN's tenants' ongoing viability. The default, financial distress, bankruptcy or liquidation of one or more of
NNN’s tenants could cause substantial vacancies in the Property Portfolio. Vacancies reduce NNN’s revenues, increase
property expenses and could decrease the value of each such vacant Property. Upon the expiration of a lease, the tenant may
choose not to renew the lease and NNN may not be able to re-lease the vacant Property at a comparable lease rate.
Furthermore, NNN may incur additional expenditures in connection with such renewal or re-leasing.
A significant portion of the source of the Property Portfolio annual base rent is concentrated in specific industry
classifications, tenants and geographic locations.
As of December 31, 2018, approximately,
•
•
•
54.0% of the Property Portfolio annual base rent is generated from tenants in five retail lines of trade,
including convenience stores (18.0%) and full-service and limited-service restaurants (20.3%),
21.7% of the Property Portfolio annual base rent is generated from five tenants, 7-Eleven (5.4%), Mister
Car Wash (4.4%), Camping World (4.3%), LA Fitness (4.0%) and Flynn Restaurant Group (Taco Bell/
Arby's) (3.6%), and
41.5% of the Property Portfolio annual base rent is generated from properties located in five states,
including Texas (17.3%) and Florida (8.7%).
7
Any financial hardship and/or economic changes in these lines of trade, tenants or states could have an adverse effect on
NNN’s results of operations.
Owning real estate and indirect interests in real estate carries inherent risks.
NNN’s economic performance and the value of its real estate assets are subject to the risk that if the Properties do not
generate revenues sufficient to meet its operating expenses, including debt service, NNN’s cash flow and ability to pay
distributions to its stockholders will be adversely affected. As a real estate company, NNN is susceptible to the following real
estate industry risks, which are beyond its control:
•
•
•
•
•
•
•
changes in national, regional and local economic conditions and outlook,
decreases in consumer spending and retail sales or adverse changes in consumer preferences for particular
goods, services or store based retailing,
economic downturns in the areas where the Properties are located,
adverse changes in local real estate market conditions, such as an oversupply of space, reduction in demand
for space, loss of a large employer, intense competition for tenants, or a demographic change,
changes in tenant or consumer preferences that reduce the attractiveness of the Properties to tenants,
changes in zoning, regulatory restrictions, or tax laws, and
changes in interest rates or availability of financing.
All of these factors could result in decreases in market rental rates and increases in vacancy rates, which could adversely
affect NNN’s results of operations.
NNN’s real estate investments are illiquid.
Because real estate investments are relatively illiquid, NNN’s ability to adjust the portfolio promptly in response to economic
or other conditions is limited. Certain significant expenditures generally do not change in response to economic or other
conditions, including: (i) debt service (if any), (ii) real estate taxes, and (iii) operating and maintenance costs. This
combination of variable revenue and relatively fixed expenditures may result, under certain market conditions, in reduced
earnings and could have an adverse effect on NNN’s financial condition.
Costs of complying with changes in governmental laws and regulations may adversely affect NNN’s results of operations.
NNN cannot predict what laws or regulations will be enacted in the future, how future laws or regulations will be
administered or interpreted, or how future laws or regulations will affect NNN or its Properties, including, but not limited to
environmental laws and regulations. Compliance with new laws or regulations, or stricter interpretation of existing laws, may
require NNN, its retail tenants, or consumers to incur significant expenditures, impose significant liability, restrict or prohibit
business activities and could cause a material adverse effect on NNN’s results of operation.
NNN may be subject to known or unknown environmental liabilities and hazardous materials on Properties owned by NNN.
There may be known or unknown environmental liabilities associated with Properties owned or acquired in the future by
NNN. Certain particular uses of some Properties may also have a heightened risk of environmental liability because of
the hazardous materials used in performing services on those Properties, such as convenience stores with underground
petroleum storage tanks or auto parts and auto service businesses using petroleum products, paint and machine
solvents. Some of the Properties may contain asbestos or asbestos-containing materials, or may contain or may develop mold
or other bio-contaminants. Asbestos-containing materials must be handled, managed and removed in accordance with
applicable governmental laws, rules and regulations. Mold and other bio-contaminants can produce airborne toxins, may
cause a variety of health issues in individuals and must be remediated in accordance with applicable governmental laws, rules
and regulations.
As part of its due diligence process, NNN generally obtains an environmental site assessment for each Property it acquires. In
cases where NNN intends to acquire real estate where evidence of some level of known contamination may exist, NNN
generally requires the seller or tenant to (i) remediate the contamination in accordance with applicable laws, rules and
regulations, (ii) indemnify NNN for environmental liabilities, and/or (iii) agree to other arrangements deemed appropriate by
NNN, including, under certain circumstances, the purchase of environmental insurance. Although sellers or tenants may be
contractually responsible for remediating hazardous materials on a property and may be responsible for indemnifying NNN
for any liability resulting from the use of a Property and for any failure to comply with any applicable environmental laws,
rules or regulations, NNN has no assurance that sellers or tenants shall be able to meet their remediation and indemnity
obligations to NNN. A tenant or seller may not have the financial ability to meet its remediation and indemnity obligations to
8
NNN when required. Furthermore, NNN may have strict liability to governmental agencies or third parties as a result of the
existence of hazardous materials on Properties, whether or not NNN knew about or caused such hazardous materials to exist.
As of February 5, 2019, NNN has 74 Properties currently under some level of environmental remediation and/or monitoring.
In general, the seller, a previous owner, the tenant or an adjacent land owner is responsible for the cost of the environmental
remediation for each of these Properties.
If NNN is responsible for hazardous materials located on its Properties, NNN’s liability may include investigation and
remediation costs, property damage to third parties, personal injury to third parties, and governmental fines and
penalties. Furthermore, the presence of hazardous materials on a Property may adversely impact the Property value or NNN’s
ability to sell the Property. Significant environmental liability could impact NNN’s results of operations, ability to make
distributions to stockholders, and its ability to meet its debt obligations.
In order to mitigate exposure to environmental liability, NNN maintains an environmental insurance policy which provides
some coverage for substantially all of its Properties. That policy expires in August 2023. However, the policy is subject to
exclusions and limitations and does not cover all of the Properties owned by NNN. For those Properties covered under the
policy, insurance may not fully compensate NNN for any environmental liability. NNN has no assurance that the insurer on
its environmental insurance policy will be able to meet its obligations under the policy. NNN may not desire to renew the
environmental insurance policy in place upon expiration or a replacement policy may not be available at a reasonable cost, if
at all.
NNN may not be able to successfully execute its acquisition or development strategies.
NNN may not be able to implement its investment strategies successfully. Additionally, NNN cannot assure that its Property
Portfolio will expand at all, or if it will expand at any specified rate or to any specified size. In addition, investment in
additional real estate assets is subject to a number of risks. Because NNN expects to invest in markets other than the ones in
which its current Properties are located or properties which may be leased to tenants other than those to which NNN has
historically leased properties, NNN will also be subject to the risks associated with investment in new markets, new lines of
trade or with new tenants that may be relatively unfamiliar to NNN’s management team.
NNN’s development activities are subject to, without limitation, risks relating to the availability and timely receipt of zoning
and other regulatory approvals, the cost and timely completion of construction (including risks from factors beyond NNN’s
control, such as weather or labor conditions or material shortages), the risk of finding tenants for the properties and the ability
to obtain both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated
delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken or
provide a tenant the opportunity to reduce rent or terminate a lease. Any of these situations may delay or eliminate proceeds
or cash flows NNN expects from these projects, which could have an adverse effect on NNN’s financial condition.
NNN may not be able to dispose of properties consistent with its operating strategy.
NNN may be unable to sell Properties targeted for disposition under favorable terms due to adverse market conditions or
possible prohibitive income tax liability. This may adversely affect, among other things, NNN’s ability to sell under favorable
terms, execute its operating strategy, achieve target earnings or returns, retire or repay debt or pay dividends.
NNN may suffer a loss in the event of a default of or bankruptcy of a borrower.
As of December 31, 2018, NNN had no outstanding mortgages and notes receivable. If a borrower defaults on a mortgage or
other loan made by NNN, and does not have sufficient assets to satisfy the loan, NNN may suffer a loss of principal and
interest. In the event of the bankruptcy of a borrower, NNN may not be able to recover against all or any of the assets of the
borrower, or the collateral may not be sufficient to satisfy the balance due on the loan. In addition, certain of NNN’s loans
may be subordinate to other debt of a borrower. These investments are typically loans secured by a borrower’s pledge of its
ownership interests in the entity that owns the real estate or other assets and are typically subordinated to senior loans
encumbering the underlying real estate or assets. Subordinated positions are generally subject to a higher risk of nonpayment
of principal and interest than the more senior loans. If a borrower defaults on the debt senior to NNN’s loan, or in the event of
the bankruptcy of a borrower, NNN’s loan will be satisfied only after the borrower’s senior creditors’ claims are satisfied.
Where debt senior to NNN’s loans exists, the presence of intercreditor arrangements may limit NNN’s ability to amend loan
documents, assign the loans, accept prepayments, exercise remedies and control decisions made in bankruptcy proceedings
relating to borrowers. Bankruptcy proceedings and litigation can significantly increase the time needed for NNN to acquire
underlying collateral, if any, in the event of a default, during which time the collateral may decline in value. In addition, there
are significant costs and delays associated with the foreclosure process.
9
Certain provisions of NNN’s leases or loan agreements may be unenforceable.
NNN’s rights and obligations with respect to its leases, mortgage loans or other loans are governed by written agreements. A
court could determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy, a
master lease covenant, a loan prepayment provision or a provision governing NNN’s security interest in the underlying
collateral of a borrower or lessee. NNN could be adversely impacted if this were to happen with respect to an asset or group
of assets.
Property ownership through joint ventures and partnerships could limit NNN’s control of those investments.
Joint ventures or partnerships involve risks not otherwise present for direct investments by NNN. It is possible that NNN’s
co-venturers or partners may have different interests or goals than NNN at any time and they may take actions contrary to
NNN’s requests, policies or objectives, including NNN’s policy with respect to maintaining its qualification as a REIT. Other
risks of joint venture or partnership investments include impasses on decisions because in some instances no single co-
venturer or partner has full control over the joint venture or partnership, respectively, or the co-venturer or partner may
become insolvent, bankrupt or otherwise unable to contribute to the joint venture or partnership, respectively. Further,
disputes may develop with a co-venturer or partner over decisions affecting the property, joint venture or partnership that may
result in litigation, arbitration or some other form of dispute resolution.
Competition from numerous other REITs, commercial developers, real estate limited partnerships and other investors may
impede NNN’s ability to grow.
NNN may not complete suitable property acquisitions or developments on advantageous terms, if at all, due to competition
for such properties with others engaged in real estate investment activities or lack of properties for sale on terms deemed
acceptable to NNN. NNN’s inability to successfully acquire or develop new properties may affect NNN’s ability to achieve
anticipated return on investment or realize its investment strategy, which could have an adverse effect on its results of
operations.
NNN's loss of key management personnel could adversely affect performance and the value of its securities.
NNN is dependent on the efforts of its key management. Competition for senior management personnel can be intense and
NNN may not be able to retain its key management. Although NNN believes qualified replacements could be found for any
departures of key management, the loss of their services could adversely affect NNN's performance and the value of its
securities.
Uninsured losses may adversely affect NNN’s operating results and asset values.
The Properties are generally covered by comprehensive liability, fire, and extended insurance coverage. NNN believes that
the insurance carried on its Properties is adequate and in accordance with industry standards. There are, however, types of
losses (such as from hurricanes, floods, earthquakes or other types of natural disasters or wars or other acts of violence)
which may be uninsurable, self-insured by tenants, or the cost of insuring against these losses may not be economically
justifiable in the opinion of tenants or NNN. If an uninsured loss occurs or a loss exceeds policy limits, NNN could lose both
its invested capital and anticipated revenues from the property, thereby reducing NNN’s cash flow and asset value.
Acts of violence, terrorist attacks or war may affect the markets in which NNN operates and NNN’s results of operations.
Terrorist attacks or other acts of violence may negatively affect NNN’s operations. There can be no assurance that there will
not be terrorist attacks against businesses within the United States. These attacks may directly or indirectly impact NNN’s
physical facilities or the businesses or the financial condition of its tenants, developers, borrowers, lenders or financial
institutions with which NNN has a relationship. The United States is engaged in armed conflict, which could have an impact
on these parties. The consequences of armed conflict are unpredictable, and NNN may not be able to foresee events that
could have an adverse effect on its business or be insured for such.
More generally, any of these events or threats of these events could cause consumer confidence and spending to decrease or
result in increased volatility in the United States and worldwide financial markets and economies. They also could result in,
or cause a deepening of, economic recession in the United States or abroad. Any of these occurrences could have an adverse
impact on NNN’s financial condition or results of operations.
10
Vacant properties or bankrupt tenants could adversely affect NNN’s business or financial condition.
As of December 31, 2018, NNN owned 52 vacant, un-leased Properties, which accounted for approximately two percent of
total Properties held in the Property Portfolio. NNN is actively marketing these Properties for sale or lease but may not be
able to sell or lease these Properties on favorable terms or at all. The lost revenues and increased property expenses resulting
from the rejection by any bankrupt tenant of any of their respective leases with NNN could have a material adverse effect on
the liquidity and results of operations of NNN if NNN is unable to re-lease the Properties at comparable rental rates and in a
timely manner. As of January 31, 2019, less than one percent of total Properties held in the Property Portfolio was leased to
one tenant that filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, this tenant has the
right to reject or affirm its leases with NNN.
The amount of debt NNN has and the restrictions imposed by that debt could adversely affect NNN’s business and financial
condition.
As of December 31, 2018, NNN had outstanding debt, including mortgages payable, of $12,694,000, total unsecured notes
payable of $2,838,701,000 and no outstanding balance on the Credit Facility. NNN’s organizational documents do not limit
the level or amount of debt that it may incur. If NNN incurs additional indebtedness and permits a higher degree of leverage,
debt service requirements would increase and could adversely affect NNN’s financial condition and results of operations, as
well as NNN’s ability to pay principal and interest on the outstanding indebtedness or cash dividends to its stockholders. In
addition, increased leverage could increase the risk that NNN may default on its debt obligations.
The amount of debt outstanding at any time could have important consequences to NNN’s stockholders. For example, it
could:
•
•
•
•
•
•
•
require NNN to dedicate a substantial portion of its cash flow from operations to payments on its debt,
thereby reducing funds available for operations, real estate investments and other business opportunities
that may arise in the future,
increase NNN’s vulnerability to general adverse economic and industry conditions,
limit NNN’s ability to obtain any additional financing it may need in the future for working capital, debt
refinancing, capital expenditures, real estate investments, development or other general corporate purposes,
make it difficult to satisfy NNN’s debt service requirements,
limit NNN’s ability to pay dividends in cash on its outstanding common and preferred stock,
limit NNN’s flexibility in planning for, or reacting to, changes in its business and the factors that affect the
profitability of its business, and
limit NNN’s flexibility in conducting its business, which may place NNN at a disadvantage compared to
competitors with less debt or debt with less restrictive terms.
NNN’s ability to make scheduled payments of principal or interest on its debt, or to retire or refinance such debt will depend
primarily on its future performance, which to a certain extent is subject to the creditworthiness of its tenants, competition, and
economic, financial, and other factors beyond its control. There can be no assurance that NNN’s business will continue to
generate sufficient cash flow from operations in the future to service its debt or meet its other cash needs. If NNN is unable to
generate sufficient cash flow from its business, it may be required to refinance all or a portion of its existing debt, sell assets
or obtain additional financing to meet its debt obligations and other cash needs.
NNN cannot assure stockholders that any such refinancing, sale of assets or additional financing would be possible or, if
possible, on terms and conditions, including but not limited to the interest rate, which NNN would find acceptable or would
not result in a material decline in earnings.
11
NNN is obligated to comply with financial and other covenants in its debt instruments that could restrict its operating
activities, and the failure to comply with such covenants could result in defaults that accelerate the payment of such debt.
As of December 31, 2018, NNN had approximately $2,851,395,000 of outstanding indebtedness, of which approximately
$12,694,000 was secured indebtedness. NNN’s unsecured debt instruments contain various restrictive covenants which
include, among others, provisions restricting NNN’s ability to:
•
•
•
•
•
•
incur or guarantee additional debt,
make certain distributions, investments and other restricted payments,
enter into transactions with certain affiliates,
create certain liens,
consolidate, merge or sell NNN’s assets, and
pre-pay debt.
NNN’s secured debt instruments generally contain customary covenants, including, among others, provisions:
•
•
•
•
•
•
requiring the maintenance of the property securing the debt,
restricting its ability to sell, assign or further encumber the properties securing the debt,
restricting its ability to incur additional debt on the property securing the debt,
restricting modifications to property improvements,
restricting its ability to amend or modify existing leases on the property securing the debt, and
establishing certain prepayment restrictions.
In addition, NNN’s debt instruments may contain cross-default provisions, in which case a default of NNN under one debt
instrument will be a default of NNN under multiple or all debt instruments of NNN.
NNN’s ability to meet some of its debt covenants, including covenants related to the condition of the property or payment of
real estate taxes, may be dependent on the performance by NNN’s tenants under their leases.
In addition, certain covenants in NNN’s debt instruments, including its Credit Facility, require NNN, among other things, to:
•
•
•
limit certain leverage ratios,
maintain certain minimum interest and debt service coverage ratios, and
limit investments in certain types of assets.
NNN’s failure to comply with certain of its debt covenants could result in defaults that accelerate the payment under such
debt and limit the dividends paid to NNN’s common and preferred stockholders which would likely have a material adverse
impact on NNN’s financial condition and results of operations. In addition, these defaults could impair its access to the debt
and equity markets.
The market value of NNN’s equity and debt securities is subject to various factors that may cause significant fluctuations or
volatility.
As with other publicly traded securities, the market price of NNN’s equity and debt securities depends on various factors,
which may change from time-to-time and/or may be unrelated to NNN’s financial condition, operating performance or
prospects that may cause significant fluctuations or volatility in such prices. These factors, among others, include:
•
•
•
•
•
•
•
•
•
•
general economic and financial market conditions,
level and trend of interest rates,
changes in government taxation or regulatory authorities,
NNN’s ability to access the capital markets to raise additional capital,
the issuance of additional equity or debt securities,
changes in NNN’s funds from operations or earnings estimates,
changes in NNN’s debt ratings or analyst ratings,
NNN’s financial condition and performance,
market perception of NNN compared to other REITs, and
market perception of REITs compared to other investment sectors.
12
NNN’s failure to qualify as a REIT for federal income tax purposes could result in significant tax liability.
NNN intends to operate in a manner that will allow NNN to continue to qualify as a REIT. NNN believes it has been
organized as, and its past and present operations qualify NNN as a REIT. However, the Internal Revenue Service (“IRS”)
could successfully assert that NNN is not qualified as such. In addition, NNN may not remain qualified as a REIT in the
future. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue
Code of 1986, as amended (the “Code”) for which there are only limited judicial or administrative interpretations and
involves the determination of various factual matters and circumstances not entirely within NNN’s control. Furthermore, new
tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it
more difficult or impossible for NNN to qualify as a REIT or avoid significant tax liability.
If NNN fails to qualify as a REIT, it would not be allowed a deduction for dividends paid to stockholders in computing
taxable income and would become subject to federal income tax at regular corporate rates. In this event, NNN could be
subject to potentially significant tax liabilities and penalties. Unless entitled to relief under certain statutory provisions, NNN
would also be disqualified from treatment as a REIT for the four taxable years following the year during which the
qualification was lost.
Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow.
Even if NNN remains qualified for taxation as a REIT, NNN is subject to certain federal, state and local taxes on its income
and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a
foreclosure, and state or local income, property and transfer taxes. Any increase of these taxes would decrease earnings and
cash available for distribution to stockholders. In addition, in order to meet certain REIT qualification requirements, NNN
may elect to own some of its assets in a TRS.
Adverse legislative or regulatory tax changes could reduce NNN’s earnings and cash flow and the market value of NNN’s
securities.
At any time, the federal and state income tax laws or the administrative interpretations of those laws may change. Any such
changes may have current and retroactive effects, and could adversely affect NNN or its stockholders. Legislation could
cause shares in non-REIT entities to be a more attractive investment to individual investors than shares in REITs, and could
have an adverse effect on the value of NNN’s securities.
