8-K

NNN REIT, INC. (NNN)

8-K 2024-05-01 For: 2024-05-01
View Original
Added on April 04, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2024

NNN REIT, INC.

(exact name of registrant as specified in its charter)

Maryland 001-11290 56-1431377
(State or other jurisdiction of<br><br>incorporation or organization) (Commission<br><br>File Number) (I.R.S. Employment<br><br>Identification No.)

450 South Orange Avenue, Suite 900, Orlando, Florida 32801

(Address of principal executive offices, including zip code)

(407) 265-7348

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on which registered
Common Stock, $0.01 par value NNN New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 1, 2024, NNN REIT, Inc. (the "Company") issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2024. The press release is attached hereto as Exhibit 99.1. The press release is available on the Company's website.

The information in this Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated May 1, 2024, of NNN REIT, Inc.
104.1 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NNN REIT, Inc.
Dated: May 1, 2024 By: /s/ Kevin B. Habicht
Kevin B. Habicht
Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

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NEWS RELEASE

For information contact:

Kevin B. Habicht

Chief Financial Officer

(407) 265-7348 FOR IMMEDIATE RELEASE

May 1, 2024

FIRST QUARTER 2024 OPERATING RESULTS

ANNOUNCED BY NNN REIT, INC.

Orlando, Florida, May 1, 2024 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter ended March 31, 2024. Highlights include:

Operating Results:

• Revenues and net earnings, FFO, Core FFO and AFFO and diluted per share amounts:

Quarter Ended<br>March 31,
2024 2023
(dollars in thousands, <br>except per share data)
Revenues $ 215,407 $ 204,108
Net earnings $ 94,371 $ 90,167
Net earnings per share $ 0.52 $ 0.50
FFO $ 151,261 $ 145,549
FFO per share $ 0.83 $ 0.80
Core FFO $ 151,578 $ 145,972
Core FFO per share $ 0.83 $ 0.80
AFFO $ 153,259 $ 148,166
AFFO per share $ 0.84 $ 0.82

First Quarter 2024 Highlights:

• FFO and Core FFO per share increased 3.8% over prior year results

• AFFO per share increased 2.4% over prior year results

• Maintained high occupancy levels at 99.4%, with a weighted average remaining lease term of 10.0 years, at March 31, 2024 as compared to 99.5% at December 31, 2023 and 99.4% at March 31, 2023

• $124.5 million in property investments, including the acquisition of 20 properties with an aggregate gross leasable area of approximately 284,000 square feet at an initial cash cap rate of 8.0%

• Sold six properties for $18.5 million, producing $4.8 million of gains on sales

• Raised $21.5 million in net proceeds from the issuance of 519,494 common shares

• Maintained sector leading 11.8 year weighted average debt maturity

Steve Horn, Chief Executive Officer, commented: "NNN's first quarter was consistent and predictable with nearly $125 million in property acquisitions, yielding an initial cash cap rate of eight percent with an 18-year weighted average remaining lease term. With our strong property portfolio combined with over $1 billion of liquidity and strategic balance sheet management, NNN remains positioned to deliver long-term shareholder value as we progress through the year."

NNN REIT invests primarily in high-quality retail properties subject generally to long-term, net leases. As of March 31, 2024, the company owned 3,546 properties in 49 states with a gross leasable area of approximately 36.1 million square feet and a weighted average remaining lease term of 10.0 years. NNN is one of only three publicly traded real estate investment trusts to have increased annual dividends for 34 or more consecutive years. For more information on the company, visit www.nnnreit.com.

Management will hold a conference call on May 1, 2024, at 10:30 a.m. ET to review its results of operations. The call can be accessed on the NNN REIT website live at www.nnnreit.com. For those unable to listen to the live broadcast, a replay will be available on the company’s website. In addition, a summary of any earnings guidance given on the call will be posted to the company’s website.

Statements in this press release that are not strictly historical are “forward-looking” statements. These statements generally are characterized by the use of terms such as "believe," "expect," "intend," "may," "estimated," or other similar words or expressions. Forward-looking statements involve known and unknown risks, which may cause the company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, including inflation, local real estate conditions, changes in interest rates, increases in operating costs, the preferences and financial condition of the company's tenants, the availability of capital, risks related to the company's status as a real estate investment trust ("REIT"), and the potential impacts of an epidemic or pandemic on the company’s business operations, financial results, and financial position on the world economy. Additional information concerning these and other factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the company’s Securities and Exchange Commission (the "Commission”) filings, including, but not limited to, the company’s (i) Annual Report on Form 10-K for the year ended December 31, 2023 and (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. Copies of each filing may be obtained from the company or the Commission. Such forward-looking statements should be regarded solely as reflections of the company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. NNN REIT, Inc. undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

Funds From Operations, commonly referred to as "FFO", is a relative non-GAAP financial measure of operating performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and is used by the company as follows: net earnings (computed in accordance with GAAP) plus depreciation and amortization of assets unique to the real estate industry, excluding gains (or including losses), any applicable taxes and noncontrolling interests on the disposition of certain assets, the company’s share of these items from the company’s noncontrolling interests and any impairment charges on a depreciable real estate asset.

