Nnn REIT, Inc 10-Q for FY2024 Q2
Nnn REIT, Inc. (NNN)
About this 10-Q
Nnn REIT, Inc filed this 10-Q on August 1, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $216.81M
- up 7.0% from $202.64M a year earlier
- Net income
- $106.67M
- up 8.1% from net income of $98.7M a year earlier
- Diluted EPS
- $0.58
- up 7.4% from $0.54 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
Trading Symbol(s): |
Name of exchange on which registered: |
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ |
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 Exchange Act). Yes ☐ No
As of July 29, 2024, the registrant had
TABLE OF CONTENTS
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Part I – Financial Information |
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Item 1. |
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1 |
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Condensed Consolidated Statements of Income and Comprehensive Income |
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3 |
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7 |
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9 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
33 |
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Item 4. |
34 |
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Part II – Other Information |
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Item 1. |
35 |
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Item 1A. |
35 |
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Item 2. |
35 |
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Item 3. |
35 |
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Item 4. |
35 |
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Item 5. |
35 |
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Item 6. |
35 |
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37 |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NNN REIT, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
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June 30, |
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December 31, |
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(unaudited) |
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ASSETS |
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Real estate portfolio, net of accumulated depreciation and amortization |
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$ |
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$ |
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Cash and cash equivalents |
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Restricted cash and cash held in escrow |
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Receivables, net of allowance of $ |
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Accrued rental income, net of allowance of $ |
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Debt costs, net of accumulated amortization of $ |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Liabilities: |
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Line of credit payable |
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$ |
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$ |
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Notes payable, net of unamortized discount and unamortized debt costs |
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Accrued interest payable |
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Other liabilities |
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Total liabilities |
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Equity: |
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Stockholders' equity: |
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Common stock, $ |
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Capital in excess of par value |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
1
NNN REIT, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
(unaudited)
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Quarter Ended June 30, |
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Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues: |
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Rental income |
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$ |
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$ |
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$ |
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$ |
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Interest and other income from real estate transactions |
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Operating expenses: |
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General and administrative |
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Real estate |
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Depreciation and amortization |
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Leasing transaction costs |
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Impairment losses – real estate, net of recoveries |
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Executive retirement costs |
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Gain on disposition of real estate |
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Earnings from operations |
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Other expenses (revenues): |
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Interest and other income |
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( |
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( |
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( |
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( |
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Interest expense |
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Net earnings |
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$ |
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$ |
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$ |
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$ |
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Net earnings per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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Other comprehensive income: |
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Net earnings |
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$ |
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$ |
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$ |
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$ |
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Amortization of interest rate hedges |
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Total comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
2
NNN REIT, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Quarter Ended June 30, 2024
(dollars in thousands, except per share data)
(unaudited)
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Common |
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Capital in |
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Accumulated |
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Accumulated |
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Total |
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Balances at March 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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Dividends declared and paid: |
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$ |
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— |
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( |
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— |
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( |
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Issuance of common stock: |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock issuance costs |
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— |
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( |
) |
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— |
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— |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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Amortization of interest rate hedges |
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— |
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— |
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— |
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Balances at June 30, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
NNN REIT, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Quarter Ended June 30, 2023
(dollars in thousands, except per share data)
(unaudited)
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Common |
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Capital in |
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Accumulated |
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Accumulated |
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Total |
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Balances at March 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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Dividends declared and paid: |
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$ |
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— |
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( |
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— |
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( |
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Issuance of common stock: |
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— |
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— |
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— |
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Stock issuance costs |
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— |
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( |
) |
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— |
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— |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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Amortization of interest rate hedges |
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— |
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— |
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— |
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Balances at June 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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See accompanying notes to condensed consolidated financial statements.
4
NNN REIT, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Six Months Ended June 30, 2024
(dollars in thousands, except per share data)
(unaudited)
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Common |
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Capital in |
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Accumulated Deficit |
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Accumulated |
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Total |
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Balances at December 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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Dividends declared and paid: |
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$ |
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— |
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( |
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— |
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( |
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Issuance of common stock: |
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( |
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— |
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— |
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— |
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Stock issuance costs |
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— |
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( |
) |
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— |
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— |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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Amortization of interest rate hedges |
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— |
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— |
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— |
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Balances at June 30, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See accompanying notes to condensed consolidated financial statements.
5
NNN REIT, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Six Months Ended June 30, 2023
(dollars in thousands, except per share data)
(unaudited)
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Common |
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Capital in |
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Accumulated Deficit |
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Accumulated |
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Total |
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Balances at December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net earnings |
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— |
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— |
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— |
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Dividends declared and paid: |
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$ |
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— |
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( |
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— |
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( |
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Issuance of common stock: |
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( |
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— |
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— |
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— |
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Stock issuance costs |
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— |
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( |
) |
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— |
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— |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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Amortization of interest rate hedges |
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— |
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— |
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— |
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Balances at June 30, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6
NNN REIT, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
|
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Six Months Ended June 30, |
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2024 |
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2023 |
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Cash flows from operating activities: |
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Net earnings |
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$ |
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$ |
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Adjustments to reconcile net earnings to net cash provided by operating activities: |
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Depreciation and amortization |
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Impairment losses – real estate, net of recoveries |
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Amortization of notes payable discount |
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Amortization of debt costs |
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Amortization of mortgages payable premium |
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( |
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Amortization of interest rate hedges |
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Gain on disposition of real estate |
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( |
) |
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( |
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Performance incentive plan expense |
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Performance incentive plan payment |
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( |
) |
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( |
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Change in operating assets and liabilities, net of assets acquired and liabilities assumed: |
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Decrease in receivables |
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Decrease (increase) in accrued rental income |
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( |
) |
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Increase in other assets |
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( |
) |
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( |
) |
Increase (decrease) in accrued interest payable |
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( |
) |
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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 |
|
|
( |
) |
|
|
( |
) |
Principal payments received on mortgages and notes receivable |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
See accompanying notes to condensed consolidated financial statements.