Compliance with REIT requirements, including distribution requirements, may limit NNN’s flexibility and may negatively
affect NNN’s operating decisions.
To maintain its status as a REIT for U.S. federal income tax purposes, NNN must meet certain requirements on an on-going
basis, including requirements regarding its sources of income, the nature and diversification of its assets, the amounts NNN
distributes to its stockholders and the ownership of its shares. NNN may also be required to make distributions to its
stockholders when it does not have funds readily available for distribution or at times when NNN’s funds are otherwise
needed to fund expenditures or debt service requirements. NNN generally will not be subject to federal income taxes on
amounts distributed to stockholders, so long as it distributes 100 percent of its REIT taxable income and meets certain other
requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2018, NNN
believes it has qualified as a REIT. Notwithstanding NNN’s qualification for taxation as a REIT, NNN is subject to certain
state income, franchise and excise taxes.
Changes in accounting pronouncements could adversely impact NNN’s or NNN’s tenants’ reported financial performance.
Accounting policies and methods are fundamental to how NNN records and reports its financial condition and results of
operations. From time to time the Financial Accounting Standards Board (“FASB”) and the Commission, who create and
interpret appropriate accounting standards, may change the financial accounting and reporting standards or their
interpretation and application of these standards that govern the preparation of NNN’s financial statements. These changes
could have a material impact on NNN’s reported financial condition and results of operations. In some cases, NNN could be
required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Similarly,
these changes could have a material impact on NNN’s tenants’ reported financial condition or results of operations and affect
their preferences regarding leasing real estate.
13
NNN’s failure to maintain effective internal control over financial reporting could have a material adverse effect on its
business, operating results and the market value of NNN's securities.
Section 404 of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of the
Company’s internal control over financial reporting. If NNN fails to maintain the adequacy of its internal control over
financial reporting, as such standards may be modified, supplemented or amended from time to time, NNN may not be able
to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley Act of 2002. Moreover, effective internal control over financial reporting,
particularly those related to revenue recognition, are necessary for NNN to produce reliable financial reports and to maintain
its qualification as a REIT and are important in helping to prevent financial fraud. If NNN cannot provide reliable financial
reports or prevent fraud, its business and operating results could be harmed, REIT qualification could be jeopardized,
investors could lose confidence in the Company’s reported financial information, the company's access to capital could be
impaired, and the trading price of NNN’s shares could drop significantly.
NNN’s ability to pay dividends in the future is subject to many factors.
NNN’s ability to pay dividends may be impaired if any of the risks described in this section were to occur. In addition,
payment of NNN’s dividends depends upon NNN’s earnings, financial condition, maintenance of NNN’s REIT status and
other factors as NNN’s Board of Directors may deem relevant from time to time.
Cybersecurity risks and cyber incidents could adversely affect NNN's business, disrupt operations and expose NNN to
liabilities to tenants, employees, capital providers, and other third parties.
NNN uses information technology and other computer resources to carry out important operational activities and to maintain
its business records. As part of NNN’s normal business activities, NNN collects and stores certain personal identifying and
confidential information relating to its tenants, employees, vendors and suppliers, and maintains operational and financial
information related to NNN’s business. NNN has implemented systems and processes intended to address ongoing and
evolving cybersecurity risks, secure its information technology, applications and computer systems, and prevent unauthorized
access to or loss of sensitive, confidential and personal data. Although NNN and its service providers employ what NNN
believes are adequate security, disaster recovery and other preventative and corrective measures, NNN’s security measures,
taken as a whole, may not be sufficient for all possible situations and may be vulnerable to, among other things, hacking,
employee error, system error, and faulty password management.
NNN’s ability to conduct its business may be impaired if its information technology resources, including its websites or e-
mail systems, are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional
penetration or disruption of its information technology resources by:
•
•
•
•
•
•
•
•
a third party,
natural disaster,
a failure of hardware or software due to a design or programmatic flaw,
a failure of hardware or software security controls,
telecommunications system failure,
service provider error or failure,
intentional or unintentional personnel actions, or
lost connectivity to NNN’s networked resources.
A significant and extended disruption could damage NNN’s business or reputation and cause:
•
•
lose of revenues or tenant relations,
unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and
confidential information, and
• NNN to incur significant expenses to address and remediate or otherwise resolve these kinds of issues.
The release of confidential information may also lead to litigation or other proceedings against NNN by affected individuals,
business partners and/or regulators, and the outcome of such proceedings, which could include losses, penalties, fines,
injunctions, expenses and charges recorded against NNN’s earnings and cause NNN reputational harm, could have a material
and adverse effect on NNN’s business, financial position or results of operations.
In addition, the costs of maintaining adequate protection against data security threats, based on considerations of their
evolution, increasing sophistication, pervasiveness and frequency and/or government-mandated standards or obligations
14
regarding protective efforts, could be material to NNN’s financial position or results of operations in a particular period or
over various periods.
Future investment in international markets could subject NNN to additional risks.
If NNN expands its operating strategy to include investment in international markets, NNN could face additional risks,
including foreign currency exchange rate fluctuations, operational risks due to local economic and political conditions and
laws and policies of the U.S. affecting foreign investment.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Please refer to Item 1. “Business.”
Item 3. Legal Proceedings
In the ordinary course of its business, NNN is a party to various legal actions that management believes are routine in nature
and incidental to the operation of the business of NNN. Management does not believe that any of these proceedings are
material.
Item 4. Mine Safety Disclosures
None.
15
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
The common stock of NNN currently is traded on the NYSE under the symbol “NNN.” Set forth below is a line graph
comparing the cumulative total stockholder return on NNN’s common stock, based on the market price of the common stock
and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts Equity Index
(“NAREIT”) and the S&P 500 Index (“S&P”) for the five-year period commencing December 31, 2013 and ending
December 31, 2018. The graph assumes an investment of $100 on December 31, 2013.
Comparison to Five-Year Cumulative Total Return
16
Set forth below is a line graph comparing the cumulative total stockholder return on NNN’s common stock, based on the
market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real
Estate Investment Trusts Equity Index (“NAREIT”) and the S&P 500 Index (“S&P”) for the ten-year period commencing
December 31, 2008 and ending December 31, 2018. The graph assumes an investment of $100 on December 31, 2008.
Comparison to Ten-Year Cumulative Total Return
17
For each calendar quarter and year indicated, the following table reflects respective high, low and closing sales prices for the
common stock as quoted by the NYSE and the dividends paid per share in each such period.
2018
High
Low
Close
Dividends paid per share
2017
High
Low
Close
Dividends paid per share
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year
$
43.32
$
44.13
$
46.44
$
51.48
$
36.25
39.26
0.475
36.95
43.96
0.475
43.04
44.82
0.500
42.97
48.51
0.500
$
46.34
$
45.63
$
43.41
$
43.90
$
41.91
43.62
0.455
36.45
39.10
0.455
37.45
41.66
0.475
38.97
43.13
0.475
51.48
36.25
48.51
1.950
46.34
36.45
43.13
1.860
The following table presents the characterizations for tax purposes of such common stock dividends for the years ended
December 31:
Ordinary dividends
Capital gain
Unrecaptured Section 1250 Gain
Nontaxable distributions
2018
2017
$
1.658604
85.0566% (1) $
0.015534
0.042818
0.233044
0.7966%
2.1958%
11.9510%
1.559781
0.035041
0.012194
0.252984
83.8592%
1.8839%
0.6556%
13.6013%
$
1.950000
100.0000%
$
1.860000
100.0000%
(1) Eligible for the 20% qualified business income deduction under section 199A of the Code that was established by the Tax Cuts and
Jobs Act signed into law on December 22, 2017, ("TCJA").
NNN intends to pay regular quarterly dividends to its stockholders, although all future distributions will be declared and paid
at the discretion of the Board of Directors and will depend upon cash generated by operating activities, NNN’s financial
condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other
factors as the Board of Directors deems relevant.
In January 2019, NNN declared dividends payable to its stockholders of $80,566,000, or $0.500 per share, of common stock.
On January 31, 2019, there were 1,746 registered holders of record of NNN's common stock.
18
Item 6. Selected Financial Data
Historical Financial Highlights
(dollars in thousands, except per share data)
Gross revenues(1)
Earnings from continuing operations (2)
Net earnings
Net earnings attributable to NNN
Total assets
Total debt
Total stockholders’ equity of NNN
Cash dividends declared to:
Common stockholders
Series D preferred stockholders
Series E preferred stockholders
Series F preferred stockholders
Weighted average common shares:
Basic
Diluted
Earnings from continuing operations per share
and net earnings per share:
Basic
Diluted
Cash dividends declared per share to:
Common stockholders
Series D preferred depositary stockholders
Series E preferred depositary stockholders
Series F preferred depositary stockholders
Other data:
Cash flows provided by (used in):
Operating activities
Investing activities
Financing activities
2018
2017
2016
2015
2014
$
624,471
$
585,255
$
533,817
$
483,025
$
435,278
292,485
292,485
292,447
7,103,438
2,851,395
4,154,250
265,371
265,371
264,973
6,560,534
2,580,207
3,840,593
239,506
239,506
239,500
6,334,151
2,311,689
3,916,799
303,164
277,120
257,007
—
16,387
17,940
3,598
16,387
17,940
19,047
16,387
3,189
197,961
197,961
197,836
5,460,044
1,975,944
3,342,134
228,699
19,047
16,387
—
191,046
191,170
190,601
4,915,551
1,729,891
3,082,515
204,157
19,047
16,387
—
155,744,601
149,111,188
144,176,224
133,998,674
124,257,558
156,295,619
149,432,641
144,660,633
134,489,416
124,710,226
1.65
1.65
1.95
—
1.425000
1.300000
1.45
1.45
1.86
1.39
1.38
1.78
1.21
1.20
1.71
1.24
1.24
1.65
0.312847
1.425000
1.300000
1.656250
1.425000
0.231111
1.656250
1.425000
—
1.656250
1.425000
—
$
471,909
$
421,557
$
415,337
$
341,095
$
296,733
(609,371)
(625,557)
(779,943)
(644,544)
(541,558)
250,365
(89,176)
644,886
307,105
253,944
Funds from operations – available to common
stockholders(3)
395,337
359,179
330,544
289,193
260,902
(1) Gross revenues include the aggregate of total revenue and interest and other income found on the Consolidated Statements of Income
and Comprehensive Income.
(2) Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated
financial statements to conform to the current period’s presentation, primarily to change the presentation of gain on disposition of real
estate on the Consolidated Statements of Income and Comprehensive Income. NNN has included gain on disposition of real estate as
a component of earnings from operations to present gain and losses on dispositions of properties in accordance with ASC 360-10-45-5.
The change was made for the prior periods as the Securities and Exchange Commission (the "Commission") has eliminated Rule
3-15(a) of Regulation S-X as part of Release No. 33-10532; 34-83875; IC-33203, which had required REITs to present gain and losses
on disposition of properties outside of continuing operations in the income statement.
(3) The National Association of Real Estate Investment Trusts (“NAREIT”) developed Funds from Operations (“FFO”) as a relative non-
U.S. generally accepted accounting principles (“GAAP”) financial measure of performance of a REIT in order to recognize that
income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by NAREIT and is
used by NNN as follows: net earnings (computed in accordance with GAAP) plus depreciation and amortization of real estate assets,
19
excluding gains (or losses) on the disposition of certain assets, any impairment charges on a depreciable real estate asset and NNN’s
share of these items from NNN’s unconsolidated partnerships and joint ventures.
Funds From Operations (FFO) Reconciliation
FFO is generally considered by industry analysts to be an appropriate measure of operating performance of real estate
companies. FFO does not necessarily represent cash provided by operating activities in accordance with GAAP and should
not be considered an alternative to net income as an indication of NNN’s operating performance or to cash flow as a measure
of liquidity or ability to make distributions. Management considers FFO an appropriate measure of operating performance of
an equity REIT because it primarily excludes the assumption that the value of the real estate assets diminishes predictably
over time, and because industry analysts have accepted it as an operating performance measure. NNN’s computation of FFO
may differ from the methodology for calculating FFO used by other equity REITs, and therefore, may not be comparable to
such other REITs.
The following table reconciles FFO to the most directly comparable GAAP measure, net earnings for the years ended
December 31:
Net earnings available to common stockholders
$
258,120
$
217,193
$
200,877
$
162,402
$
155,167
2018
2017
2016
2015
2014
Real estate depreciation and amortization:
Continuing operations
Discontinued operations
Gain on disposition of real estate, net of income tax
expense and noncontrolling interests
Impairment losses – depreciable real estate, net of
recoveries and income tax expense
174,076
173,404
148,779
134,380
115,888
—
—
—
—
3
(65,070)
(36,258)
(27,137)
(10,397)
(10,904)
28,211
4,840
8,025
2,808
748
FFO available to common stockholders
$
395,337
$
359,179
$
330,544
$
289,193
$
260,902
For a discussion of material events affecting the comparability of the information reflected in the selected financial data, refer
to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
20
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with "Item 6. Selected Financial Data," and the
consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K, and the forward-
looking disclaimer language in italics before "Item 1. Business."
The term "NNN" or the "Company" refers to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN
may elect to treat certain subsidiaries as taxable real estate investment trust subsidiaries, ("TRS").
Overview
NNN, a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. NNN's assets are
primarily real estate assets. NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants
under long-term net leases and are primarily held for investment ("Properties," or "Property Portfolio," or individually a
"Property").
NNN owned 2,969 Properties with an aggregate gross leasable area of approximately 30,487,000 square feet, located in 48
states, with a weighted average remaining lease term of 11.5 years as of December 31, 2018. Approximately 98 percent of the
Properties were leased as of December 31, 2018.
NNN’s management team focuses on certain key indicators to evaluate the financial condition and operating performance of
NNN. The key indicators for NNN include items such as: the composition of the Property Portfolio (such as tenant,
geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance
ratios and profitability measures, industry trends and industry performance compared to that of NNN.
NNN evaluates the creditworthiness of its current and prospective tenants. This evaluation may include reviewing available
financial statements, store level financial performance, press releases, public credit ratings from major credit rating agencies,
industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business and
operations of its tenants, including periodically meeting with senior management of certain tenants.
NNN continues to maintain its diversification by tenant, geography and tenant’s line of trade. NNN’s largest lines of trade
concentrations are the convenience store and restaurant (including full and limited service) sectors. These sectors represent a
large part of the freestanding retail property marketplace and NNN’s management believes these sectors present attractive
investment opportunities. The Property Portfolio is geographically concentrated in the south and southeast United States,
which are regions of historically above-average population growth. Given these concentrations, any financial hardship within
these sectors or geographic regions could have a material adverse effect on the financial condition and operating performance
of NNN.
As of December 31, 2018, 2017 and 2016, the Property Portfolio has remained at least 98 percent leased. As of December 31,
2018, the average remaining lease term of the Property Portfolio was 11.5 years, which was consistent with the past three
years. High occupancy levels coupled with a net lease structure, provides enhanced probability of maintaining operating
earnings.
Critical Accounting Policies and Estimates
The preparation of NNN’s consolidated financial statements in conformance with accounting principles generally accepted in
the United States of America requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses as well as other disclosures in the financial statements. On an ongoing basis,
management evaluates its estimates and assumptions; however, actual results may differ from these estimates and
assumptions, which in turn could have a material impact on NNN’s financial statements. A summary of NNN’s accounting
policies and procedures are included in Note 1 of NNN’s consolidated financial statements. Management believes the
following critical accounting policies, among others, affect its more significant estimates and assumptions used in the
preparation of NNN’s consolidated financial statements.
Real Estate Portfolio. NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of
Properties developed or funded by NNN includes direct and indirect costs of construction, property taxes, interest and other
miscellaneous costs incurred during the development period until the project is substantially complete and available for
occupancy.
21
Purchase Accounting for Acquisition of Real Estate Subject to a Lease. In accordance with the Financial Accounting
Standards Board ("FASB") guidance on business combinations, the fair value of the real estate acquired with in-place leases
is allocated based on their fair values to the acquired tangible assets, consisting of land, building and tenant improvements,
and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, and value of
in-place leases. Prior to the adoption of ASU 2017-01, "Business Combinations (Topic 805): Clarifying the definition of a
Business," on January 1, 2017, acquisition and closing costs incurred on the acquisition of real estate with an in-place lease
were expensed as incurred and recorded as real estate acquisition costs on the Consolidated Statements of Income and
Comprehensive Income. This change did not have a material impact on NNN's financial position or results of operations.
Impairment – Real Estate. Based upon certain events or changes in circumstances, management periodically assesses its
Properties for possible impairment whenever the carrying value of the asset, including accrued rental income, may not be
recoverable through operations. Events or circumstances that may occur include significant changes in real estate market
conditions or the ability of NNN to re-lease or sell properties that are vacant or become vacant in a reasonable period of time.
Management evaluates whether an impairment in carrying value has occurred by comparing the estimated future cash flows
(undiscounted and without interest charges), including the residual value of the real estate, with the carrying value of the
individual asset. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset
exceeds its estimated fair value.
Real Estate – Held For Sale. Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value,
less costs to sell.
Revenue Recognition. Rental revenues for properties under construction commence upon completion of construction of the
leased asset and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are
recognized when earned in accordance with the FASB guidance on accounting for leases, based on the terms of the lease of
the leased asset.
NNN's real estate is generally leased to tenants on a net lease basis, whereby the tenant is responsible for all operating
expenses relating to the Property, generally including property taxes, insurance, maintenance, utilities, repairs and capital
expenditures. The leases are accounted for using either the operating or the direct financing method. Such methods are
described below:
Operating method – Properties with leases accounted for using the operating method are recorded at the cost of
the real estate. Revenue is recognized as rentals are earned and expenses (including depreciation) are charged to
operations as incurred. Buildings are depreciated on the straight-line method over their estimated useful lives.
Leasehold interests are amortized on the straight-line method over the terms of their respective leases. When
scheduled rental revenue varies during the lease term, income is recognized on a straight-line basis so as to
produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference
between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis.
Direct financing method – Properties with leases accounted for using the direct financing method are recorded at
their net investment (which at the inception of the lease generally represents the cost of the Property). Unearned
income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of
return on NNN’s net investment in the leases.
New Accounting Pronouncements. Refer to Note 1 of the December 31, 2018, Consolidated Financial Statements for a
summary and the anticipated impact of each accounting pronouncement on NNN's financial position or results of operations.
22
Results of Operations
Property Analysis
General. The following table summarizes the Property Portfolio as of December 31:
Properties Owned:
Number
Total gross leasable area (square feet)
Properties:
Leased and unimproved land
Percent of Properties – leased and unimproved land
Weighted average remaining lease term (years)
Total gross leasable area (square feet) – leased
2018
2017
2016
2,969
2,764
2,535
30,487,000
29,093,000
27,204,000
2,917
98%
11.5
2,740
99%
11.5
2,508
99%
11.6
29,439,000
28,703,000
26,700,000
The following table summarizes the lease expirations, assuming none of the tenants exercise renewal options, of the Property
Portfolio for each of the next 10 years and then thereafter in the aggregate as of December 31, 2018:
% of
Annual
Base Rent(1)
1.7%
3.0%
3.8%
5.9%
2.9%
3.0%
# of
Properties
51
116
121
124
113
75
2019
2020
2021
2022
2023
2024
Gross
Leasable
Area(2)
648,000
1,498,000
1,317,000
1,636,000
2025
2026
2027
2028
% of
Annual
Base Rent(1)
4.4%
5.0%
7.6%
5.0%
# of
Properties
129
179
193
162
Gross
Leasable
Area(2)
1,130,000
1,697,000
2,600,000
1,188,000
1,420,000
Thereafter
57.7%
1,651
15,021,000
1,284,000
(1) Based on the annualized base rent for all leases in place as of December 31, 2018.
(2) Approximate square feet.
The following table summarizes the diversification of the Property Portfolio based on the top 10 lines of trade:
Top 10 Lines of Trade
Convenience stores
Restaurants - full service
Restaurants - limited service
Automotive service
Family entertainment centers
Health and fitness
Theaters
Automotive parts
Recreational vehicle dealers, parts and accessories
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. Wholesale clubs
Other
% of Annual Base Rent(1)
2018
18.0%
11.4%
8.9%
8.6%
7.1%
5.6%
5.0%
3.4%
3.4%
2.3%
2017
18.1%
12.1%
7.6%
6.9%
6.4%
5.6%
4.8%
3.6%
3.4%
2.2%
2016
16.9%
11.8%
7.5%
6.6%
5.8%
5.7%
4.9%
3.9%
3.4%
2.4%
26.3%
100.0%
29.3%
100.0%
31.1%
100.0%
(1) Based on annualized base rent for all leases in place as of December 31 of the respective year.