FFO is generally considered by industry analysts to be the most appropriate measure of 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 earnings as an indication of the company’s performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers FFO an appropriate measure of 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 a performance measure. The company’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. A reconciliation of net earnings (computed in accordance with GAAP) to FFO, as defined by NAREIT, is included in the financial information accompanying this release.

Core Funds From Operations (“Core FFO”) is a non-GAAP measure of operating performance that adjusts FFO to eliminate the impact of certain GAAP income and expense amounts that the company believes are infrequent and unusual in nature and/or not related to its core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the REIT industry, and management believes that presentation of Core FFO provides investors with a potential metric to assist in their evaluation of the company’s operating performance across multiple periods and in comparison to the operating

performance of its peers because it removes the effect of unusual items that are not expected to impact the company’s operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of the company’s core business operations and is a factor in determining management compensation. Items included in calculating FFO that may be excluded in calculating Core FFO may include items such as transaction related gains, income or expense, impairments on land or commercial mortgage residual interests, executive retirement costs or other non-core amounts as they occur. The company’s computation of Core FFO may differ from the methodology for calculating Core FFO used by other equity REITs, and therefore, may not be comparable to such other REITs. A reconciliation of net earnings (computed in accordance with GAAP) to Core FFO is included in the financial information accompanying this release.

Adjusted Funds From Operations (“AFFO”) is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO adjusts FFO for certain non-cash items that reduce or increase net income in accordance with GAAP. AFFO should not be considered an alternative to net earnings, as an indication of the company's performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers AFFO a useful supplemental measure of the company’s performance. The company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore, may not be comparable to such other REITs. A reconciliation of net earnings (computed in accordance with GAAP) to AFFO is included in the financial information accompanying this release.

NNN REIT, Inc.

(dollars in thousands, except per share data)

(unaudited)

Quarter Ended<br>March 31,
2024 2023
Income Statement Summary
Revenues:
Rental income $ 214,825 $ 203,630
Interest and other income from real estate transactions 582 478
215,407 204,108
Operating expenses:
General and administrative 12,584 12,251
Real estate 7,154 6,846
Depreciation and amortization 60,615 59,148
Leasing transaction costs 33 75
Impairment losses – real estate, net of recoveries 1,204 2,640
Executive retirement costs 317 423
81,907 81,383
Gain on disposition of real estate 4,821 6,300
Earnings from operations 138,321 129,025
Other expenses (revenues):
Interest and other income (119 ) (33 )
Interest expense 44,069 38,891
43,950 38,858
Net earnings $ 94,371 $ 90,167
Weighted average shares outstanding:
Basic 181,794,208 180,845,503
Diluted 182,212,897 181,434,345
Net earnings per share available to stockholders:
Basic $ 0.52 $ 0.50
Diluted $ 0.52 $ 0.50

NNN REIT, Inc.

(dollars in thousands, except per share data)

(unaudited)

Quarter Ended<br>March 31,
2024 2023
Funds From Operations ("FFO") Reconciliation:
Net earnings $ 94,371 $ 90,167
Real estate depreciation and amortization 60,507 59,042
Gain on disposition of real estate (4,821 ) (6,300 )
Impairment losses – depreciable real estate, net of recoveries 1,204 2,640
Total FFO adjustments 56,890 55,382
FFO $ 151,261 $ 145,549
FFO per share:
Basic $ 0.83 $ 0.80
Diluted $ 0.83 $ 0.80
Core Funds From Operations ("Core FFO") Reconciliation:
Net earnings $ 94,371 $ 90,167
Total FFO adjustments 56,890 55,382
FFO 151,261 145,549
Executive retirement costs 317 423
Total Core FFO adjustments 317 423
Core FFO $ 151,578 $ 145,972
Core FFO per share:
Basic $ 0.83 $ 0.81
Diluted $ 0.83 $ 0.80

NNN REIT, Inc.