23
The following table summarizes the diversification of the Property Portfolio by state as of December 31, 2018:
State
Texas
Florida
Ohio
Illinois
North Carolina
Georgia
Tennessee
Indiana
Virginia
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Alabama
Other
# of Properties
472
219
195
141
148
143
138
125
114
132
% of Annual
Base Rent(1)
17.3%
8.7%
5.7%
5.2%
4.6%
4.5%
3.9%
3.9%
3.7%
3.1%
1,142
2,969
39.4%
100.0%
(1) Based on annualized base rent for all leases in place as of December 31, 2018.
Property Acquisitions. The following table summarizes the Property acquisitions for each of the years ended December 31
(dollars in thousands):
Acquisitions:
Number of Properties
2018
2017
2016
265
276
313
Gross leasable area (square feet)
2,167,000
2,243,000
2,734,000
Initial cash yield
Total dollars invested(1)
6.8%
6.9%
6.9%
$
715,572
$
754,892
$
846,906
(1)
Includes dollars invested in projects under construction or tenant improvements for each respective year.
NNN typically funds Property acquisitions either through borrowings under NNN's unsecured revolving credit facility (the
"Credit Facility") or by issuing its debt or equity securities in the capital markets.
Property Dispositions. The following table summarizes the Properties sold by NNN for each of the years ended
December 31 (dollars in thousands):
Number of properties
Gross leasable area (square feet)
Net sales proceeds
Gain on disposition of real estate
Cap rate
2018
2017
2016
61
686,000
147,646
65,070
5.1%
$
$
48
346,000
96,757
36,655
6.0%
$
$
38
490,000
103,215
27,182
6.8%
$
$
NNN typically uses the proceeds from a Property disposition to either pay down the Credit Facility or reinvest in real estate.
24
Analysis of Revenue
General. During the year ended December 31, 2018, NNN’s rental income increased primarily due to the increase in rental
income from Property acquisitions (See "Results of Operations – Property Analysis – Property Acquisitions"). NNN
anticipates increases in rental income will continue to come from additional Property acquisitions and increases in rents
pursuant to existing lease terms.
The following summarizes NNN’s revenues (dollars in thousands):
2018
2017
2016
Percent of Total
2017
2018
2016
2018
Versus
2017
Percent
2017
Versus
2016
Percent
Rental Income(1)
Real estate expense
reimbursement from tenants
Interest and other income from
real estate transactions
Total revenues
$ 604,615
$ 568,083
$ 515,954
97.1%
97.1%
96.7%
6.4 %
10.1 %
16,784
15,512
14,984
1,262
1,338
2,709
2.7%
0.2%
2.7%
0.2%
2.8%
0.5%
$ 622,661
$ 584,933
$ 533,647
100.0%
100.0%
100.0%
8.2 %
3.5 %
(5.7)%
6.4 %
(50.6)%
9.6 %
(1)
Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Income").
Comparison of Revenues – 2018 versus 2017
Rental Income. Rental Income increased in amount but remained flat as a percent of the total revenues for the year ended
December 31, 2018 as compared to the same period in 2017. The increase for the year ended December 31, 2018 is primarily
due to a partial year of Rental Income received as a result of the acquisition of 265 Properties with aggregate gross leasable
area of approximately 2,167,000 square feet during 2018 and a full year of Rental Income received as a result of the
acquisition of 276 Properties with a gross leasable area of approximately 2,243,000 square feet in 2017.
Comparison of Revenues – 2017 versus 2016
Rental Income. Rental Income increased in amount and as a percent of the total revenues for the year ended December 31,
2017 as compared to the same period in 2016. The increase for the year ended December 31, 2017 is primarily due to a
partial year of Rental Income received as a result of the acquisition of 276 Properties with aggregate gross leasable area of
approximately 2,243,000 square feet during 2017 and a full year of Rental Income received as a result of the acquisition of
313 Properties with a gross leasable area of approximately 2,734,000 square feet in 2016.
25
Analysis of Expenses
General. Operating expenses increased primarily due to an increase in impairment losses recognized on real estate during the
year ended December 31, 2018, as compared to the same period in 2017. The following summarizes NNN’s expenses for the
year ended December 31 (dollars in thousands):
General and administrative
Real estate
Depreciation and amortization
Impairment – commercial mortgage residual interests valuation
Impairment losses – real estate and other charges, net of recoveries
Retirement severance costs
Total operating expenses
Interest and other income
Interest expense
Real estate acquisition costs
Loss on early extinguishment of debt
Total other expenses (revenues)
2018
2017
2016
$
34,248
$
33,805
$
25,099
174,398
—
28,211
1,013
23,105
173,720
—
8,955
7,845
36,508
20,852
149,101
6,830
11,287
—
$
$
262,969
$
247,430
$
224,578
(1,810) $
(322) $
115,847
—
18,240
109,109
—
—
(170)
96,352
563
—
$
132,277
$
108,787
$
96,745
General and administrative
Real estate
Percentage of Total Expenses
Percentage of
Revenues
2018
2017
2016
2018
2017
2016
13.0 %
13.7 %
16.3 %
9.6 %
9.3 %
9.3 %
5.5 %
4.0 %
5.8 %
4.0 %
6.9%
3.9%
Depreciation and amortization
66.3 %
70.2 %
66.4 % 28.0 % 29.7 % 27.9%
Impairment – commercial mortgage
residual interests valuation
Impairment losses – real estate and
other charges, net of recoveries
Retirement severance costs
Total operating expenses
Interest and other income
Interest expense
Real estate acquisition costs
Loss on early extinguishment of
debt
—
—
3.0 %
—
—
10.7 %
0.4 %
3.6 %
3.2 %
5.0 %
—
4.5 %
0.2 %
1.5 %
1.3 %
1.3%
2.1%
—
100.0 % 100.0 % 100.0 % 42.2 % 42.3 % 42.1%
(1.4)%
(0.3)%
(0.2)% (0.3)% (0.1)%
—
462.1 %
87.6 % 100.3 %
99.6 % 18.6 % 18.7 % 18.1%
—
13.8 %
—
—
0.6 %
—
—
2.9 %
—
—
0.1%
—
Total other expenses (revenues)
100.0 % 100.0 % 100.0 % 21.2 % 18.6 % 18.2%
(1) Not calculable ("N/C")
Comparison of Expenses – 2018 versus 2017
2018
Versus
2017
Percent
2017
Versus
2016
Percent
1.3 %
8.6 %
0.4 %
(7.4)%
10.8 %
16.5 %
—
(100.0)%
215.0 %
(87.1)%
6.3 %
6.2 %
—
N/C (1)
21.6 %
(20.7)%
N/C (1)
10.2 %
89.4 %
13.2 %
(100.0)%
—
12.4 %
General and Administrative Expenses. General and administrative expenses increased in amount but decreased as a
percentage of total operating expenses and as a percentage of revenues for the year ended December 31, 2018, as compared
to the same period in 2017. The increase in general and administrative expenses for the year ended December 31, 2018, is
primarily attributable to an increase in compensation costs.
26
Real Estate. Real estate expenses increased in amount and as a percentage of total operating expenses and remained flat as a
percentage of revenues for the year ended December 31, 2018, as compared to the same period in 2017. NNN focuses on real
estate expenses, net of reimbursements from tenants. NNN's net real estate expenses for the years ended December 31, 2018
and 2017 were $8,315,000 and $7,593,000, respectively. The increase is primarily attributable to expenses from certain
properties that became vacant during the years ended December 31, 2018 and 2017.
Depreciation and Amortization. Depreciation and amortization expenses increased in amount but decreased as a percentage
of total operating expenses and as a percentage of revenues for the year ended December 31, 2018, as compared to the same
period in 2017. The increase in expenses is primarily due to the acquisition of 265 Properties with an aggregate gross leasable
area of approximately 2,167,000 square feet in 2018 and 276 Properties with an aggregate gross leasable area of
approximately 2,243,000 square feet during 2017.
Impairment Losses – Real Estate and Other Charges, Net of Recoveries. NNN reviews long-lived assets for impairment
whenever certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Events or circumstances that may occur include changes in real estate market conditions, the ability of NNN to re-lease
properties that are currently vacant or become vacant, and the ability to sell properties at a price that exceeds NNN's carrying
value. Management evaluates whether an impairment in value has occurred by comparing the estimated future cash flows
(undiscounted and without interest charges), and the residual value of the real estate, with the carrying cost of the individual
asset. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds
its fair value. During the years ended December 31, 2018 and 2017, NNN recorded $28,211,000 and $4,953,000,
respectively, of real estate impairments. NNN also recorded a $4,000,000 contract dispute settlement charge during the year
ended December 31, 2017.
Retirement Severance Costs. For the years ended December 31, 2018 and 2017, retirement severance costs relate primarily to
Craig Macnab's retirement as CEO on April 28, 2017.
Interest Expense. Interest expense increased in amount, decreased as a percentage of total other expenses (revenues) and
remained relatively flat as a percentage of revenues for the year ended December 31, 2018, as compared to the same period in
2017.
The following represents the primary changes in debt that have impacted interest expense:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
the issuance in September 2017 of $400,000,000 principal amount of notes payable with a maturity of
October 2027, and stated interest rate of 3.500%,
the repayment in October 2017 of $250,000,000 principal amount of notes payable with a stated interest
rate of 6.875%,
the issuance in September 2018 of $400,000,000 principal amount of notes payable with a maturity of
October 2028, and stated interest rate of 4.300%,
the issuance in September 2018 of $300,000,000 principal amount of notes payable with a maturity of
October 2048, and stated interest rate of 4.800%,
the redemption in October 2018 of $300,000,000 principal amount of notes payable with a maturity of July
2021, and stated interest rate of 5.500%, and
the increase of $23,341,000 in the weighted average outstanding balance on the Credit Facility and a higher
weighted average interest rate for the year ended December 31, 2018, as compared to the same period in
2017.
Loss on Early Extinguishment of Debt. In October 2018, NNN redeemed the $300,000,000 5.500% notes payable that were
due in July 2021. The notes were redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount
of $18,240,000, and (ii) all accrued and unpaid interest.
Comparison of Expenses – 2017 versus 2016
General and Administrative Expenses. General and administrative expenses decreased in amount for the year ended
December 31, 2017, as compared to the same period in 2016, as well as a percentage of total operating expenses and as a
percentage of revenues. The decrease in general and administrative expenses for the year ended December 31, 2017, is
primarily attributable to a decrease in compensation costs.
27
Real Estate. Real estate expenses increased for the year ended December 31, 2017, as compared to the same period in 2016,
but remained flat as a percentage of total operating expenses and as a percentage of revenues. The increase is primarily due to
increases in reimbursable and non-reimbursable expenses from certain properties acquired during the year ended December
31, 2017, and from certain properties acquired during the year ended December 31, 2016, as well as expenses on vacant
properties.
Depreciation and Amortization. Depreciation and amortization expenses increased in amount, as a percentage of total
operating expenses and as a percentage of revenues for the year ended December 31, 2017, as compared to the year ended
December 31, 2016. The increase in expenses is primarily due to the acquisition of 276 Properties with an aggregate gross
leasable area of approximately 2,243,000 square feet in 2017 and 313 Properties with an aggregate gross leasable area of
approximately 2,734,000 square feet during 2016.
Impairment Losses – Real Estate and Other Charges, Net of Recoveries. NNN reviews long-lived assets for impairment
whenever certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Events or circumstances that may occur include changes in real estate market conditions, the ability of NNN to re-lease
properties that are currently vacant or become vacant, and the ability to sell properties at a price that exceeds NNN's carrying
value. Management evaluates whether an impairment in value has occurred by comparing the estimated future cash flows
(undiscounted and without interest charges), and the residual value of the real estate, with the carrying cost of the individual
asset. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds
its fair value. During the years ended December 31, 2017 and 2016, NNN recorded $4,953,000 and $8,025,000, respectively,
of real estate impairments. NNN also recorded a $4,000,000 contract dispute settlement charge during the year ended
December 31, 2017 and a $3,269,000 loss on mortgages receivable for the year ended December 31, 2016.
Retirement Severance Costs. For the year ended December 31, 2017, retirement severance costs relate primarily to Craig
Macnab's retirement as CEO on April 28, 2017.
Interest Expense. Interest expense increased in amount, as a percentage of total other expenses (revenues) and as a
percentage of revenues for the year ended December 31, 2017, as compared to the same period in 2016.
The following represents the primary changes in debt that have impacted interest expense:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
the repayment in January 2016 of $5,876,000 principal amount of mortgages payable with an interest rate
of 5.750%,
the repayment in March 2016 of $722,000 principal amount of mortgages payable with an interest rate of
6.900%,
the repayment in October 2016 of $2,709,000 principal amount of mortgages payable with an interest rate
of 6.400%,
the issuance in December 2016 of $350,000,000 principal amount of notes payable with a maturity of
December 2026, and stated interest rate of 3.600%,
the issuance in September 2017 of $400,000,000 principal amount of notes payable with a maturity of
October 2027, and stated interest rate of 3.500%,
the repayment in October 2017 of $250,000,000 principal amount of notes payable with a stated interest
rate of 6.875%, and
the increase of $28,138,000 in the weighted average outstanding balance on the Credit Facility and a higher
weighted average interest rate for the year ended December 31, 2017, as compared to the same period in
2016.
Impact of Inflation
NNN’s leases typically contain provisions to mitigate the adverse impact of inflation on NNN’s results of operations. Tenant
leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, and/
or, to a lesser extent, increases in the tenant’s sales volume. During times when inflation is greater than increases in rent, rent
increases will not keep up with the rate of inflation.
Properties are leased to tenants under long-term, net leases which typically require the tenant to pay certain operating
expenses for a Property, thus, NNN’s exposure to inflation is reduced with respect to these expenses. Inflation may have an
adverse impact on NNN’s tenants.
28
Liquidity
General. NNN’s demand for funds has been and will continue to be primarily for (i) payment of operating expenses and cash
dividends; (ii) Property acquisitions and development; (iii) capital expenditures; (iv) payment of principal and interest on its
outstanding indebtedness; and (v) other investments.
NNN expects to meet short-term liquidity requirements through cash provided from operations and NNN’s Credit Facility. As
of December 31, 2018, there was no outstanding balance and $900,000,000 was available for future borrowings under the
Credit Facility. NNN anticipates its long-term capital needs will be funded by the Credit Facility, cash provided from
operations, the issuance of long-term debt or the issuance of common or preferred equity or other instruments convertible
into or exchangeable for common or preferred equity. However, there can be no assurance that additional financing or capital
will be available, or that the terms will be acceptable or advantageous to NNN.
Cash and Cash Equivalents. NNN's cash and cash equivalents includes the aggregate of cash and cash equivalents and
restricted cash and cash held in escrow from the Consolidated Balance Sheets. The table below summarizes NNN’s cash
flows for each of the years ended December 31 (dollars in thousands):
Cash and cash equivalents:
Provided by operating activities
Used in investing activities
Provided by (used in) financing activities
Increase (decrease)
Net cash at beginning of year
Net cash at end of year
2018
2017
2016
$
471,909
$
421,557
$
415,337
(609,371)
250,365
112,903
1,364
(625,557)
(89,176)
(293,176)
294,540
$
114,267
$
1,364
$
(779,943)
644,886
280,280
14,260
294,540
Cash provided by operating activities represents cash received primarily from Rental Income and interest income less cash
used for general and administrative expenses. NNN’s cash flow from operating activities has been sufficient to pay the
distributions for each period presented. The change in cash provided by operations for the years ended December 31, 2018,
2017 and 2016, is primarily the result of changes in revenues and expenses as discussed in “Results of Operations.” Cash
generated from operations is expected to fluctuate in the future.
Changes in cash for investing activities are primarily attributable to acquisitions and dispositions of Properties. NNN
typically uses proceeds from its Credit Facility to fund the acquisition of its Properties.
NNN’s financing activities for the year ended December 31, 2018, included the following significant transactions:
•
•
•
•
•
•
•
•
•
$393,502,000 in net proceeds from the issuance in September of the 4.300% notes payable due in October
2028,
$292,386,000 in net proceeds from the issuance in September of the 4.800% notes payable due in October
2048,
$300,000,000 in redemption of the 5.500% notes payable in October,
$18,240,000 payment of the make-whole amount from the early redemption of the 5.500% notes payable in
October,
$13,264,000 in net proceeds from the issuance of 311,048 shares of common stock in connection with the
Dividend Reinvestment and Stock Purchase Plan (“DRIP”),
$328,196,000 in net proceeds from the issuance of 7,378,163 shares of common stock in connection with
the at-the-market ("ATM") equity program,
$16,387,000 in dividends paid to holders of the depositary shares of NNN’s 5.700% Series E Cumulative
Redeemable Preferred Stock (the "Series E Preferred Stock"),
$17,940,000 in dividends paid to holders of the depositary shares of NNN’s 5.200% Series F Cumulative
Redeemable Preferred Stock (the "Series F Preferred Stock"), and
$303,164,000 in dividends paid to common stockholders.
29
Financing Strategy. NNN’s financing objective is to manage its capital structure effectively in order to provide sufficient
capital to execute its operating strategy while servicing its debt requirements, maintaining its investment grade credit rating,
staggering debt maturities and providing value to NNN’s stockholders. NNN generally utilizes debt and equity security
offerings, bank borrowings, proceeds from the disposition of certain properties, and to a lesser extent, internally generated
funds to meet its capital needs.
NNN typically funds its short-term liquidity requirements, including investments in additional Properties, with cash from its
Credit Facility. As of December 31, 2018, there was no outstanding balance and $900,000,000 was available for future
borrowings under the Credit Facility.
As of December 31, 2018, NNN’s ratio of total debt to total gross assets (before accumulated depreciation and amortization)
was approximately 35 percent and the ratio of secured indebtedness to total gross assets was less than one percent. The ratio
of total debt to total market capitalization was approximately 25 percent. Certain financial agreements to which NNN is a
party contain covenants that limit NNN’s ability to incur additional debt under certain circumstances. The organizational
documents of NNN do not limit the absolute amount or percentage of indebtedness that NNN may incur. Additionally, NNN
may change its financing strategy.
Contractual Obligations and Commercial Commitments. The information in the following table summarizes NNN’s
contractual obligations and commercial commitments outstanding as of December 31, 2018. The table presents principal cash
flows by year-end of the expected maturity for debt obligations and commercial commitments outstanding as of
December 31, 2018.
Expected Maturity Date (dollars in thousands)
Long-term debt(1)
Long-term debt – interest(2)
Operating lease
Total
2019
2020
2021
2022
2023
Thereafter
$ 2,887,404
$
567
$
596
$
630
$ 325,664
$ 359,947
$ 2,200,000
1,104,365
112,394
112,365
112,331
109,724
91,520
566,031
4,991
758
773
788
804
821
1,047
Total contractual cash obligations
$ 3,996,760
$ 113,719
$ 113,734
$ 113,749
$ 436,192
$ 452,288
$ 2,767,078
(1)
(2)
Includes only principal amounts outstanding under mortgages payable and notes payable and excludes unamortized mortgage
premiums, note discounts and note costs.
Interest calculation based on stated rate of the principal amount.
In addition to the contractual obligations outlined above, NNN has committed to fund construction on 19 Properties. The
improvements on such Properties are estimated to be completed within 12 months. These construction commitments, at
December 31, 2018, are outlined in the table below (dollars in thousands):
Total commitment(1)
Less amount funded
Remaining commitment
$
$
34,756
13,588
21,168
(1) Includes land, construction costs, tenant improvements, lease costs and capitalized interest
As of December 31, 2018, NNN did not have any other material contractual cash obligations, such as purchase obligations,
financing lease obligations or other long-term liabilities other than those reflected in the table. In addition to items reflected
in the table, NNN has issued preferred stock with cumulative preferential cash distributions, as described below under
“Dividends.”
Management anticipates satisfying these obligations with a combination of NNN’s cash provided from operations, current
capital resources on hand, its Credit Facility, debt or equity financings and asset dispositions.
Generally the Properties are leased under long-term net leases, which require the tenant to pay all property taxes and
assessments, to maintain the interior and exterior of the Property, and to carry property and liability insurance coverage.