(dollars in thousands, except per share data)

(unaudited)

Quarter Ended<br>March 31,
2024 2023
Adjusted Funds From Operations ("AFFO") Reconciliation:
Net earnings $ 94,371 $ 90,167
Total FFO adjustments 56,890 55,382
Total Core FFO adjustments 317 423
Core FFO 151,578 145,972
Straight-line accrued rent, net of reserves 36 (469 )
Net capital lease rent adjustment 54 79
Below-market rent amortization (117 ) (112 )
Stock based compensation expense 3,567 3,101
Capitalized interest expense (1,859 ) (405 )
Total AFFO adjustments 1,681 2,194
AFFO $ 153,259 $ 148,166
AFFO per share:
Basic $ 0.84 $ 0.82
Diluted $ 0.84 $ 0.82
Other Information:
Rental income from operating leases(1) $ 209,084 $ 198,183
Earned income from direct financing leases(1) $ 119 $ 144
Percentage rent(1) $ 888 $ 763
Real estate expense reimbursement from tenants(1) $ 4,734 $ 4,540
Real estate expenses (7,154 ) (6,846 )
Real estate expenses, net of tenant reimbursements $ (2,420 ) $ (2,306 )
Amortization of debt costs $ 1,301 $ 1,199
Scheduled debt principal amortization (excluding maturities) $ $ 173 (2)
Non-real estate depreciation expense $ 111 $ 109
(1) For the quarters ended March 31, 2024 and 2023, the aggregate of such amounts is $214,825 and $203,630, respectively, and is classified as rental income on the income statement summary.
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(2) In April 2023, NNN repaid the remaining mortgages payable principal balance of $9,774.

NNN REIT, Inc.

2024 Earnings Guidance

Guidance is based on current plans and assumptions and subject to risks and uncertainties more fully described in this press release and the company's reports filed with the Commission.

2024 Guidance
Net earnings per share excluding any gains on disposition of real<br>    estate, impairment charges, and executive retirement costs $1.94 - $2.00 per share
Real estate depreciation and amortization per share $1.31 per share
Core FFO per share $3.25 - $3.31 per share
AFFO per share $3.29 - $3.35 per share
General and administrative expenses $46 - $48 Million
Real estate expenses, net of tenant reimbursements $9 - $11 Million
Acquisition volume $400 - $500 Million
Disposition volume $80 - $120 Million

NNN REIT, Inc.

(dollars in thousands)

(unaudited)

December 31,<br>2023
Balance Sheet Summary
Assets:
Real estate portfolio, net of accumulated depreciation and amortization 8,586,856 $ 8,535,851
Cash and cash equivalents 1,128 1,189
Restricted cash and cash held in escrow 3,966
Receivables, net of allowance of 717 and 669, respectively 3,569 3,649
Accrued rental income, net of allowance of 4,153 and 4,168, respectively 34,404 34,611
Debt costs, net of accumulated amortization of 24,525 and 23,952, respectively 2,723 3,243
Other assets 77,062 79,459
Total assets 8,705,742 $ 8,661,968
Liabilities:
Line of credit payable 116,200 $ 132,000
Notes payable, net of unamortized discount and unamortized debt costs 4,229,933 4,228,544
Accrued interest payable 75,487 34,374
Other liabilities 109,264 109,593
Total liabilities 4,530,884 4,504,511
Total equity 4,174,858 4,157,457
Total liabilities and equity 8,705,742 $ 8,661,968
Common shares outstanding 183,350,322 182,474,770
Gross leasable area, Property Portfolio (square feet) 36,137,000 35,966,000

All values are in US Dollars.

NNN REIT, Inc.

Debt Summary

As of March 31, 2024

(dollars in thousands)

(unaudited)

Unsecured Debt Principal Principal,<br>Net of<br>Unamortized<br>Discount Stated<br>Rate Effective<br>Rate Maturity Date
Line of credit payable $ 116,200 $ 116,200 SOFR + <br>87.5 bps 6.185 % June 2025
Unsecured notes payable:
2024 350,000 349,982 3.900 % 3.924 % June 2024
2025 400,000 399,817 4.000 % 4.029 % November 2025
2026 350,000 348,811 3.600 % 3.733 % December 2026
2027 400,000 399,361 3.500 % 3.548 % October 2027
2028 400,000 398,559 4.300 % 4.388 % October 2028
2030 400,000 399,192 2.500 % 2.536 % April 2030
2033 500,000 488,912 5.600 % 5.905 % October 2033
2048 300,000 296,156 4.800 % 4.890 % October 2048
2050 300,000 294,457 3.100 % 3.205 % April 2050
2051 450,000 442,096 3.500 % 3.602 % April 2051
2052 450,000 440,114 3.000 % 3.118 % April 2052
Total 4,300,000 4,257,457
Total unsecured debt(1) $ 4,416,200 $ 4,373,657
Debt costs $ (42,595 )
Accumulated amortization 15,071
Debt costs, net of accumulated amortization (27,524 )
Notes payable, net of unamortized discount and <br>    unamortized debt costs $ 4,229,933
(1) Unsecured debt has a weighted average interest rate of 4.0% and a weighted average maturity of 11.8 years.
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As of March 31, 2024, Net Debt / EBITDA based on current quarter EBITDA annualized is 5.5x.

NNN REIT, Inc.