Therefore, management anticipates that capital demands to meet obligations with respect to these Properties will be modest
for the foreseeable future and can be met with funds from operations and working capital. Certain Properties are subject to
leases under which NNN retains responsibility for specific costs and expenses associated with the Property. Management
anticipates the costs associated with these Properties, NNN's vacant Properties or those Properties that become vacant will
also be met with funds from operations and working capital. NNN may be required to borrow under its Credit Facility or use
other sources of capital in the event of significant capital expenditures or major repairs.
30
The lost revenues and increased property expenses resulting from vacant Properties or uncollectibility of lease revenues could
have a material adverse effect on the liquidity and results of operations if NNN is unable to re-lease the Properties at
comparable rental rates and in a timely manner. As of December 31, 2018, NNN owned 52 vacant, un-leased Properties
which accounted for approximately two percent of total Properties held in the Property Portfolio. Additionally, as of
January 31, 2019, less than one percent of total Properties held in the Property Portfolio was leased to one tenant that filed a
voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, this tenant has the right to reject
or affirm its leases with NNN.
NNN generally monitors the financial performance of its significant tenants on an ongoing basis.
Dividends. NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code
of 1986, as amended (the "Code"), and related regulations and intends to continue to operate so as to remain qualified as a
REIT for federal income tax purposes. NNN generally will not be subject to federal income tax on income that it distributes
to its stockholders, provided that it distributes 100 percent of its REIT taxable income and meets certain other requirements
for qualifying as a REIT. If NNN fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its
taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax
purposes for the four years following the year during which qualification is lost. Such an event could materially adversely
affect NNN’s income and ability to pay dividends. NNN believes it has been structured as, and its past and present operations
qualify NNN as, a REIT.
One of NNN’s primary objectives is to distribute a substantial portion of its funds available from operations to its
stockholders in the form of dividends, while retaining sufficient cash for reserves and working capital purposes and
maintaining its status as a REIT.
The following table outlines the dividends declared and paid for NNN's common stock for the years ended December 31
(dollars in thousands, except per share data):
Dividends
Per share
$
2018
303,164
1.950
$
2017
277,120
1.860
$
2016
257,007
1.780
The following presents the characterizations for tax purposes of such common stock dividends for the years ended
December 31:
2018
2017
2016
Ordinary dividends
Capital gain
Unrecaptured Section 1250 Gain
Nontaxable distributions
$
1.658604
85.0566% (1) $
0.015534
0.042818
0.233044
0.7966%
2.1958%
11.9510%
1.559781
0.035041
0.012194
0.252984
83.8592%
$
1.513705
85.0396%
1.8839%
0.6556%
—
—
—
—
13.6013%
0.266295
14.9604%
$
1.950000
100.0000%
$
1.860000
100.0000%
$
1.780000
100.0000%
(1) Eligible for the 20% qualified business income deduction under section 199A of the Code that was established by the Tax Cuts and
Jobs Act signed into law on December 22, 2017, ("TCJA").
On January 15, 2019, NNN declared a dividend of $0.500 per share, payable February 15, 2019, to its common stockholders
of record as of January 31, 2019.
31
Holders of NNN’s preferred stock issuances are entitled to receive, when and as authorized by the Board of Directors,
cumulative preferential cash distributions based on the stated rate and liquidation preference per annum. The following table
outlines the dividends declared and paid for NNN's preferred stock for the years ended December 31 (dollars in thousands,
except per share data):
Series D Preferred Stock(1):
Dividends
Per share
Series E Preferred Stock(2):
Dividends
Per share
Series F Preferred Stock(3):
Dividends
Per share
2018
2017
2016
$
— $
—
3,598
0.312847
$
19,047
1.656250
16,387
1.425000
16,387
1.425000
16,387
1.425000
17,940
1.300000
17,940
1.300000
3,189
0.231111
(1) The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 include
accumulated and unpaid dividends through the redemption date.
(2) The Series E Preferred Stock has no maturity date and will remain outstanding unless redeemed by
NNN. As of May 2018, the Series E Preferred Stock is redeemable by NNN.
(3) The Series F Preferred Stock was issued in October 2016 and has no maturity date and will remain
outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is
October 2021.
32
The following presents the characterizations for tax purposes of such preferred stock dividends for the years ended
December 31:
2018
Percentage of Total
Series E
Series F (2)
2017
Percentage of Total
Series D (1)
Series E
Series F (2)
2016
Percentage of Total
Ordinary
Dividends
Capital Gain
Unrecaptured
Section 1250
Gain
Totals
96.6015% (3)
0.9047%
2.4938%
100.0000%
$ 1.376571
$ 1.255820
$ 0.012892
$ 0.011761
$ 0.035537
$ 0.032419
$ 1.425000
$ 1.300000
97.0607%
2.1804%
0.7589%
100.0000%
$ 0.303652
$ 1.383115
$ 1.261789
$ 0.006821
$ 0.031071
$ 0.028345
$ 0.002374
$ 0.010814
$ 0.009866
$ 0.312847
$ 1.425000
$ 1.300000
100.0000%
—
—
100.0000%
Series D (1)
$ 1.656250
$ 1.425000
Series E
Series F (2)
$ 0.231111
(1) The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 included
accumulated and unpaid dividends through the redemption date.
—
—
—
—
—
—
$ 1.656250
$ 1.425000
$ 0.231111
(2) The Series F Preferred Stock was issued in October 2016.
(3) Eligible for the 20% qualified business income deduction under section 199A of the Code as established by the
TCJA.
Capital Resources
Generally, cash needs for Property acquisitions, debt payments, capital expenditures, development and other investments
have been funded by equity and debt offerings, bank borrowings, the sale of Properties and, to a lesser extent, by internally
generated funds. Cash needs for operating and interest expenses and dividends have generally been funded by internally
generated funds. If available, future sources of capital include proceeds from the public or private offering of NNN’s debt or
equity securities, secured or unsecured borrowings from banks or other lenders, proceeds from the sale of Properties, as well
as undistributed funds from operations.
Debt
The following is a summary of NNN’s total outstanding debt as of December 31 (dollars in thousands):
Line of credit payable
Mortgages payable
Notes payable
Total outstanding debt
$
2018
—
12,694
2,838,701
Percentage
of Total
2017
Percentage
of Total
— $
120,500
0.4%
99.6%
13,300
2,446,407
4.7%
0.5%
94.8%
100.0%
$
2,851,395
100.0% $
2,580,207
Indebtedness. NNN expects to use indebtedness primarily for property acquisitions and development of single-tenant retail
properties, either directly or through investment interests. Additionally, indebtedness may be used to refinance existing
indebtedness.
33
Line of Credit Payable. In October 2017, NNN amended its credit agreement to increase the borrowing capacity under its
unsecured revolving credit facility from $650,000,000 to $900,000,000 and amend certain other terms under the former
revolving credit facility (as the context requires, the previous and new revolving credit facility, the "Credit Facility"). The
Credit Facility had a weighted average outstanding balance of $121,587,000 and a weighted average interest rate of 2.8% for
the year ended December 31, 2018. The Credit Facility matures January 2022, unless the Company exercises its option to
extend maturity to January 2023. As of December 31, 2018, the Credit Facility bears interest at LIBOR plus 87.5 basis points;
however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. The Credit
Facility also includes an accordion feature for NNN to increase the facility size up to $1,600,000,000, subject to lender
approval. As of December 31, 2018, there was no outstanding balance and $900,000,000 was available for future borrowings
under the Credit Facility.
In accordance with the terms of the Credit Facility, NNN is required to meet certain restrictive financial covenants, which,
among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage,
and (iv) investment limitations. At December 31, 2018, NNN was in compliance with those covenants. In the event that NNN
violates any of these restrictive financial covenants, it could cause the indebtedness under the Credit Facility to be accelerated
and may impair NNN’s access to the debt and equity markets and limit NNN’s ability to pay dividends to its common and
preferred stockholders, each of which would likely have a material adverse impact on NNN’s financial condition and results
of operations.
Mortgages Payable. As of December 31, 2018 and 2017, NNN had mortgages payable, including unamortized premium
and net of unamortized debt costs, of $12,694,000 and $13,300,000 respectively. The mortgages payable had an interest rate
of 5.23% and matures July 2023. The loan is secured by a first lien on five of the Properties and the carrying value of the
assets was $20,430,000 at December 31, 2018.
Notes Payable. Each of NNN’s outstanding series of unsecured notes is summarized in the table below (dollars in
thousands):
Notes(1)
Issue Date
Principal
Discount(2)
Net
Price
Stated
Rate
Effective
Rate(3)
Maturity
Date
2022
2023(4)
2024(5)
2025(6)
2026(7)
2027(8)
2028(9)
2048
August 2012
$ 325,000
$
4,989
$ 320,011
3.800%
3.985%
October 2022
April 2013
May 2014
October 2015
December 2016
September 2017
September 2018
September 2018
350,000
350,000
400,000
350,000
400,000
400,000
300,000
2,594
347,406
3.300%
3.388%
April 2023
707
964
3,860
1,628
2,848
4,239
349,293
3.900%
3.924%
June 2024
399,036
4.000%
4.029%
November 2025
346,140
3.600%
3.733%
December 2026
398,372
3.500%
3.548%
October 2027
397,152
4.300%
4.388%
October 2028
295,761
4.800%
4.890%
October 2048
(1) The proceeds from the note issuance were used to pay down outstanding indebtedness of NNN’s Credit Facility, fund future property
acquisitions and for general corporate purposes. Proceeds from the issuance of the 2028 Notes and the 2048 Notes were also used to
redeem all of the $300,000 5.500% notes payable that were due 2021.
(2) The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest
method.
(3)
Includes the effects of the discount at issuance.
(4) NNN entered into four forward starting swaps with an aggregate notional amount of $240,000. Upon issuance of the 2023 Notes,
NNN terminated the forward starting swaps resulting in a liability of $3,156, of which $3,141 was deferred in other comprehensive
income. The deferred liability is being amortized over the term of the notes using the effective interest method.
(5) NNN entered into three forward starting swaps with an aggregate notional amount of $225,000. Upon issuance of the 2024 Notes,
NNN terminated the forward starting swaps resulting in a liability of $6,312, which was deferred in other comprehensive income. The
deferred liability is being amortized over the term of the notes using the effective interest method.
(6) NNN entered into four forward starting swaps with an aggregate notional amount of $300,000. Upon issuance of the 2025 Notes,
NNN terminated the forward starting swaps resulting in a liability of $13,369, which was deferred in other comprehensive income.
The deferred liability is being amortized over the term of the notes using the effective interest method.
(7) NNN entered into two forward starting swaps with an aggregate notional amount of $180,000. Upon issuance of the 2026 Notes, NNN
terminated the forward starting swaps resulting in a gain of $13,345, which was deferred in other comprehensive income. The deferred
asset is being amortized over the term of the notes using the effective interest method.
34
(8) NNN entered into two forward starting swaps with an aggregate notional amount of $250,000. Upon issuance of the 2027 Notes, NNN
terminated the forward starting swaps resulting in a liability of $7,690, of which $7,688 was deferred in other comprehensive income.
The deferred liability is being amortized over the term of the notes using the effective interest method.
(9) NNN entered into two forward starting swaps with an aggregate notional amount of $250,000. Upon issuance of the 2028 Notes, NNN
terminated the forward starting swaps resulting in a gain of $4,080, which was deferred in other comprehensive income. The gain is
being amortized over the term of the notes using the effective interest method.
Each series of notes represents senior, unsecured obligations of NNN and is subordinated to all secured indebtedness of
NNN. The notes are redeemable at the option of NNN, in whole or in part, at a redemption price equal to the sum of (i) the
principal amount of the notes being redeemed plus all accrued and unpaid interest thereon through the redemption date, and
(ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.
In connection with the outstanding note offerings, NNN incurred debt issuance costs totaling $26,932,000 consisting
primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses.
Debt issuance costs for all note issuances have been deferred and are being amortized over the term of the respective notes
using the effective interest method.
In October 2017, NNN repaid the $250,000,000 6.875% notes payable that were due in October 2017.
In October 2018, NNN redeemed the $300,000,000 5.500% notes payable that were due in July 2021. The notes were
redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of $18,240,000, and (ii) all accrued
and unpaid interest.
In accordance with the terms of the indentures, pursuant to which NNN’s notes have been issued, NNN is required to meet
certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios, and
(ii) certain interest coverage. At December 31, 2018, NNN was in compliance with those covenants. NNN’s failure to comply
with certain of its debt covenants could result in defaults that accelerate the payment under such debt and limit the dividends
paid to NNN’s common and preferred stockholders which would likely have a material adverse impact on NNN’s financial
condition and results of operations. In addition, these defaults could impair its access to the debt and equity markets.
Debt and Equity Securities
NNN has used, and expects to use in the future, issuances of debt and equity securities primarily to pay down its outstanding
indebtedness and to finance acquisitions. In February 2018, NNN filed a shelf registration statement with the Securities and
Exchange Commission (the “Commission”) which was automatically effective and permits the issuance by NNN of an
indeterminate amount of debt and equity securities.
A description of NNN’s outstanding series of publicly held notes is found under “Debt – Notes Payable” above.
NNN completed the following underwritten public offerings of cumulative redeemable preferred stock that are still
outstanding ("Preferred Stock Shares") (dollars in thousands, except per share data):
Dividend
Rate(1)
Issued
5.700% May 2013
Depositary
Shares
Outstanding(2)
11,500,000
Gross
Proceeds
Stock
Issuance
Costs(3)
Dividend
Per
Depositary
Share
Earliest
Redemption
Date(4)
$ 287,500
$
9,856
$ 1.425000 May 2018
5.200% October 2016
13,800,000
345,000
10,897
1.300000 October 2021
Series
Series E(5)
Series F(6)
(1) Holders are entitled to receive, when and as authorized by the Board of Directors, cumulative preferential cash dividends.
(2) Representing 1/100th of a preferred share. Series E issuance included 1,500,000 depositary shares in connection with the
underwriters' over-allotment. Series F issuance included 1,800,000 depositary shares in connection with the underwriters'
over-allotment.
(3) Consisting primarily of underwriting commissions and fees, rating agency fees, legal and accounting fees and printing
expenses.
(4) NNN may redeem the preferred stock underlying the depositary shares at a redemption price of $2,500.00 per share (or $25.00
per depositary share), plus all accumulated and unpaid dividends.
(5) NNN used the net proceeds from the offering for general corporate purposes and funding property acquisitions.
(6) NNN used the net proceeds from the offering to repay outstanding indebtedness under its Credit Facility, fund property
acquisitions and for general corporate purposes.
35
The Preferred Stock Shares underlying the depositary shares rank senior to NNN’s common stock with respect to dividend
rights and rights upon liquidation, dissolution or winding up of NNN. The Preferred Stock Shares have no maturity date and
will remain outstanding unless redeemed. In addition, upon a change of control, as defined in the articles supplementary
fixing the rights and preferences of the Preferred Stock Shares, NNN may redeem the Preferred Stock Shares underlying the
depositary shares at a redemption price of $2,500.00 per share (or $25.00 per depositary share), plus all accumulated and
unpaid dividends, and in limited circumstances the holders of depositary shares may convert some or all of their Preferred
Stock Shares into shares of NNN's common stock at conversion rates provided in the related articles supplementary. As of
May 2018, the Series E Preferred Stock Shares are redeemable by NNN. As of February 12, 2019, the Series F Preferred
Stock Shares were not redeemable.
In February 2017, NNN redeemed all outstanding depositary shares (11,500,000) representing interests in its 6.625% Series
D Preferred Stock. The Series D Preferred Stock was redeemed at $25.00 per depositary share, plus all accrued and unpaid
dividends through the redemption date, for an aggregate redemption price of $25.3128472 per depositary share. The excess
carrying amount of preferred stock redeemed over the cash paid to redeem the preferred stock was $9,855,000 of issuance
costs.
Dividend Reinvestment and Stock Purchase Plan. In February 2018, NNN filed a shelf registration statement with the
Commission for its Dividend Reinvestment and Stock Purchase Plan (“DRIP”) which permits the issuance by NNN of
10,000,000 shares of common stock. NNN's DRIP provides an economical and convenient way for current stockholders and
other interested new investors to invest in NNN's common stock. The following outlines the common stock issuances
pursuant to the DRIP for the year ended December 31 (dollars in thousands):
Shares of common stock
Net proceeds
2018
2017
2016
311,048
229,696
$
13,264
$
9,391
$
187,626
8,340
At-The-Market Offerings. NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares
of common stock from time to time. The following outlines NNN's ATM programs:
Established date
Termination date
Total allowable shares
Total shares issued as of December 31, 2018
2018 ATM
2016 ATM
2015 ATM
February 2018
March 2016
February 2015
February 2021
February 2018
March 2016
12,000,000
7,378,163
12,000,000
10,044,656
10,000,000
9,852,465
The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands,
except per share data):
Shares of common stock
Average price per share (net)
Net proceeds
Stock issuance costs(1)
Year Ended December 31,
2018
2017
2016
7,378,163
5,821,366
5,716,222
$
$
$
44.48
328,196
3,821
$
$
$
41.88
243,822
3,782
$
$
$
46.48
265,696
4,266
(1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and
accounting fees.
36
Commercial Mortgage Residual Interests
As of December 31, 2015, NNN held the commercial mortgage residual interests (“Residuals”) from seven loan
securitizations. In 2016, the loan servicer of five of the securitizations exercised its clean-up call option. These clean-up calls
allowed the servicers to purchase all of the trusts’ assets, thereby terminating future cash distributions payable to NNN as the
holder of these residual interests. During the year ended December 31, 2016, NNN recorded an other than temporary
valuation impairment of $6,830,000, as a reduction of earnings from operations. The other than temporary valuation
impairment recorded during the year ended December 31, 2016 related to the execution of the clean-up call option on the five
securitizations, as well as the fair value adjustment on the remaining two securitizations. As of December 31, 2018 and 2017,
the remaining two Residuals are recorded at a fair value of $36,000 and included in other assets on the Consolidated Balance
Sheets. There were no other than temporary valuation impairments recorded during the years ended December 31, 2018 and
2017.
37
Item7A. Quantitative and Qualitative Disclosures About Market Risk
NNN is exposed to interest rate risk primarily as a result of its variable rate Credit Facility and its fixed rate debt which is
used to finance NNN’s development and acquisition activities, as well as for general corporate purposes. NNN’s interest rate
risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall
borrowing costs. To achieve its objectives, NNN borrows at both fixed and variable rates on its long-term debt. As of
December 31, 2018, NNN had no outstanding derivatives.
The information in the table below summarizes NNN’s market risks associated with its debt obligations outstanding as of
December 31, 2018 and 2017. The table presents principal payments and related interest rates by year for debt obligations
outstanding as of December 31, 2018. NNN has a variable interest rate risk on its Credit Facility which had no outstanding
balance as of December 31, 2018 and $120,500,000 as of December 31, 2017. The weighted average rate for the Credit
Facility for the year ended December 31, 2018 was 2.8%. The table incorporates only those debt obligations that existed as of
December 31, 2018, and it does not consider those debt obligations or positions which could arise after this date and therefore
has limited predictive value. As a result, NNN’s ultimate realized gain or loss with respect to interest rate fluctuations will
depend on the exposures that arise during the period, NNN’s hedging strategies at that time and interest rates. If interest rates
on NNN’s variable rate debt increased by one percent, NNN’s interest expense would have increased by approximately one
percent for the year ended December 31, 2018.
Debt Obligations (dollars in thousands)
2019
2020
2021
2022
2023
Thereafter
Total
Fair Value:
December 31, 2018
December 31, 2017
Fixed Rate Debt
Mortgages(1)
Unsecured Debt(2)
Debt
Obligation
Weighted
Average
Interest Rate
Debt
Obligation
Effective
Interest
Rate
$
$
$
$
652
682
716
750
9,968
—
5.23%
5.23%
5.23%
5.23%
5.23%
—
12,768
5.23%
12,768
13,392
$
$
$
$
—
—
—
—
—
—
322,903
3.99%
348,780
2,187,246
3.39%
4.06% (3)
2,858,929
3.97%
2,813,583
2,507,106
(1) NNN's mortgages payable represent principal payments by year and include unamortized premiums and exclude debt costs.
(2)
Includes NNN’s notes payable, each exclude debt costs and are net of unamortized discounts. NNN uses market prices quoted from
Bloomberg, a third party, which is a Level 1 input, to determine the fair value.
(3) Weighted average effective interest rate for periods after 2023.
38
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of National Retail Properties, Inc.
Opinion on Internal Control over Financial Reporting
We have audited National Retail Properties, Inc. and Subsidiaries’ internal control over financial reporting as of December
31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, National Retail
Properties, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2018, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated
statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended
December 31, 2018, and the related notes and financial statement schedule listed in the Index at Item15(a) and our report
dated February 12, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Orlando, Florida
February 12, 2019
39
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of National Retail Properties, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of National Retail Properties, Inc. and
Subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of income
and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31,
2018, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred
to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of
its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity
with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report dated February 12, 2019 expressed
an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2006.
Orlando, Florida
February 12, 2019
40
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
Real estate portfolio:
ASSETS
December 31,
2018
December 31,
2017
Accounted for using the operating method, net of accumulated depreciation and amortization
$
6,853,757
$
6,403,638
Accounted for using the direct financing method
Real estate held for sale
Cash and cash equivalents
Receivables, net of allowance of $2,273 and $1,119, respectively
Accrued rental income, net of allowance of $1,842 and $1,936, respectively
Debt costs, net of accumulated amortization of $14,118 and $12,667, respectively
Other assets
Total assets
Liabilities:
Line of credit payable
LIABILITIES AND EQUITY
Mortgages payable, including unamortized premium and net of unamortized debt costs
Notes payable, net of unamortized discount and unamortized debt costs
Accrued interest payable
Other liabilities
Total liabilities
Commitments and contingencies (Note 18)
Equity:
Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares
5.700% Series E, 115,000 shares issued and outstanding, at stated liquidation value of
$2,500 per share
5.200% Series F, 138,000 shares issued and outstanding, at stated liquidation value of
$2,500 per share
Common stock, $0.01 par value. Authorized 375,000,000 shares; 161,503,585 and
153,577,028 shares issued and outstanding, respectively
Capital in excess of par value
Accumulated deficit
Accumulated other comprehensive income (loss)
Total stockholders’ equity of NNN
Noncontrolling interests
Total equity
Total liabilities and equity
8,069
13,606
114,267
3,797
25,387
4,081
80,474
9,650
29,373
1,364
4,317
25,916
5,380
80,896
$
7,103,438
$
6,560,534
$
— $
12,694
120,500
13,300
2,838,701
2,446,407
19,519
77,919
20,311
119,106
2,948,833
2,719,624
287,500
287,500
345,000
345,000
1,616
1,537
3,950,055
3,599,475
(424,225)
(5,696)
(379,181)
(13,738)
4,154,250
3,840,593
355
317
4,154,605
3,840,910
$
7,103,438
$
6,560,534
See accompanying notes to consolidated financial statements.
41
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
Revenues:
Rental income from operating leases
Earned income from direct financing leases
Percentage rent
Real estate expense reimbursement from tenants
Interest and other income from real estate transactions
Operating expenses:
General and administrative
Real estate
Depreciation and amortization
Impairment – commercial mortgage residual interests valuation
Impairment losses – real estate and other charges, net of recoveries
Retirement severance costs
Gain on disposition of real estate
Earnings from operations
Other expenses (revenues):
Interest and other income
Interest expense
Real estate acquisition costs
Loss on early extinguishment of debt
Net earnings
Earnings attributable to noncontrolling interests
Net earnings attributable to NNN
Year Ended December 31,
2018
2017
2016
$
602,131
$
565,405
$
512,883
923
1,561
16,784
1,262
978
1,700
15,512
1,338
1,336
1,735
14,984
2,709
622,661
584,933
533,647
34,248
25,099
174,398
—
28,211
1,013
262,969
65,070
424,762
(1,810)
115,847
—
18,240
132,277
292,485
(38)
33,805
23,105
173,720
—
8,955
7,845
247,430
36,655
374,158
(322)
109,109
—
—
108,787
265,371
(398)
36,508
20,852
149,101
6,830
11,287
—
224,578
27,182
336,251
(170)
96,352
563
—
96,745
239,506
(6)
$
292,447
$
264,973
$
239,500
See accompanying notes to consolidated financial statements.
42
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME – CONTINUED
(dollars in thousands, except per share data)
Net earnings attributable to NNN
Series D preferred stock dividends
Series E preferred stock dividends
Series F preferred stock dividends
Excess of redemption value over carrying value of Series D preferred shares
redeemed
Net earnings available to common stockholders
Net earnings per share of common stock:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted
Other comprehensive income:
Net earnings attributable to NNN
Amortization of interest rate hedges
Fair value of forward starting swaps
Net loss – commercial mortgage residual interests
Net gain – available-for-sale securities
Comprehensive income attributable to NNN
Year Ended December 31,
2018
2017
2016
$
292,447
$
264,973
$
239,500
—
(16,387)
(17,940)
(3,598)
(16,387)
(17,940)
(19,047)
(16,387)
(3,189)
—
(9,855)
—
258,120
$
217,193
$
200,877
1.65
1.65
$
$
1.45
1.45
$
$
1.39
1.38
$
$
$
155,744,601
149,111,188
144,176,224
156,295,619
149,432,641
144,660,633
$
292,447
$
264,973
$
239,500
3,664
4,080
—
298
1,932
(7,688)
—
209
2,802
13,345
(4,454)
468
$
300,489
$
259,426
$
251,661
See accompanying notes to consolidated financial statements.
43
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2018, 2017 and 2016
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Series F
Preferred
Stock
Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings
(Loss)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
Noncontrolling
Interests
Total
Equity
Balances at December 31, 2015
$ 287,500
$ 287,500
$
— $
1,412
$3,049,198
$ (263,124) $
(20,352) $
3,342,134
$
259
$ 3,342,393
239,500
6
239,506
Net earnings
Dividends declared and paid:
$1.65625 per depositary share of
Series D preferred stock
$1.42500 per depositary share of
Series E preferred stock
$0.231111 per depositary share of
Series F preferred stock
$1.78 per share of common stock
Issuance of 13,800,000 depositary
shares of Series F preferred stock
Issuance of common stock:
31,807 shares – director
compensation
8,444 shares – stock purchase plan
5,716,222 shares – ATM equity
program
Issuance of 222,157 shares of restricted
common stock
Stock issuance costs
Amortization of deferred compensation
Amortization of interest rate hedges
Fair value of forward starting swaps
Unrealized loss – commercial
mortgage residual interests
Realized gain – commercial mortgage
residual interests
Valuation adjustments – available-for-
sale securities
Distributions to noncontrolling
interests
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 345,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2
—
—
—
57
2
—
—
—
—
—
—
—
—
—
239,500
—
—
—
(19,047)
(16,387)
(3,189)
7,949
(257,007)
(10,897)
1,148
389
269,905
(264)
(4,266)
9,609
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,802
13,345
(19,047)
(16,387)
(3,189)
(249,056)
334,103
1,148
389
269,962
(262)
(4,266)
9,609
2,802
13,345
(182)
(182)
(4,272)
(4,272)
468
—
468
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(136)
(19,047)
(16,387)
(3,189)
(249,056)
334,103
1,148
389
269,962
(262)
(4,266)
9,609
2,802
13,345
(182)
(4,272)
468
(136)
Balances at December 31, 2016
$ 287,500
$ 287,500
$ 345,000
$
1,473
$3,322,771
$ (319,254) $
(8,191) $
3,916,799
$
129
$ 3,916,928
See accompanying notes to consolidated financial statements.
44
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Years Ended December 31, 2018, 2017 and 2016
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Series F
Preferred
Stock
Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings
(Loss)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
Noncontrolling
Interests
Total
Equity
Balances at December 31, 2016
$ 287,500
$ 287,500
$ 345,000
$
1,473
$3,322,771
$ (319,254) $
(8,191) $
3,916,799
$
Net earnings
Dividends declared and paid:
$0.312847 per depositary share of
Series D preferred stock
$1.42500 per depositary share of
Series E preferred stock
$1.30000 per depositary share of
Series F preferred stock
$1.86 per share of common stock
—
—
—
—
—
Redemption of 11,500,000 depositary
shares of Series D preferred stock
(287,500)
Issuance of common stock:
35,456 shares – director
compensation
13,695 shares – stock purchase plan
5,821,366 shares – ATM equity
program
Issuance of 274,102 shares of restricted
common stock
Stock issuance costs
Amortization of deferred compensation
Amortization of interest rate hedges
Fair value of forward starting swaps
Valuation adjustments – available-for-
sale securities
Distributions to noncontrolling interests
Noncontrolling interests
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2
—
1
—
58
3
—
—
—
—
—
—
—
—
264,973
—
—
—
(3,598)
(16,387)
(17,940)
8,825
(277,120)
9,855
(9,855)
1,175
563
247,546
(234)
(3,782)
12,630
—
—
—
—
126
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,932
(7,688)
209
—
—
264,973
(3,598)
(16,387)
(17,940)
(268,293)
(287,500)
1,176
563
247,604
(231)
(3,782)
12,630
1,932
(7,688)
209
—
126
129
398
$ 3,916,928
265,371
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(84)
(126)
(3,598)
(16,387)
(17,940)
(268,293)
(287,500)
1,176
563
247,604
(231)
(3,782)
12,630
1,932
(7,688)
209
(84)
—
Balances at December 31, 2017
$
— $ 287,500
$ 345,000
$
1,537
$3,599,475
$ (379,181) $
(13,738) $
3,840,593
$
317
$ 3,840,910
See accompanying notes to consolidated financial statements.
45
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Years Ended December 31, 2018, 2017 and 2016
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Series F
Preferred
Stock
Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings
(Loss)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
Noncontrolling
Interests
Total
Equity
Balances at December 31, 2017
$
— $ 287,500
$ 345,000
$
1,537
$3,599,475
$ (379,181) $
(13,738) $
3,840,593
$
317
$ 3,840,910
Net earnings
Dividends declared and paid:
$1.42500 per depositary share of
Series E preferred stock
$1.30000 per depositary share of
Series F preferred stock
$1.95 per share of common stock
Issuance of common stock:
40,731 shares – director
compensation
10,101 shares – stock purchase plan
7,378,163 shares – ATM equity
program
Issuance of 221,484 shares of
restricted common stock
Stock issuance costs
Amortization of deferred
compensation
Amortization of interest rate hedges
Fair value of forward starting swaps
Valuation adjustments – available-for-
sale securities
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3
—
—
74
2
—
—
—
—
—
—
292,447
—
—
(16,387)
(17,940)
12,960
(303,164)
1,375
426
331,944
(91)
(3,947)
7,913
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,664
4,080
298
292,447
38
292,485
(16,387)
(17,940)
(290,201)
1,375
426
332,018
(89)
(3,947)
7,913
3,664
4,080
298
—
—
—
—
—
—
—
—
—
—
—
—
(16,387)
(17,940)
(290,201)
1,375
426
332,018
(89)
(3,947)
7,913
3,664
4,080
298
Balances at December 31, 2018
$
— $ 287,500
$ 345,000
$
1,616
$3,950,055
$ (424,225) $
(5,696) $
4,154,250
$
355
$ 4,154,605
See accompanying notes to consolidated financial statements.
46
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization
Impairment losses – real estate and other charges, net of recoveries
Impairment – commercial mortgage residual interests valuation
Loss on early extinguishment of debt
Amortization of notes payable discount
Amortization of debt costs
Amortization of mortgages payable premium
Amortization of interest rate hedges
Settlement of forward starting swaps
Gain on disposition of real estate
Performance incentive plan expense
Performance incentive plan payment
Change in operating assets and liabilities, net of assets acquired and liabilities
assumed:
Decrease in real estate leased to others using the direct financing method
Increase in receivables
Increase in accrued rental income
Decrease in other assets
Increase (decrease) in accrued interest payable
Increase (decrease) in other liabilities
Other
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from the disposition of real estate
Additions to real estate:
Accounted for using the operating method
Principal payments on mortgages and notes receivable
Other
Net cash used in investing activities
Year Ended December 31,
2018
2017
2016
$
292,485
$
265,371
$
239,506
174,398
28,211
—
18,240
3,263
4,611
(85)
3,664
4,080
(65,070)
10,417
(432)
874
(203)
(747)
793
(792)
(1,516)
(282)
471,909
173,720
4,953
—
—
1,788
3,502
(85)
1,932
(7,688)
(36,655)
14,223
(862)
884
(175)
(1,752)
1,960
646
(90)
(115)
149,101
11,294
6,830
—
1,394
3,086
(147)
2,802
13,345
(27,182)
11,401
(581)
1,364
(74)
(252)
1,663
(448)
2,636
(401)
421,557
415,337
148,476
97,245
104,117
(756,971)
(721,893)
(885,966)
—
(876)
1,250
(2,159)
4,141
(2,235)
(609,371)
(625,557)
(779,943)
See accompanying notes to consolidated financial statements.
47
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(dollars in thousands)
Cash flows from financing activities:
Proceeds from line of credit payable
Repayment of line of credit payable
Repayment of mortgages payable
Proceeds from notes payable
Repayment of notes payable
Payment for early extinguishment of debt
Payment of debt issuance costs
Proceeds from issuance of common stock
Proceeds from issuance of Series F preferred stock
Stock issuance costs
Redemption of Series D preferred stock
Payment of Series D preferred stock dividends
Payment of Series E preferred stock dividends
Payment of Series F preferred stock dividends
Payment of common stock dividends
Noncontrolling interest distributions
Year Ended December 31,
2018
2017
2016
$
1,599,500
$
1,501,700
$
1,330,200
(1,720,000)
(1,381,200)
(1,330,200)
(510)
398,372
(250,000)
—
(7,837)
256,764
—
(3,836)
(287,500)
(3,598)
(16,387)
(17,940)
(9,962)
346,140
—
—
(3,362)
278,040
345,000
(15,204)
—
(19,047)
(16,387)
(3,189)
(277,120)
(257,007)
(538)
692,913
(300,000)
(18,240)
(7,156)
345,324
—
(3,947)
—
—
(16,387)
(17,940)
(303,164)
—
250,365
112,903
1,364
114,267
107,861
Net cash provided by (used in) financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year(1)
Cash, cash equivalents and restricted cash at end of year(1)
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized
Taxes received
Supplemental disclosure of noncash investing and financing activities:
Increase (decrease) in other comprehensive income
Change in lease classification (direct financing lease to operating lease)
Change in lease classification (operating lease to direct financing lease)
$
$
$
$
$
$
(84)
(89,176)
(293,176)
294,540
1,364
103,761
$
$
$
$
— $
(15) $
(8,042) $
565
258
$
$
5,547
696
$
$
— $
(136)
644,886
280,280
14,260
294,540
91,403
(155)
(12,161)
1,924
—
(1) Cash, cash equivalents and restricted cash is the aggregate of cash and cash equivalents and restricted cash and cash held in escrow from the
Consolidated Balance Sheets. NNN did not have restricted cash or cash held in escrow at December 31, 2018, 2017 and 2016.
See accompanying notes to consolidated financial statements.
48
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2018, 2017 and 2016
Note 1 – Organization and Summary of Significant Accounting Policies:
Organization and Nature of Business – National Retail Properties, Inc., a Maryland corporation, is a fully integrated real
estate investment trust ("REIT") formed in 1984. The term "NNN" or the "Company" refers to National Retail Properties,
Inc. and all of its consolidated subsidiaries. NNN may elected to treat certain subsidiaries as taxable REIT subsidiaries,
("TRS").
NNN's assets primarily include real estate assets. NNN acquires, owns, invests in and develops properties that are leased
primarily to retail tenants under long-term net leases and are primarily held for investment ("Properties" or "Property
Portfolio," or individually a "Property").
Property Portfolio:
Total properties
Gross leasable area (square feet)
States
Weighted average remaining lease term (years)
December 31, 2018
2,969
30,487,000
48
11.5
NNN's operations are reported within one operating segment in the consolidated financial statements and all properties are
considered part of the Properties or Property Portfolio. As such, property counts and calculations involving property counts
reflect all NNN properties.
Principles of Consolidation – NNN’s consolidated financial statements include the accounts of each of the respective
majority owned and controlled affiliates, including transactions whereby NNN has been determined to be the primary
beneficiary in accordance with the Financial Accounting Standards Board ("FASB") guidance included in Consolidation. All
significant intercompany account balances and transactions have been eliminated.
NNN consolidates certain joint venture development entities based upon either NNN being the primary beneficiary of the
respective variable interest entity or NNN having a controlling interest over the respective entity. NNN eliminates significant
intercompany balances and transactions and records a noncontrolling interest for its other partners’ ownership percentage.
Real Estate Portfolio – NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of
properties developed by NNN includes direct and indirect costs of construction, property taxes, interest and other
miscellaneous costs incurred during the development period until the project is substantially complete and available for
occupancy. For the years ended December 31, 2018, 2017 and 2016, NNN recorded $2,675,000, $2,435,000 and $1,738,000,
respectively, in capitalized interest during development.
Purchase Accounting for Acquisition of Real Estate Subject to a Lease – In accordance with the FASB guidance on business
combinations, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets,
consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value
of above-market and below-market leases and the value of in-place leases, as applicable, based on their respective fair values.
Prior to the adoption of ASU 2017-01, "Business Combinations (Topic 805): Clarifying the definition of a Business," on
January 1, 2017, acquisition and closing costs incurred on the acquisition of real estate with an in-place lease were expensed
as incurred and recorded as real estate acquisition costs on the Consolidated Statements of Income and Comprehensive
Income.
The fair value estimate is sensitive to significant assumptions, such as establishing a range of relevant market assumptions
for land, building and rent and where the acquired property falls within that range. These market assumptions for land,
building and rent use the most relevant comparable properties for an acquisition. The final range relies upon ranking
comparable properties' attributes from most similar to least similar.
The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant,
and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their
fair values.
49
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-
market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which
reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid
pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place
leases, measured over a period equal to the remaining term of the lease and the applicable option terms if it is probable that
the tenant will exercise options. The capitalized above-market lease values are amortized as a reduction of rental income over
the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental
income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an option
term whereby the Company amortizes the value attributable to the renewal over the renewal period.
The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the
purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair
value of the property as-if-vacant, determined as set forth above. The value of in-place leases exclusive of the value of above-
market and below-market in-place leases is amortized to expense over the remaining non-cancelable periods of the respective
leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be
written off in that period. The value of tenant relationships is reviewed on individual transactions to determine if future value
was derived from the acquisition.
Intangible assets and liabilities consisted of the following as of December 31 (dollars in thousands):
Intangible lease assets (included in other assets):
Above-market in-place leases
Less: accumulated amortization
Above-market in-place leases, net
In-place leases
Less: accumulated amortization
In-place leases, net
Intangible lease liabilities (included in other liabilities):
Below-market in-place leases
Less: accumulated amortization
Below-market in-place leases, net
2018
2017
15,175
$
16,583
(9,239)
5,936
$
(9,299)
7,284
104,871
$
104,592
(60,797)
(61,004)
44,074
$
43,588
41,554
$
44,468
(25,258)
(26,055)
16,296
$
18,413
$
$
$
$
$
$
The amounts amortized as a net increase to rental income for capitalized above-market and below-market leases for the years
ended December 31, 2018, 2017, and 2016 were $2,622,000, $3,355,000, and $2,842,000, respectively. The value of in-place
leases amortized to expense for the years ended December 31, 2018, 2017, and 2016 was $9,209,000, $18,841,000, and
$13,403,000, respectively.
50
The following is a schedule of the amortization of acquired above-market and below-market in-place lease intangibles and
the amortization of the in-place lease intangibles at December 31, 2018 (dollars in thousands):
2019
2020
2021
2022
2023
Thereafter
Net Increase
to Rental
Income
Increase To
Amortization
Expense
$
$
730
676
562
440
358
6,716
6,000
5,285
4,817
4,309
7,594
16,947
Weighted average amortization period (years)
18.7
9.8
NNN's real estate is generally leased to tenants on a net lease basis, whereby the tenant is responsible for all operating
expenses relating to the Property, including property taxes, insurance, maintenance, repairs and capital expenditures. The
leases are accounted for using either the operating or the direct financing method. Such methods are described below:
Operating method – Properties with leases accounted for using the operating method are recorded at the cost of the
real estate. Revenue is recognized as rentals are earned and expenses (including depreciation) are charged to
operations as incurred. Buildings and improvements are depreciated on the straight-line method over their estimated
useful lives. Leasehold interests are amortized on the straight-line method over the terms of their respective leases.