Debt Summary – Continued

As of March 31, 2024

(unaudited)

Credit Facility and Note Covenants

The following is a summary of key financial covenants for the company's unsecured credit facility and notes, as defined and calculated per the terms of the facility's credit agreement and the notes' governing documents, respectively, which are included in the company's filings with the Commission. These calculations, which are not based on U.S. GAAP measurements, are presented to investors to show that as of March 31, 2024, the company believes it is in compliance with the covenants.

Key Covenants Required March 31, 2024
Unsecured Bank Credit Facility:
Maximum leverage ratio < 0.60 0.39
Minimum fixed charge coverage ratio > 1.50 4.43
Maximum secured indebtedness ratio < 0.40
Unencumbered asset value ratio > 1.67 2.64
Unencumbered interest ratio > 1.75 4.39
Unsecured Notes:
Limitation on incurrence of total debt ≤ 60% 40.9%
Limitation on incurrence of secured debt ≤ 40%
Debt service coverage ratio ≥ 1.50 4.4
Maintenance of total unencumbered assets ≥ 150% 244%

NNN REIT, Inc.

Property Portfolio

As of March 31, 2024

Top 20 Lines of Trade

As of March 31,
Lines of Trade 2024(1) 2023(2)
1. Automotive service 16.3% 14.4%
2. Convenience stores 16.2% 16.3%
3. Restaurants – full service 8.6% 9.0%
4. Restaurants – limited service 8.5% 8.9%
5. Family entertainment centers 6.7% 5.8%
6. Recreational vehicle dealers, parts and accessories 4.6% 4.1%
7. Health and fitness 4.4% 4.8%
8. Theaters 4.1% 4.3%
9. Equipment rental 2.9% 3.1%
10. Wholesale clubs 2.5% 2.6%
11. Automotive parts 2.4% 2.6%
12. Drug stores 2.3% 2.6%
13. Home improvement 2.2% 2.3%
14. Furniture 2.0% 2.1%
15. Medical service providers 1.8% 1.9%
16. General merchandise 1.4% 1.5%
17. Consumer electronics 1.3% 1.4%
18. Home furnishings 1.3% 1.4%
19. Travel plazas 1.3% 1.3%
20. Pet supplies and services 1.1% 0.9%
Other 8.1% 8.7%
Total 100.0% 100.0%

Top 10 States

State % of <br>Total(1) State % of <br>Total(1)
1. Texas 16.9% 6. North Carolina 3.8%
2. Florida 9.4% 7. Tennessee 3.7%
3. Illinois 5.1% 8. Indiana 3.7%
4. Ohio 4.9% 9. Virginia 3.3%
5. Georgia 4.8% 10. California 3.2%
As a percentage of annual base rent, which is the annualized base rent for all leases in place.
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(1) $831,010,000 as of March 31, 2024.
(2) $781,909,000 as of March 31, 2023.

NNN REIT, Inc.

Property Portfolio – Continued

As of March 31, 2024

Top 20 Tenants

Tenant # of <br>Properties % of <br>Total(1)
1. 7-Eleven 138 4.4%
2. Mister Car Wash 121 4.1%
3. Camping World 47 3.8%
4. Dave & Buster's 32 3.5%
5. LA Fitness 28 3.0%
6. GPM Investments (convenience stores) 150 2.9%
7. Flynn Restaurant Group (Taco Bell/Arby's) 204 2.7%
8. AMC Theatre 20 2.7%
9. BJ's Wholesale Club 13 2.5%
10. Mavis Tire Express Services 140 2.2%
11. Couche Tard (Pantry) 92 2.2%
12. Sunoco 61 2.0%
13. Walgreens 49 1.9%
14. Chuck-E-Cheese 53 1.8%
15. United Rentals 49 1.6%
16. Frisch's Restaurants 68 1.6%
17. Fikes (convenience stores) 58 1.5%
18. Life Time Fitness 3 1.3%
19. Bob Evans 106 1.3%
20. Best Buy 16 1.3%

Lease Expirations(2)

% of<br>Total(1) # of<br>Properties Gross Leasable<br>Area(3) % of<br>Total(1) # of<br>Properties Gross Leasable<br>Area(3)
2024 1.2% 39 534,000 2030 3.7% 115 1,560,000
2025 4.5% 176 1,539,000 2031 7.2% 185 2,697,000
2026 4.7% 211 2,111,000 2032 5.8% 215 2,328,000
2027 8.1% 235 3,591,000 2033 4.8% 137 1,460,000
2028 5.7% 230 2,173,000 Thereafter 50.1% 1,853 15,972,000
2029 4.2% 126 1,874,000
(1) Based on the annual base rent of $831,010,000, which is the annualized base rent for all leases in place as of March 31, 2024.
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(2) As of March 31, 2024, the weighted average remaining lease term is 10.0 years.
(3) Square feet.