When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a
constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the
scheduled rents which vary during the lease term and the income recognized on a straight-line basis.
Direct financing method – Properties with leases accounted for using the direct financing method are recorded at
their net investment (which at the inception of the lease generally represents the cost of the Property). Unearned
income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of return
on NNN’s net investment in the leases.
Real Estate – Held For Sale – Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value,
less cost to sell.
Impairment – Real Estate – Based upon certain events or changes in circumstances, management periodically assesses its
Properties for possible impairment whenever the carrying value of the asset, including accrued rental income, may not be
recoverable through operations. Events or circumstances that may occur include significant changes in real estate market
conditions and the ability of NNN to re-lease or sell properties that are currently vacant or become vacant in a reasonable
period of time. Management evaluates whether an impairment in carrying value has occurred by comparing the estimated
future cash flows (undiscounted and without interest charges), and the residual value of the real estate, with the carrying
value of the individual asset. If an impairment is indicated, a loss will be recorded for the amount by which the carrying
value of the asset exceeds its estimated fair value.
Real Estate Dispositions – When real estate is disposed of, the related cost, accumulated depreciation or amortization and any
accrued rental income for operating leases and the net investment for direct financing leases are removed from the accounts,
and gains and losses from the dispositions are reflected in income. Gains from the disposition of real estate are generally
recognized using the full accrual method in accordance with the FASB guidance included in Real Estate Sales, provided that
various criteria relating to the terms of the sale and any subsequent involvement by NNN with the real estate sold are met.
Valuation of Mortgages, Notes and Accrued Interest Receivable – The reserve allowance related to the mortgages, notes and
accrued interest receivable is NNN’s best estimate of the amount of probable credit losses. The reserve allowance is
determined on an individual note basis in reviewing any payment past due for over 90 days. Any outstanding amounts are
written off against the reserve allowance when all possible means of collection have been exhausted.
Commercial Mortgage Residual Interests, at Fair Value – Commercial mortgage residual interests, classified as available for
sale, are reported at their estimated market values with unrealized gains and losses reported as other comprehensive income
in stockholders’ equity. NNN recognizes the excess of all cash flows attributable to the commercial mortgage residual
51
interests estimated at the acquisition/transaction date over the initial investment (the accretable yield) as interest income over
the life of the beneficial interest using the effective yield method. Losses are considered other than temporary valuation
impairments if and when there has been a change in the timing or amount of estimated cash flows, exclusive of changes in
interest rates, that leads to a loss in value.
Cash and Cash Equivalents – NNN considers all highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. Cash equivalents
are stated at cost plus accrued interest, which approximates fair value.
Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed
federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee.
However, NNN has not experienced any losses in such accounts.
Restricted Cash and Cash Held in Escrow – Restricted cash and cash held in escrow include (i) cash proceeds from the sale
of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges
under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow
for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN.
Valuation of Receivables – NNN estimates the collectibility of its accounts receivable related to rents, expense
reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-
worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition,
tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-
petition claims.
Debt Costs – Line of Credit Payable – Debt costs incurred in connection with NNN’s $900,000,000 line of credit have been
deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method,
which approximates the effective interest method. NNN has recorded debt costs associated with the line of credit as an asset,
in debt costs on the Consolidated Balance Sheets.
Debt Costs – Mortgages Payable – Debt costs incurred in connection with NNN’s mortgages payable have been deferred and
are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the
effective interest method. These costs of $147,000 at December 31, 2018 and 2017, are included in mortgages payable on the
Consolidated Balance Sheets net of accumulated amortization of $73,000 and $55,000, respectively.
Debt Costs – Notes Payable – Debt costs incurred in connection with the issuance of NNN’s notes payable have been
deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective
interest method. These costs of $26,932,000 and $22,682,000 at December 31, 2018 and 2017, respectively, are included in
notes payable on the Consolidated Balance Sheets net of accumulated amortization of $6,705,000 and $6,337,000,
respectively.
Revenue Recognition – Rental revenues for properties under construction commence upon completion of construction of the
leased asset and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are
recognized when earned in accordance with the FASB guidance included in Leases, based on the terms of the lease of the
leased asset. Lease termination fees are recognized when the related leases are cancelled and NNN no longer has a
continuing involvement with the former tenant with respect to that property.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606). The core principle of
ASU 2014-09, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of the FASB guidance included
in Leases (Topic 842). NNN adopted ASU 2014-09 on January 1, 2018, and applied the cumulative catch-up transition
method. Through the evaluation and implementation process, NNN determined the key revenue stream impacted by ASU
2014-09 is gain on disposition of real estate reported on the Condensed Consolidated Statements of Income and
Comprehensive Income. Prior to the adoption of ASU 2014-09, NNN recognized revenue at the time of closing (i.e., transfer
of asset). Following the adoption of ASU 2014-09, NNN evaluates any separate contracts or performance obligations to
determine proper timing and/or amount of revenue recognition, as well as, transaction price allocation. The adoption of ASU
2014-09 did not have a material impact on NNN's financial position and results of operations.
52
Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in Earnings Per
Share. The guidance requires classification of the Company’s unvested restricted share units which contain rights to receive
nonforfeitable dividends, as participating securities requiring the two-class method of computing earnings per share. Under
the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common
stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common
shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common
shares and participating securities based on the weighted average shares outstanding during the period. The following table is
a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share
using the two-class method for the years ended December 31 (dollars in thousands):
Basic and Diluted Earnings:
Net earnings attributable to NNN
Less: Series D preferred stock dividends
Less: Series E preferred stock dividends
Less: Series F preferred stock dividends
Less: Excess of redemption value over carrying value of Series D
preferred shares redeemed
Net earnings available to common stockholders
Less: Earnings attributable to unvested restricted shares
Net earnings used in basic and diluted earnings per share
2018
2017
2016
$
292,447
$
264,973
$
239,500
—
(16,387)
(17,940)
—
258,120
(548)
(3,598)
(16,387)
(17,940)
(9,855)
217,193
(531)
(19,047)
(16,387)
(3,189)
—
200,877
(695)
$
257,572
$
216,662
$
200,182
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding
Less: Unvested restricted shares
Less: Unvested contingent restricted shares
Weighted average number of shares outstanding used in basic earnings per
share
Effects of dilutive securities:
Other
Weighted average number of shares outstanding used in diluted earnings per
share
156,490,901
149,840,116
145,014,422
(280,633)
(465,667)
(285,585)
(443,343)
(390,522)
(447,676)
155,744,601
149,111,188
144,176,224
551,018
321,453
484,409
156,295,619
149,432,641
144,660,633
Income Taxes – NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, and related
regulations. NNN generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it
distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of
the years in the three-year period ended December 31, 2018, NNN believes it has qualified as a REIT. Notwithstanding
NNN’s qualification for taxation as a REIT, NNN is subject to certain state income, franchise and excise taxes.
NNN may elect to treat certain subsidiaries as taxable REIT subsidiaries pursuant to the provisions of the REIT
Modernization Act. A taxable REIT subsidiary is able to engage in activities resulting in income that previously would have
been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of
NNN which occur within its TRS entities are subject to federal and state income taxes (See Note 11). All provisions for
federal income taxes in the accompanying consolidated financial statements are attributable to NNN’s taxable REIT
subsidiaries and to the Orange Avenue Mortgage Investments, Inc. ("OAMI"), a wholly owned qualified REIT subsidiary,
built-in gain tax liability.
Income taxes are accounted for under the asset and liability method as required by the FASB guidance included in Income
Taxes. Deferred tax assets and liabilities are recognized for the temporary differences based on estimated future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date.
53
Fair Value Measurement – NNN’s estimates of fair value of financial and non-financial assets and liabilities are based on the
framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which
was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The
guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of
which are considered observable and one that is considered unobservable. The following describes the three levels:
• Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
• Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly,
such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs
that are observable or can be corroborated by observable market data for substantially the full term of the assets
or liabilities.
• Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not
observable in the market. These unobservable assumptions reflect estimates of assumptions that market
participants would use in pricing the asset or liability. Valuation techniques include option pricing models,
discounted cash flow models and similar techniques.
Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other
comprehensive income (loss) (dollars in thousands):
Beginning balance, December 31, 2016
Other comprehensive income (loss)
Reclassifications from accumulated other comprehensive income
to net earnings
Net current period other comprehensive income (loss)
Ending balance, December 31, 2017
Other comprehensive income (loss)
Reclassifications from accumulated other comprehensive income
to net earnings
Net current period other comprehensive income (loss)
Gain or Loss on
Cash Flow
Hedges(1)
$
(8,899)
Gains and
Losses on
Available-for-
Sale Securities
708
$
Total
$
(8,191)
(7,688)
1,932 (2)
(5,756)
(14,655)
4,080
3,664 (2)
7,744
209
—
209
917
298
—
298
(7,479)
1,932
(5,547)
(13,738)
4,378
3,664
8,042
(5,696)
Ending balance, December 31, 2018
$
(6,911)
$
1,215
$
(1) Additional disclosure is included in Note 12 – Derivatives.
(2) Reclassifications out of other comprehensive income (loss) are recorded in interest expense on the Consolidated Statements of Income
and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.
New Accounting Pronouncements – In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," effective for
fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The FASB issued final
guidance that requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a
manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes the
guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard
modifies the classification criteria and the accounting for sales-type and direct financing leases. Effective January 1, 2019,
NNN will adopt the lease guidance using the modified retrospective approach in which the cumulative effect of applying the
new standard will be recognized at the date of initial application with an adjustment to NNN’s opening balance of
accumulated earnings. NNN plans to elect the package of practical expedients, the land easement practical expedient and the
lease and non-lease component practical expedient. NNN is currently evaluating the potential impact the adoption of ASU
2016-02 will have on its financial position or results of operations.
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to
the Disclosure Requirements for Fair Value Measurement," effective for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2019. The FASB issued final guidance that eliminates certain disclosure requirements
for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some
disclosure requirements. The adoption of ASU 2018-13 will not have a significant impact on NNN's financial position or
results of operations.
54
Use of Estimates – Additional critical accounting policies of NNN include management’s estimates and assumptions relating
to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities are
required to prepare the consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America. Significant accounting policies include management’s estimates of the useful lives used in
calculating depreciation expense relating to real estate assets purchase accounting for acquisition of real estate subject to a
lease, and the recoverability of the carrying value of long-lived assets. Actual results could differ from those estimates.
Reclassification – Certain items in the prior year's consolidated financial statements and notes to consolidated financial
statements have been reclassified to conform to the 2018 presentation.
Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying
consolidated financial statements to conform to the current period’s presentation, primarily to change the presentation of gain
on disposition of real estate on the Consolidated Statements of Income and Comprehensive Income. NNN has included gain
on disposition of real estate as a component of earnings from operations to present gain and losses on dispositions of
properties in accordance with ASC 360-10-45-5. The change was made for the prior periods as the Securities and Exchange
Commission (the "Commission") has eliminated Rule 3-15(a) of Regulation S-X as part of Release No. 33-10532; 34-83875;
IC-33203, which had required REITs to present gain and losses on disposition of properties outside of continuing operations
in the income statement.
Note 2 – Real Estate:
Real Estate – Portfolio
Leases – The following outlines key information for NNN’s leases at December 31, 2018:
Lease classification:
Operating
Direct financing
Building portion – direct financing / land portion – operating
Weighted average remaining lease term (years)
2,970
8
1
11.5
The leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index,
and/or increases in the tenant’s sales volume. Generally, the tenant is also required to pay all property taxes and assessments,
substantially maintain the Property and carry property and liability insurance coverage. Certain Properties are subject to
leases under which NNN retains responsibility for specific costs and expenses of the Property. Generally, the leases provide
the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions of the base term
of the lease, including rent increases.
Real Estate Portfolio – Accounted for Using the Operating Method – Real estate subject to operating leases consisted of the
following as of December 31 (dollars in thousands):
Land and improvements (1)
Buildings and improvements
Leasehold interests
Less accumulated depreciation and amortization
Work in progress - improvements
2018
2017
$
2,374,005
$
2,282,919
5,477,479
4,948,057
3,630
7,855,114
(1,009,374)
6,845,740
8,017
5,261
7,236,237
(874,519)
6,361,718
41,920
$
6,853,757
$
6,403,638
(1) Includes $5,571 and $25,799 in land for Properties under construction at December 31, 2018 and 2017,
respectively.
55
Some leases provide for scheduled rent increases throughout the lease term. Such amounts are recognized on a straight-line
basis over the terms of the leases. For the years ended December 31, 2018, 2017 and 2016, NNN recognized $309,000,
$1,411,000 and ($12,000), respectively, of such income, net of reserves. At December 31, 2018 and 2017, the balance of
accrued rental income was $25,387,000 and $25,916,000, respectively, net of allowance of $1,842,000 and $1,936,000,
respectively.
The following is a schedule of future minimum lease payments to be received on noncancellable operating leases at
December 31, 2018 (dollars in thousands):
2019
2020
2021
2022
2023
Thereafter
$
613,402
599,805
579,904
550,022
522,386
4,243,077
$
7,108,596
Since lease renewal periods are exercisable at the option of the tenant, the above table only presents future minimum lease
payments due during the current lease terms. In addition, this table does not include amounts for potential variable rent
increases that are based on the Consumer Price Index ("CPI") or future contingent rents which may be received on the leases
based on a percentage of the tenant’s sales volume.
Real Estate Portfolio – Accounted for Using the Direct Financing Method – The following lists the components of net
investment in direct financing leases at December 31 (dollars in thousands):
Minimum lease payments to be received
Estimated unguaranteed residual values
Less unearned income
Net investment in direct financing leases
2018
2017
$
$
10,899
$
4,395
(7,225)
8,069
$
9,339
4,967
(4,656)
9,650
The following is a schedule of future minimum lease payments to be received on direct financing leases held for investment
at December 31, 2018 (dollars in thousands):
2019
2020
2021
2022
2023
Thereafter
$
$
1,464
1,013
889
895
895
5,743
10,899
The table above does not include future minimum lease payments for renewal periods, potential variable CPI rent increases or
contingent rental payments that may become due in future periods (see Real Estate Portfolio – Accounted for Using the
Operating Method).
56
Real Estate – Held For Sale
On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined
in ASC 360, Property, Plant & Equipment, including management’s intent to commit to a plan to sell the asset. NNN
anticipates the disposition of Properties classified as held for sale to occur within 12 months. As of December 31, 2018, NNN
had three of its Properties categorized as held for sale. NNN's real estate held for sale at December 31, 2017, included five
properties, two of which were sold in 2018. Real estate held for sale consisted of the following as of December 31 (dollars in
thousands):
Land and improvements
Building and improvements
Less accumulated depreciation and amortization
Less impairment
Real Estate – Dispositions
2018
2017
$
8,606
$
26,147
34,753
(6,897)
(14,250)
$
13,606
$
9,411
27,342
36,753
(6,602)
(778)
29,373
The following table summarizes the Properties sold and the corresponding gain recognized on the disposition of Properties
for the years ended December 31 (dollars in thousands):
Gain on disposition of real estate
61
$ 65,070
48
$ 36,655
38
$ 27,182
2018
2017
2016
# of Sold
Properties
Gain
# of Sold
Properties
Gain
# of Sold
Properties
Gain
Real Estate – Commitments
NNN has committed to fund construction on 19 Properties. The improvements on such Properties are estimated to be
completed within 12 months. These construction commitments, as of December 31, 2018, are outlined in the table below
(dollars in thousands):
Total commitment(1)
Less amount funded
Remaining commitment
$
$
34,756
13,588
21,168
(1)
Includes land, construction costs, tenant improvements, lease costs and capitalized interest.
Real Estate – Impairments
Management periodically assesses its real estate for possible impairment whenever certain events or changes in
circumstances indicate that the carrying amount of the asset, including accrued rental income, may not be recoverable
through operations. Events or circumstances that may occur include significant changes in real estate market conditions and
the ability of NNN to re-lease or sell properties that are vacant or become vacant in a reasonable period of time. Impairments
are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. As a
result of the Company’s review of long-lived assets, including identifiable intangible assets, NNN recognized real estate
impairments, net of recoveries of $28,211,000, $4,953,000 and $8,025,000 for the year ended December 31, 2018, 2017 and
2016, respectively.
The valuation of impaired assets is determined using widely accepted valuation techniques including discounted cash flow
analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide
purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or
multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.
57
Note 3 – Commercial Mortgage Residual Interests:
As of December 31, 2015, NNN held the commercial mortgage residual interests (“Residuals”) from seven loan
securitizations. In 2016, the loan servicer of five of the securitizations exercised its clean-up call option. These clean-up calls
allowed the servicers to purchase all of the trusts’ assets, thereby terminating future cash distributions payable to NNN as the
holder of these residual interests. During the year ended December 31, 2016, NNN recorded an other than temporary
valuation impairment of $6,830,000 as a reduction of earnings from operations. The other than temporary valuation
impairment recorded during the year ended December 31, 2016 related to the execution of the clean-up call option on the five
securitizations, as well as the fair value adjustment on the remaining two securitizations. As of December 31, 2018 and 2017,
the remaining two Residuals are recorded at a fair value of $36,000 and included in other assets on the Consolidated Balance
Sheets. There were no other than temporary valuation impairments recorded during the years ended December 31, 2018 and
2017.
Note 4 – Line of Credit Payable:
In October 2017, NNN amended its credit agreement to increase the borrowing capacity under its unsecured revolving credit
facility from $650,000,000 to $900,000,000 and amend certain other terms under the former revolving credit facility (as the
context requires, the previous and new revolving credit facility, the "Credit Facility"). The Credit Facility had a weighted
average outstanding balance of $121,587,000 and a weighted average interest rate of 2.8% for the year ended December 31,
2018. The Credit Facility matures January 2022, unless the Company exercises its option to extend maturity to January 2023.
As of December 31, 2018, the Credit Facility bears interest at LIBOR plus 87.5 basis points; however, such interest rate may
change pursuant to a tiered interest rate structure based on NNN's debt rating. The Credit Facility also includes an accordion
feature to increase the facility size up to $1,600,000,000. As of December 31, 2018, there was no outstanding balance and
$900,000,000 was available for future borrowings under the Credit Facility.
In accordance with the terms of the Credit Facility, NNN is required to meet certain restrictive financial covenants which,
among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage,
and (iv) investment and dividend limitations. At December 31, 2018, NNN was in compliance with those covenants.
Note 5 – Mortgages Payable:
The following table outlines the mortgages payable included in NNN’s consolidated financial statements (dollars in
thousands):
Initial
Balance
Interest
Rate
Maturity(2)
Carrying
Value of
Encumbered
Asset(s)(3)
Outstanding Principal
Balance at December 31,
2018
2017
15,151
5.23% July 2023
$
20,430
$
12,768
$
13,392
Entered
November 2014(1)
Debt costs
Accumulated amortization
Debt costs, net of accumulated amortization
Mortgages payable, including unamortized premium and net of
unamortized debt costs
(147)
73
(74)
(147)
55
(92)
$
12,694
$
13,300
(1) Date entered represents the date that NNN acquired real estate subject to a mortgage securing a loan. Initial balance and
outstanding principal balance includes unamortized premium.
(2) Monthly payments include interest and principal; the balance is due at maturity.
(3) The loan is secured by a first mortgage lien on five of the Properties. The carrying values of the assets at December 31, 2018.
58
The following is a schedule of the scheduled principal payments, including premium amortization of NNN’s mortgages
payable at December 31, 2018 (dollars in thousands):
2019
2020
2021
2022
2023
$
652
682
716
750
9,968
$ 12,768
Note 6 – Notes Payable:
Each of NNN’s outstanding series of unsecured notes is summarized in the table below (dollars in thousands):
Notes
Issue Date
Principal
Discount(1)
Net
Price
Stated
Rate
Effective
Rate(2)
Maturity
Date
2022
2023(3)
2024(4)
2025(5)
2026(6)
2027(7)
2028(8)
2048
August 2012
$ 325,000
$
4,989
$ 320,011
3.800%
3.985%
October 2022
April 2013
May 2014
October 2015
December 2016
September 2017
September 2018
September 2018
350,000
350,000
400,000
350,000
400,000
400,000
300,000
2,594
347,406
3.300%
3.388%
April 2023
707
964
3,860
1,628
2,848
4,239
349,293
3.900%
3.924%
June 2024
399,036
4.000%
4.029%
November 2025
346,140
3.600%
3.733%
December 2026
398,372
3.500%
3.548%
October 2027
397,152
4.300%
4.388%
October 2028
295,761
4.800%
4.890%
October 2048
(1) The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest
method.
(2)
Includes the effects of the discount at issuance.
(3) NNN entered into four forward starting swaps with an aggregate notional amount of $240,000. Upon issuance of the 2023 Notes,
NNN terminated the forward starting swaps resulting in a liability of $3,156, of which $3,141 was deferred in other comprehensive
income. The deferred liability is being amortized over the term of the notes using the effective interest method.
(4) NNN entered into three forward starting swaps with an aggregate notional amount of $225,000. Upon issuance of the 2024 Notes,
NNN terminated the forward starting swaps resulting in a liability of $6,312, which was deferred in other comprehensive income. The
deferred liability is being amortized over the term of the notes using the effective interest method.
(5) NNN entered into four forward starting swaps with an aggregate notional amount of $300,000. Upon issuance of the 2025 Notes,
NNN terminated the forward starting swaps resulting in a liability of $13,369, which was deferred in other comprehensive income.
The deferred liability is being amortized over the term of the notes using the effective interest method.
(6) NNN entered into two forward starting swaps with an aggregate notional amount of $180,000. Upon issuance of the 2026 Notes, NNN
terminated the forward starting swaps resulting in a gain of $13,345, which was deferred in other comprehensive income. The deferred
asset is being amortized over the term of the notes using the effective interest method.
(7) NNN entered into two forward starting swaps with an aggregate notional amount of $250,000. Upon issuance of the 2027 Notes, NNN
terminated the forward starting swaps resulting in a liability of $7,690, of which $7,688 was deferred in other comprehensive income.
The deferred liability is being amortized over the term of the notes using the effective interest method.
(8) NNN entered into two forward starting swaps with an aggregate notional amount of $250,000. Upon issuance of the 2028 Notes, NNN
terminated the forward starting swaps resulting in a gain of $4,080, which was deferred in other comprehensive income. The gain is
being amortized over the term of the notes using the effective interest method.
Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured indebtedness of
NNN. Each of the notes is redeemable at the option of NNN, in whole or in part, at a redemption price equal to the sum of
(i) the principal amount of the notes being redeemed plus all accrued and unpaid interest thereon through the redemption date
and (ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.
In connection with the outstanding debt offerings, NNN incurred debt issuance costs totaling $26,932,000 consisting
primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses.
59
Debt issuance costs for all note issuances have been deferred and presented as a reduction to notes payable and are being
amortized over the term of the respective notes using the effective interest method.
In October 2017, NNN repaid the $250,000,000 6.875% notes payable that were due in October 2017.
In October 2018, NNN redeemed the $300,000,000 5.500% notes payable that were due in July 2021. The notes were
redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of $18,240,000, and (ii) all accrued
and unpaid interest.
NNN’s long-term debt maturities for the next five years include the 2022 Notes and 2023 Notes for an aggregate principal
balance of $675,000,000.
In accordance with the terms of the indenture, pursuant to which NNN’s notes have been issued, NNN is required to meet
certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios and
(ii) certain interest coverage. At December 31, 2018, NNN was in compliance with those covenants.
Note 7 – Preferred Stock:
NNN completed the following underwritten public offerings of cumulative redeemable preferred stock and are still
outstanding ("Preferred Stock Shares") (dollars in thousands, except per share data):
Series
Series E
Series F
Dividend
Rate(1)
5.700% May 2013
Issued
Depositary
Shares
Outstanding(2)
11,500,000
Gross
Proceeds
Stock
Issuance
Costs(3)
$ 287,500
$
9,856
Earliest
Dividend Per
Redemption
Depositary
Share
Date
1.425000 May 2018
$
5.200% October 2016
13,800,000
345,000
10,897
1.300000 October 2021
(1) Holders are entitled to receive, when and as authorized by the Board of Directors, cumulative preferential cash dividends.
(2) Representing 1/100th of a preferred share. Series E issuance included 1,500,000 depositary shares in connection with the
underwriters' over-allotment. Series F issuance included 1,800,000 depositary shares in connection with the underwriters' over-
allotment.
(3) Consisting primarily of underwriting commissions and fees, rating agency fees, legal and accounting fees and printing expenses.
The Preferred Stock Shares underlying the depositary shares rank senior to NNN’s common stock with respect to dividend
rights and rights upon liquidation, dissolution or winding up of NNN. The Preferred Stock Shares have no maturity date and
will remain outstanding unless redeemed. In addition, upon a change of control, as defined in the articles supplementary
fixing the rights and preferences of the Preferred Stock Shares, NNN may redeem the Preferred Stock Shares underlying the
depositary shares at a redemption price of $2,500.00 per share (or $25.00 per depositary share), plus all accumulated and
unpaid dividends, and in limited circumstances the holders of depositary shares may convert some or all of their Preferred
Stock Shares into shares of NNN's common stock at conversion rates provided in the related articles supplementary. As of
May 2018, the Series E Preferred Stock Shares are redeemable by NNN. As of February 12, 2019, the Series F Preferred
Stock Shares were not redeemable.
In February 2017, NNN redeemed all outstanding depositary shares (11,500,000) representing interests in its 6.625% Series
D Preferred Stock. The Series D Preferred Stock was redeemed at $25.00 per depositary share, plus all accrued and unpaid
dividends through the redemption date, for an aggregate redemption price of $25.3128472 per depositary share. The excess
carrying amount of preferred stock redeemed over the cash paid to redeem the preferred stock was $9,855,000 of issuance
costs.
Note 8 – Common Stock:
In February 2018, NNN filed a shelf registration statement with the Commission which permits the issuance by NNN of an
indeterminate amount of debt and equity securities.
60
Dividend Reinvestment and Stock Purchase Plan. In February 2018, NNN filed a shelf registration statement with the
Commission for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") which permits the issuance by NNN of
10,000,000 shares of common stock. The following outlines the common stock issuances pursuant to the DRIP for the year
ended December 31 (dollars in thousands):
Shares of common stock
Net proceeds
2018
2017
2016
311,048
229,696
$
13,264
$
9,391
$
187,626
8,340
At-The-Market Offerings. NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares
of common stock from time to time. The following outlines NNN's ATM programs:
Established date
Termination date
Total allowable shares
Total shares issued as of December 31, 2018
2018 ATM
2016 ATM
2015 ATM
February 2018
March 2016
February 2015
February 2021
February 2018
March 2016
12,000,000
7,378,163
12,000,000
10,044,656
10,000,000
9,852,465
The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands,
except per share data):
Shares of common stock
Average price per share (net)
Net proceeds
Stock issuance costs(1)
Year Ended December 31,
2018
2017
2016
7,378,163
5,821,366
5,716,222
$
$
$
44.48
328,196
3,821
$
$
$
41.88
243,822
3,782
$
$
$
46.48
265,696
4,266
(1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.
Note 9 – Employee Benefit Plan:
Effective January 1, 1998, NNN adopted a defined contribution retirement plan (the “Retirement Plan”) covering
substantially all of the employees of NNN. The Retirement Plan permits participants to defer a portion of their compensation,
as defined in the Retirement Plan, subject to limits established by the Code. NNN generally matches 60 percent of the first
eight percent of a participant’s contributions. Additionally, NNN may make discretionary contributions. NNN’s contributions
to the Retirement Plan for the years ended December 31, 2018, 2017 and 2016 totaled $516,000, $514,000 and $491,000,
respectively.
Note 10 – Dividends:
The following table outlines the dividends declared and paid for NNN's common stock for the years ended December 31 (in
thousands, except per share data):
Dividends
Per share
2018
2017
2016
$
303,164
1.950
$
277,120
1.860
$
257,007
1.780
On January 15, 2019, NNN declared a dividend of $0.500 per share, payable February 15, 2019, to its common stockholders
of record as of January 31, 2019.
61
The following presents the characterization for tax purposes of common stock dividends per share paid to stockholders for
the years ended December 31:
Ordinary dividends
Capital gain
Unrecaptured Section 1250 Gain
Nontaxable distributions
2018
1.658604 (1) $
$
2017
2016
1.559781
$
1.513705
0.015534
0.042818
0.233044
0.035041
0.012194
0.252984
—
—
0.266295
$
1.950000
$
1.860000
$
1.780000
(1) Eligible for the 20% qualified business income deduction under section 199A of the Code that was established by the Tax Cuts and
Jobs Act signed into law on December 22, 2017 ("TCJA").
The following presents the characterization for tax purposes of Series D, E and F Preferred Stock dividends per share and
dividends declared and paid to stockholders for the year ended December 31 (dollars in thousands, except per share data):
Series F(1)
Series E(2)
Series D(3)
2018
2017
2016
2018
2017
2016
2017
2016
$1.255820 (4) $1.261789
$0.231111
$ 1.376571 (4) $ 1.383115
$ 1.425000
$ 0.303652
$ 1.656250
0.011761
0.028345
—
0.012892
0.031071
—
0.006821
0.032419
0.009866
—
0.035537
0.010814
—
0.002374
—
—
$1.300000
$1.300000
$0.231111
$ 1.425000
$ 1.425000
$ 1.425000
$ 0.312847
$ 1.656250
$ 17,940
$
17,940
$
3,189
$
16,387
$
16,387
$
16,387
$
3,598
$
19,047
Ordinary
dividends
Capital gain
Unrecaptured
Section 1250
Gain
Dividend paid
per share
Dividends
declared and
paid
(1) The Series F Preferred Stock was issued in October 2016 and has no maturity date and will remain outstanding unless redeemed by
NNN. The earliest redemption date for the Series F Preferred Stock is October 2021.
(2) The Series E Preferred Stock has no maturity date and will remain outstanding unless redeemed by NNN. As of May 2018, the Series E
Preferred Stock is redeemable by NNN.
(3) The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 include accumulated and unpaid dividends
through the redemption date.
(4) Eligible for the 20% qualified business income deduction under section 199A of the Code that was established by the TCJA.
Note 11 – Income Taxes:
For income tax purposes, NNN may elect to treat certain subsidiaries as taxable REIT subsidiaries in which certain real estate
activities may be conducted.
NNN currently has no TRS entities. The following information relates to former TRS entities.
62
The significant components of the net deferred income tax asset consist of the following at December 31 (dollars in
thousands):
Deferred tax assets:
Net operating loss carryforward
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Built-in gain
Total deferred tax liabilities
Net deferred tax asset
2018
2017
$
3,899
$
(3,858)
41
3,899
(3,858)
41
(41)
(41)
(41)
(41)
$
— $
—
In assessing the ability to realize a deferred tax asset, management considers whether it is more likely than not that some
portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon
the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment. The net operating loss carryforwards were generated by NNN’s former taxable REIT
subsidiaries. The net operating loss carryforwards begin to expire in 2028. Management believes it is unlikely that NNN will
realize all of the benefits of these deductible differences that existed as of December 31, 2018 and 2017.
There was no change in the valuation allowance for the year ended December 31, 2018. The decrease in the valuation
allowance for the year ended December 31, 2017 was $1,885,000.
For the years ended December 31, 2018, 2017, and 2016, there was no net income tax expense or benefit to NNN's former
TRS entities. The total income tax benefit (expense) differs from the amount computed by applying the statutory federal tax
rate to net earnings before taxes as follows for the years ended December 31 (dollars in thousands):
Loss carryforwards increase (decrease)
Built-in gain tax liability
Valuation allowance (increase) decrease
Total tax expense
2018
2017(1)
2016
$
$
— $
(2,019) $
—
—
134
1,885
— $
— $
55
22
(77)
—
(1) The changes for the year ended December 31, 2017, includes an amount attributable to the federal tax rate change within
the TCJA. The net income statement effect of the federal rate change is zero.
FASB prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. FASB also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition.
NNN, in accordance with FASB guidance included in Income Taxes, has analyzed its various federal and state filing
positions. NNN believes that its income tax filing positions and deductions are well documented and supported. Additionally,
NNN believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have
been recorded pursuant to the FASB guidance. In addition, NNN did not record a cumulative effect adjustment related to the
adoption of the FASB guidance.
NNN has had no unrecognized tax benefits during any of the years presented. Further, no interest or penalties have been
included since no reserves were recorded and no significant increases or decreases are expected to occur within the next 12
months. When applicable, such interest and penalties will be recorded in non-operating expenses. The periods that remain
open under federal statute are 2015 through 2018. NNN also files in many states with varying open years under statute.
63
Note 12 – Derivatives:
In accordance with the guidance on derivatives and hedging, NNN records all derivatives on the balance sheet at fair
value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the
resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm
commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to
hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash
flow hedges.
NNN’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate
movements or other identified risks. To accomplish this objective, NNN primarily uses treasury locks, forward starting swaps
and interest rate swaps as part of its cash flow hedging strategy. Treasury locks and forward starting swaps are used to hedge
forecasted debt issuances. Treasury locks designated as cash flow hedges lock in the yield/price of a treasury security.
Forward starting swaps also lock the associated swap spread. Interest rate swaps designated as cash flow hedges are used to
hedge the variable cash flows associated with floating rate debt and involve the receipt or payment of variable rate amounts
in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially
reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged
transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in
earnings.
NNN discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in
offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, the
derivative is re-designated as a hedging instrument or management determines that designation of the derivative as a hedging
instrument is no longer appropriate.
When hedge accounting is discontinued, NNN recognizes any changes in its fair value in earnings and continues to carry the
derivative on the balance sheet or may choose to settle the derivative at that time with a cash payment or receipt.
The following table outlines NNN's terminated derivatives which were hedging the risk of changes in forecasted interest
payments on forecasted issuance of long-term debt (dollars in thousands):
Terminated
Description
Aggregate
Notional
Amount
Liability (Asset)
Fair Value
When
Terminated
Fair Value
Deferred In Other
Comprehensive
Income(1)
April 2013
May 2014
October 2015
December 2016
September 2017
September 2018
Four forward starting swaps
$
240,000 $
3,156 $
Three forward starting swaps
Four forward starting swaps
Two forward starting swaps
Two forward starting swaps
Two forward starting swaps
225,000
300,000
180,000
250,000
250,000
6,312
13,369
(13,352)
7,690
(4,080)
3,141
6,312
13,369
(13,345)
7,688
(4,080)
(1) The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest
payments are made on the related notes payable.
As of December 31, 2018, $6,911,000 remains in other comprehensive income related to the effective portion of NNN’s
previous interest rate hedges. During the years ended December 31, 2018, 2017 and 2016, NNN reclassified $3,664,000,
$1,932,000 and $2,802,000, respectively, out of other comprehensive income as an increase to interest expense. Over the next
12 months, NNN estimates that an additional $1,306,000 will be reclassified as an increase in interest expense. Amounts
reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest
payments are made on NNN’s long-term debt.
NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as
hedges. NNN had no derivative financial instruments outstanding at December 31, 2018.
64
Note 13 – Performance Incentive Plan:
In May 2017, NNN filed a registration statement on Form S-8 with the Commission which permits the issuance of up to
1,800,000 shares of common stock pursuant to NNN’s 2017 Performance Incentive Plan (the “2017 Plan”). The 2017 Plan
replaced NNN’s previous 2007 Performance Incentive Plan (the "2007 Plan"). The 2017 Plan allows NNN to award or grant
to key employees, directors and persons performing consulting or advisory services for NNN or its affiliates, stock options,
stock awards, stock appreciation rights, Phantom Stock Awards, Performance Awards and Leveraged Stock Purchase Awards,
each as defined in the 2017 Plan.
There were no stock options outstanding or exercisable at December 31, 2018.
Pursuant to the 2017 Plan, NNN has granted and issued shares of restricted stock to certain officers and key associates of
NNN. The following summarizes the restricted stock activity for the year ended December 31, 2018:
Non-vested restricted shares, January 1
Restricted shares granted
Restricted shares vested
Restricted shares forfeited
Restricted shares repurchased
Non-vested restricted shares, December 31(1)
Number
of
Shares
Weighted
Average
Share Price
735,323
$
291,281
(175,243)
(67,153)
(2,644)
781,564
42.65
37.06
40.43
41.00
40.43
41.21
(1)
Includes grants made in 2015 and 2016 pursuant to the 2007 Plan to NNN's retired CEO. The performance criteria will
be complete January 1, 2019 and 2020, respectively.
Compensation expense for the restricted stock which is not contingent upon NNN’s performance goals is determined based
upon the fair value at the date of grant and is recognized as the greater of the amount amortized over a straight lined basis or
the amount vested over the vesting periods. Vesting periods for officers and key associates of NNN range from three to five
years and generally vest annually. NNN recognizes compensation expense on a straight-line basis for awards with only
service conditions.
During the years ended December 31, 2018 and 2017, NNN granted 175,626 and 169,495, respectively, performance based
shares subject to its total stockholder return after a three year period relative to its peers. The shares were granted to certain
executive officers and had weighted average grant price of $37.06 and $43.73, respectively, per share. Once the performance
criteria are met and the actual number of shares earned is determined, the shares vest immediately. For the 2018 and 2017
grants, the conditions are based on market conditions, and the fair value was determined at the grant date (for a fair value
share price of $23.70 and $25.77, respectively). Compensation expense is recognized over the requisite service period for
both grants.
The following summarizes other grants made during the year ended December 31, 2018, pursuant to the 2017 Plan.
Other share grants under the 2017 Plan:
Directors’ fees
Deferred directors’ fees
Shares available under the 2017 Plan for grant, end of period
Weighted
Average
Share Price
Shares
15,712
$
24,869
40,581
1,471,231
41.75
41.89
41.84
The total compensation expense for share-based payments for the years ended December 31, 2018, 2017 and 2016 totaled
$9,282,000, $12,971,000 and $10,758,000, respectively. At December 31, 2018, NNN had $11,029,000 of unrecognized
compensation cost related to non-vested share-based compensation arrangements under the 2017 Plan. This cost is expected
to be recognized over a weighted average period of 2.3 years. In addition, NNN recognized no performance based long-term
incentive cash compensation expense for the years ended December 31, 2018, 2017 and 2016.
65
Note 14 – Fair Value of Financial Instruments:
NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable
interest rate. NNN believes that the carrying value of its mortgages payable at December 31, 2018 and 2017, approximate fair
value based upon current market prices of comparable instruments (Level 3). At December 31, 2018 and 2017, the carrying
value and fair value of NNN’s notes payable net of unamortized discount and excluding debt costs, was $2,813,583,000 and
$2,507,106,000, respectively, based upon quoted market prices, which is a Level 1 valuation since NNN's notes payable are
publicly traded.
Note 15 – Quarterly Financial Data (unaudited):
The following table outlines NNN’s quarterly financial data (dollars in thousands, except per share data):
2018
Revenues as originally reported
Net earnings
Net earnings attributable to NNN
Net earnings per share(1):
Basic
Diluted
2017
Revenues as originally reported
Net earnings
Net earnings attributable to NNN
Net earnings per share(1):
Basic
Diluted
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
152,861
$
155,555
$
155,526
$
160,529
103,289
103,280
70,583
70,573
82,042
82,032
$
0.62
$
0.62
0.40
$
0.40
0.47
$
0.47
36,572
36,562
0.17
0.17
$
141,569
$
145,587
$
147,769
$
150,330
73,648
73,657
58,409
58,028
61,129
61,120
$
0.35
$
0.35
0.33
$
0.33
0.35
$
0.35
72,185
72,168
0.42
0.42
(1) Calculated independently for each period and consequently, the sum of the quarters may differ from the annual amount.
Note 16 – Segment Information:
For the years ended December 31, 2018, 2017 and 2016, NNN’s operations are reported within one operating segment in the
consolidated financial statements and all properties are part of the Properties or Property Portfolio.
Note 17 – Major Tenants:
As of December 31, 2018, NNN had no tenants that accounted for ten percent or more of its rental and earned income.
Note 18 – Commitments and Contingencies:
A summary of NNN's commitments are included in Note 2 – Real Estate.
In the ordinary course of its business, NNN is a party to various other legal actions which management believes are routine in
nature and incidental to the operation of the business of NNN. Management does not believe that any of these proceedings
are material to NNN's consolidated financial statements.
Note 19 – Subsequent Events:
NNN reviewed all subsequent events and transactions that have occurred after December 31, 2018, the date of the
consolidated balance sheet. There were no reportable subsequent events or transactions.
66
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Process for Assessment and Evaluation of Disclosure Controls and Procedures and Internal Control over Financing
Reporting.
NNN carried out an assessment as of December 31, 2018, of the effectiveness of the design and operation of its disclosure
controls and procedures and its internal control over financial reporting. This assessment was done under the supervision and
with the participation of management, including NNN’s Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer. Rules adopted by the Commission require NNN to present the conclusions of the Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer about the effectiveness of NNN’s disclosure controls and
procedures and the conclusions of NNN’s management about the effectiveness of NNN’s internal control over financial
reporting as of the end of the period covered by this annual report.
CEO and CFO Certifications. Included as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K are forms of
“Certification” of NNN’s Chief Executive Officer and Chief Financial Officer. The forms of Certification are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This section of the Annual Report on Form 10-K that
stockholders are currently reading is the information concerning the assessment referred to in the Section 302 certifications
and this information should be read in conjunction with the Section 302 certifications for a more complete understanding of
the topics presented.
Disclosure Controls and Procedures and Internal Control over Financial Reporting. Disclosure controls and procedures are
designed with the objective of providing reasonable assurance that information required to be disclosed in NNN’s reports
filed or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized
and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures are
also designed with the objective of providing reasonable assurance that such information is accumulated and communicated
to NNN’s management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as
appropriate, to allow timely decisions regarding required disclosure.
Internal control over financial reporting is a process designed by, or under the supervision of, NNN’s Chief Executive Officer,
Chief Financial Officer and Chief Accounting Officer, and affected by NNN’s Board of Directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles (“GAAP”) and includes those
policies and procedures that:
•
•
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of NNN’s assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that NNN’s receipts and
expenditures are being made in accordance with authorizations of management or the Board of Directors;
and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of NNN’s assets that could have a material adverse effect on NNN’s financial statements.
Scope of the Assessments. The assessment by NNN’s Chief Executive Officer, Chief Financial Officer and Chief Accounting
Officer of NNN’s disclosure controls and procedures and the assessment by NNN’s management, including NNN’s Chief
Executive Officer, Chief Financial Officer and Chief Accounting Officer, of NNN’s internal control over financial reporting
included a review of procedures and discussions with NNN’s management and others at NNN. In the course of the
assessments, NNN sought to identify data errors, control problems or acts of fraud and to confirm that appropriate corrective
action, including process improvements, were being undertaken.
NNN’s internal control over financial reporting is also assessed on an ongoing basis by personnel in NNN’s Accounting
department and by NNN’s internal auditors in connection with their internal audit activities. The overall goals of these
various assessment activities are to monitor NNN’s disclosure controls and procedures and NNN’s internal control over
financial reporting and to make modifications as necessary. NNN’s intent in this regard is that the disclosure controls and
67
procedures and the internal control over financial reporting will be maintained and updated (including with improvements
and corrections) as conditions warrant. Management also sought to deal with other control matters in the assessment, and in
each case if a problem was identified, management considered what revision, improvement and/or correction was necessary
to be made in accordance with NNN’s on-going procedures. The assessments of NNN’s disclosure controls and procedures
and NNN’s internal control over financial reporting is done on a quarterly basis so that the conclusions concerning
effectiveness of those controls can be reported in NNN’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.
Assessment of Effectiveness of Disclosure Controls and Procedures.
Based upon the assessments, NNN’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer have
concluded that, as of December 31, 2018, NNN’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting.
Management, including NNN’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, are
responsible for establishing and maintaining adequate internal control over financial reporting for NNN. Management used
the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – 2013
Integrated Framework to assess the effectiveness of NNN’s internal control over financial reporting. Based upon the
assessments, NNN’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2018,
NNN’s internal control over financial reporting was effective.
Attestation Report of the Registered Public Accounting Firm.
Ernst & Young LLP, NNN’s independent registered public accounting firm, audited the financial statements included in this
Annual Report on Form 10-K and in connection therewith has issued an attestation report on NNN’s effectiveness of internal
control over financial reporting as of December 31, 2018, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting.
During the three months ended December 31, 2018, there were no changes in NNN’s internal control over financial reporting
that materially affected, or are reasonably likely to materially affect, NNN’s internal control over financial reporting.
Limitations on the Effectiveness of Controls.
Management, including NNN’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, do not expect
that NNN’s disclosure controls and procedures or NNN’s internal control over financial reporting will prevent all errors and
all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within NNN have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The
design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over
time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error
or fraud may occur and not be detected.
Item 9B. Other Information
None.
68
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the sections thereof captioned “Proposal I: Election of Directors – Nominees,” “Proposal I: Election
of Directors – Executive Officers,” “Proposal I: Election of Directors – Code of Business Conduct and Insider Trading
Policy” and “Security Ownership ”, and such information in such sections is incorporated herein by reference.
Item 11. Executive Compensation
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the sections thereof captioned “Proposal I: Election of Directors – Director Compensation,”
“Executive Compensation” and “Compensation Committee Report”, and such information is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the sections thereof captioned "Executive Compensation – Equity Compensation Plan Information"
and “Security Ownership”, and such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the section thereof captioned “Certain Relationships and Related Transactions” and such information
is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the section thereof captioned “Audit Committee Report” and “Proposal III: Ratification of Ernst &
Young LLP as the Independent Registered Public Accounting Firm”, and such information is incorporated herein by
reference.
69
39
41
42
44
47
49
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report
(1) Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2018,
2017 and 2016
Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
Schedule III – Real Estate and Accumulated Depreciation and Amortization and Notes as of
December 31, 2018
All other schedules are omitted because they are not applicable or because the required information is
shown in the financial statements or the notes thereto.
(3) Exhibits
The following exhibits are filed as a part of this report.
3.
Articles of Incorporation and Bylaws
3.1
3.2
3.3
3.4
3.5
3.6
3.7
First Amended and Restated Articles of Incorporation of the Registrant, as amended (filed as
Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 3, 2012, and incorporated herein by reference).
Articles Supplementary Establishing and Fixing the Rights and Preferences of 6.625% Series D
Cumulative Preferred Stock, par value $0.01 per share, dated February 21, 2012 (filed as Exhibit
3.1 to the Registrant’s Current Report on Form 8-K dated February 23, 2012, incorporated herein
by reference).
Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.70% Series E
Cumulative Preferred Stock, par value $0.01 per share, dated May 29, 2013 (filed as Exhibit 3.2
to the Registrant’s Registration Statement on Form 8-A dated May 30, 2013, incorporated herein
by reference).
Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.20% Series F
Cumulative Preferred Stock, par value $0.01 per share, dated October 7, 2016 (filed as Exhibit
3.2 to the Registrant’s Registration Statement on Form 8-A dated October 11, 2016, incorporated
herein by reference).
Third Amended and Restated Bylaws of the Registrant, dated May 1, 2006, as amended (filed as
Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on February 19, 2014, and incorporated herein by reference).
Second Amendment to the Third Amended and Restated Bylaws of the Registrant, dated
December 13, 2007 (filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by
reference).
Third Amendment to the Third Amended and Restated Bylaws of the Registrant, dated February
13, 2014 (filed as Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 19, 2014, and incorporated herein by
reference).
70
4.
Instruments Defining the Rights of Security Holders, Including Indentures
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
Specimen Certificate of Common Stock, par value $0.01 per share, of the Registrant (filed as
Exhibit 3.4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-B filed with the
Securities and Exchange Commission and incorporated herein by reference).
Indenture, dated as of March 25, 1998, between the Registrant and First Union National Bank, as
trustee (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (Registration
No. 333-132095) filed with the Securities and Exchange Commission on February 28, 2006, and
incorporated herein by reference).
Specimen certificate representing the 6.625% Series D Cumulative Redeemable Preferred Stock,
par value $.01 per share, of the Registrant (filed as Exhibit 4.3 to the Registrant’s Registration
Statement on Form 8-A dated February 22, 2012 and filed with the Securities and Exchange
Commission on February 22, 2012, and incorporated herein by reference).
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as
Depositary, and the holders of depositary receipts (filed as Exhibit 4.20 to the Registrant’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4,
2012, and incorporated herein by reference).
Form of Eleventh Supplemental Indenture between National Retail Properties, Inc. and U.S.
Bank National Association relating to 3.800% Notes due 2022 (filed as Exhibit 4.1 to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14,
2012 and incorporated herein by reference).
Form of 3.800% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein
by reference).
Form of Twelfth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank
National Association relating to 3.300% Notes due 2023 (filed as Exhibit 4.1 to Registrant's
Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange
Commission on April 15, 2013 and incorporated herein by reference).
Form of 3.300% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and
incorporated herein by reference).
Specimen certificate representing the 5.70% Series E Cumulative Redeemable Preferred Stock,
par value $.01 per share, of the Registrant (filed as Exhibit 4.3 to the Registrant’s Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013
and incorporated herein by reference).
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as
Depositary, and the holders of depositary receipts (filed as Exhibit 4.1 to the Registrant’s
Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May
30, 2013 and incorporated herein by reference).
Form of Thirteenth Supplemental Indenture between National Retail Properties, Inc. and U.S.
Bank National Association relating to 3.900% Notes due 2024 (filed as Exhibit 4.1 to Registrant's
Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14,
2014, and incorporated herein by reference).
Form of 3.900% Notes due 2024 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated
herein by reference).
Form of Fourteenth Supplemental Indenture between National Retail Properties, Inc. and U.S.
Bank National Association relating to 4.000% Notes due 2025 (filed as Exhibit 4.1 to Registrant's
Current Report on Form 8-K and filed with the Securities and Exchange Commission on October
26, 2015, and incorporated herein by reference).
Form of 4.000% Notes due 2025 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated
herein by reference).
71
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
Specimen certificate representing the 5.20% Series F Cumulative Redeemable Preferred Stock,
par value $.01 per share, of the Registrant (filed as Exhibit 4.3 to the Registrant’s Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on October 11, 2016
and incorporated herein by reference).
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as
Depositary, and the holders of depositary receipts (filed as Exhibit 4.1 to the Registrant’s
Registration Statement on Form 8-A filed with the Securities and Exchange Commission on
October 11, 2016 and incorporated herein by reference).
Form of Fifteenth Supplemental Indenture between National Retail Properties, Inc. and U.S.
Bank National Association relating to 3.60% Notes due 2026 (filed as Exhibit 4.1 to Registrant's
Current Report on Form 8-K and filed with the Securities and Exchange Commission on
December 12, 2016, and incorporated herein by reference).
Form of 3.60% Notes due 2026 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
and filed with the Securities and Exchange Commission on December 12, 2016, and incorporated
herein by reference).
Form of Sixteenth Supplemental Indenture between National Retail Properties, Inc. and U.S.
Bank National Association relating to 3.50% Notes due 2027 (filed as Exhibit 4.1 to Registrant's
Current Report on Form 8-K and filed with the Securities and Exchange Commission on
September 19, 2017, and incorporated herein by reference).
Form of 3.50% Notes due 2027 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
and filed with the Securities and Exchange Commission on September 19, 2017, and
incorporated herein by reference).
Form of Seventeenth Supplemental Indenture between National Retail Properties, Inc. and U.S.
Bank National Association relating to 4.300% Notes due 2028 and 4.800% Notes due 2048 (filed
as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and
Exchange Commission on September 27, 2018, and incorporated herein by reference).
Form of 4.300% Notes due 2028 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
and filed with the Securities and Exchange Commission on September 27, 2018, and
incorporated herein by reference).
Form of 4.800% Notes due 2048 (filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K
and filed with the Securities and Exchange Commission on September 27, 2018, and
incorporated herein by reference).
10. Material Contracts
10.1
10.2
10.3
10.4
10.5
10.6
2007 Performance Incentive Plan (filed as Annex A to the Registrant’s 2007 Annual Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3,
2007, and incorporated herein by reference).
Form of Restricted Stock Agreement between NNN and the Participant of NNN (filed as Exhibit
10.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 15, 2005, and incorporated herein by reference).
Employment Agreement dated as of December 1, 2008, between the Registrant and Craig
Macnab (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 3, 2008, and incorporated herein by
reference).
Employment Agreement dated as of December 1, 2008, between the Registrant and Julian E.
Whitehurst (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 3, 2008, and incorporated herein by
reference).
Employment Agreement dated as of December 1, 2008, between the Registrant and Kevin B.
Habicht (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 3, 2008, and incorporated herein by
reference).
Employment Agreement dated as of December 1, 2008, between the Registrant and Paul E.
Bayer (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 3, 2008, and incorporated herein by
reference).
72
10.7
10.8
10.9
Employment Agreement dated as of December 1, 2008, between the Registrant and Christopher
P. Tessitore (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 3, 2008, and incorporated herein by
reference).
Form of Indemnification Agreement (as entered into between the Registrant and each of its
directors and executive officers) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form
8-K dated and filed with the Securities and Exchange Commission on June 12, 2009, and
incorporated herein by reference).
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant
and Craig Macnab (filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by
reference).
10.10 Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant
and Julian E. Whitehurst (filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission on February 24, 2011, and incorporated
herein by reference).
10.11 Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant
and Kevin B. Habicht (filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission on February 24, 2011, and incorporated
herein by reference).
10.12 Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant
and Paul E. Bayer (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by
reference).
10.13 Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant
and Christopher P. Tessitore (filed as Exhibit 10.14 to the Registrant’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated
herein by reference).
10.14 Amended and Restated Credit Agreement, dated as of May 25, 2011, by and among the
Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative
Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 1, 2011, and incorporated herein by reference).
10.15 Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN
(filed as Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.16 Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed
as Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.17 Form of Restricted Award Agreement - Special Grant between NNN and the Participant of NNN
(filed as Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.18 First Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2012, by
and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the
Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 1, 2012, and incorporated herein by
reference).
10.19 Employment Agreement dated as of January 2, 2014, between the Registrant and Stephen A.
Horn, Jr. (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 19, 2014, and incorporated herein by
reference).
10.20 Second Amendment to Amended and Restated Credit Agreement, dated as of October 27, 2014,
by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the
Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 28, 2014, and incorporated herein by
reference).
73
10.21 Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN
(filed as exhibit 10.21 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on May 2, 2016, and incorporated herein by reference).
10.22 Form of Restricted Award Agreement - Service - Non-Executives between NNN and the
Participant of NNN (filed as exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on May 2, 2016, and incorporated herein by
reference).
10.23 Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed
as exhibit 10.23 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 2, 2016, and incorporated herein by reference).
10.24 Retirement and Transition Agreement, dated as of September 29, 2016, between the registrant
and Craig Macnab (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 30, 2016, and incorporated herein
by reference).
10.25 Amended and Restated Employment Agreement, dated as of September 29, 2016, between the
registrant and Julian Whitehurst (filed as Exhibit 10.2 to the Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission on September 30, 2016, and
incorporated herein by reference).
10.26
2017 Performance Incentive Plan (filed as Annex A to the Registrant’s 2017 Annual Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on March 29,
2017, and incorporated herein by reference).
10.27 Third Amendment to Amended and Restated Credit Agreement, dated as of October 25, 2017, by
and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the
Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 26, 2017, and incorporated herein by
reference).
10.28 Amended and Restated Deferred Fee Plan for Directors, dated as of August 16, 2018 (filed as
exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2018, and incorporated herein by reference).
21. Subsidiaries of the Registrant (filed herewith).
23. Consent of Independent Registered Public Accounting Firm
23.1
Ernst & Young LLP dated February 12, 2019 (filed herewith).
24. Power of Attorney (included on signature page).
31. Section 302 Certifications
31.1
31.2
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32. Section 906 Certifications
32.1
32.2
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
74
99. Additional Exhibits
99.1
Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock
Exchange Listed Company Manual (filed herewith).
101.
Interactive Data File
101.1 The following materials from National Retail Properties, Inc. Annual Report on Form 10-K for
the period ended December 31, 2018, are formatted in Extensible Business Reporting Language:
(i) consolidated balance sheets, (ii) consolidated statements of comprehensive income, (iii)
consolidated statements of stockholders' equity (iv) consolidated statements of cash flows, and
(v) notes to consolidated financial statements.
Item 16. Form 10-K Summary
None.
75
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of February 2019.
SIGNATURES
NATIONAL RETAIL PROPERTIES, INC.
By:
/s/ Julian E. Whitehurst
Julian E. Whitehurst
Chief Executive Officer, President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
76
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of Julian E. Whitehurst, Kevin B. Habicht
and Michelle L. Miller as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or
her in any and all capacities, to sign any or all amendments to this report and to file same, with exhibits thereto and other
documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all
that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof.
Signature
/s/ Julian E. Whitehurst
Julian E. Whitehurst
/s/ Don DeFosset
Don DeFosset
/s/ Pamela K. Beall
Pamela K. Beall
/s/ Steven D. Cosler
Steven D. Cosler
/s/ David M. Fick
David M. Fick
/s/ Edward J. Fritsch
Edward J. Fritsch
______________
Betsy D. Holden
/s/ Sam L. Susser
Sam L. Susser
/s/ Kevin B. Habicht
Kevin B. Habicht
/s/ Michelle L. Miller
Michelle L. Miller
Chief Executive Officer, President and Director
February 12, 2019
Title
Date
Chairman of the Board
February 12, 2019
Director
Director
Director
Director
Director
Director
February 12, 2019
February 12, 2019
February 12, 2019
February 12, 2019
February 12, 2019
Director, Chief Financial Officer (Principal Financial Officer),
Executive Vice President, Assistant Secretary and Treasurer
February 12, 2019
Chief Accounting Officer (Principal Accounting Officer) and
Executive Vice President
February 12, 2019
77
OUR OFFICERS AND DIREC TORS
Executive Officers
JULIAN E. (JAY) WHITEHURST
President & Chief Executive Officer
Directors
PAMELA K. M. BEALL 1, 2
Executive Vice President
KEVIN B. HABICHT
Executive Vice President
& Chief Financial Officer
PAUL E. BAYER
Executive Vice President
& Chief Investment Officer
CHRISTOPHER P. TESSITORE
Executive Vice President
& General Counsel
STEPHEN A. HORN, JR.
Executive Vice President
& Chief Acquisition Officer
MICHELLE L. MILLER
Executive Vice President
& Chief Accounting Officer
& Chief Financial Officer
MPLX GP LLC
STEVEN D. COSLER 1,3
Operating Partner
Water Street Healthcare Partners
DON DEFOSSET
Chairman
DAVID M. FICK 1,3
Professional Faculty Member
Johns Hopkins University
Carey Business School; and,
President
BETSY D. HOLDEN 1,3
Senior Advisor
McKinsey & Company
Retired Co-CEO
Kraft Foods, Inc.
SAM L. SUSSER 2,3
President
Susser Investment Company
JULIAN E. (JAY) WHITEHURST
President & Chief Executive Officer
National Retail Properties, Inc.
KEVIN B. HABICHT
Executive Vice President
& Chief Financial Officer
Nandua Oyster Company
National Retail Properties, Inc.
EDWARD J. FRITSCH 1,2
President & Chief Executive Officer
Highwoods Properties, Inc.
1 Member, Audit Committee
2 Member, Governance and Nominating Committee
3 Member, Compensation Committee
29
CONSECUTIVE ANNUAL DIVIDEND INCREASES
SHAREHOLDER INFORMATION
General Information
AST Financial
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
www.astfinancial.com
(866) 627-2644
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Corporate Office
National Retail Properties, Inc.
450 S. Orange Avenue, Suite 900
Shareholder Toll‑free Line
(866) 627-2644
Worldwide: (718) 921-8346
Fax: (718) 236-2641
Orlando, FL 32801
(800) NNN-REIT
(407) 265-7348
www.nnnreit.com
For Dividend Reinvestment
AST Financial
P.O. Box 922
Wall Street Station
New York, NY 10269
Form 10‑K
A copy of the Company’s Form 10-K, as
filed with the Securities and Exchange
Commission (SEC) for fiscal 2018, which
includes as Exhibits the Chief Executive
Officer and Chief Financial Officer
certifications required to be filed with
the SEC pursuant to Section 302 of the
Sarbanes-Oxley Act, has been filed with
the SEC and may also be obtained by
stockholders without charge upon written
request to the Company’s Secretary at
the above address, or by visiting
www.nnnreit.com. During fiscal 2018,
the Company filed with the New York Stock
Exchange (NYSE) the Certification of its
Chief Executive Officer confirming that the
Chief Executive Officer was not aware of any
violations by the Company of the NYSE’s
corporate governance listing standards.
450 S. Orange Avenue, Suite 900
Orlando, FL 32801
(800) NNN-REIT
www.nnnreit.com