7
NNN REIT, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(dollars in thousands)
(unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
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 of debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of common stock |
|
|
|
|
|
|
||
Stock issuance costs |
|
|
( |
) |
|
|
( |
) |
Payment of common stock dividends |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash(1) |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents and restricted cash at beginning of period(1) |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period(1) |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Interest paid, net of amount capitalized |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
||
Change in other comprehensive income |
|
$ |
|
|
$ |
|
||
Right-of-use asset recorded in connection with lease liability |
|
$ |
|
|
$ |
|
||
Change in work in progress accrual |
|
$ |
|
|
$ |
|
||
(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 Condensed Consolidated Balance Sheets. As of June 30, 2024, December 31, 2023 and June 30, 2023, NNN had restricted cash of $ |
See accompanying notes to condensed consolidated financial statements.
8
NNN REIT, INC.
and SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
Note 1 – Organization and Summary of Significant Accounting Policies:
Organization and Nature of Business. NNN REIT, Inc., a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. The term "NNN" or the "Company" refers to NNN REIT, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain of its 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").
|
|
June 30, 2024 |
Property Portfolio: |
|
|
Total Properties |
|
|
Gross leasable area (square feet) |
|
|
States |
|
|
Weighted average remaining lease term (years) |
|
NNN's operations are reported within
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles. The unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Operating results for the quarter and six months ended June 30, 2024, may not be indicative of the results that may be expected for the year ending December 31, 2024. Amounts as of December 31, 2023, included in the condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements, included herein, should be read in conjunction with the consolidated financial statements and notes thereto as well as Management's Discussion and Analysis of Financial Condition and Results of Operations in NNN's Form 10-K for the year ended December 31, 2023.
Principles of Consolidation. NNN's unaudited condensed 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”) Accounting Standards Codification ("ASC") guidance included in Topic 810, Consolidation. All significant intercompany account balances and transactions have been eliminated.
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, third-party costs and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. NNN recorded $
Purchase Accounting for Acquisition of Real Estate. In accordance with the FASB ASC guidance on business combinations, consideration for the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and, if applicable, to 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.
9
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 value relies upon ranking comparable properties' attributes from most to least similar.
The fair value of the tangible assets of an acquired 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.
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 renewal 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 valued by comparing the purchase price paid for a property after adjusting for existing in-place leases to the estimated fair value of the property as-if-vacant, determined as set forth above. This intangible asset 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.
Lease Accounting. NNN records its leases on the Property Portfolio in accordance with FASB ASC Topic 842, Leases ("ASC 842"). In addition, NNN records right-of-use assets and operating lease liabilities as lessee under operating leases in accordance with ASC 842.
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 on the Property Portfolio are predominantly classified as operating leases and are accounted for as follows:
Operating method – Properties with leases accounted for using the operating method are recorded at the cost of the real estate and depreciated on the straight-line method over their estimated remaining useful lives, which generally range from
Collectability. In accordance with ASC 842, NNN reviews the collectability of its rental income on an ongoing basis. NNN considers collectability indicators when analyzing accounts receivable (and accrued rent), historical bad debt levels, tenant credit-worthiness and current economic trends, all of which assists in evaluating the probability of outstanding and future rental income collections and the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy claims.
When NNN deems the collection of rental income from a tenant not probable, uncollected previously recognized rental revenue and any related accrued rent are reversed as a reduction to rental income and, subsequently, any rental income is only recognized when cash receipts are received. At this point, a tenant is deemed cash basis for accounting purposes. If NNN subsequently deems the collection of rental income is probable, any related accrued rental income or expense is restored.
10
As a result of the review of collectability, NNN recorded a write-off of $
The following table summarizes those tenants classified as cash basis for accounting purposes as of June 30:
|
|
2024 |
|
|
2023 |
|
|
||
Number of tenants |
|
|
|
|
|
|
|
||
Cash basis tenants as a percent of: |
|
|
|
|
|
|
|
||
Total Properties |
|
|
% |
|
|
% |
|
||
Total annual base rent |
|
|
% |
(1) |
|
% |
(2) |
||
Total gross leasable area |
|
|
% |
|
|
% |
|
||
Based on annualized base rent for all leases in place at the end of each respective quarter. |
||
|
(1) |
$ |
|
(2) |
$ |
During the six months ended June 30, 2024 and 2023, NNN recognized $
NNN includes an allowance for doubtful accounts in rental income on the Condensed Consolidated Statements of Income and Comprehensive Income.
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. On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined in FASB ASC Topic 360, Property, Plant and 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. At June 30, 2024 and December 31, 2023, NNN had recorded real estate held for sale of $
Real Estate Dispositions. When real estate is disposed, the related cost, accumulated depreciation or amortization and any accrued rental income from operating leases and the net investment from direct financing leases are removed from the accounts, and gains and losses from the dispositions are reflected in income. FASB ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets ("ASC 610-20"), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity that transfers a nonfinancial asset in the scope of ASC 610-20 follows a two-step derecognition model to determine whether (and when) to derecognize the asset. NNN determined the key transactions impacted by ASC 610-20 are recorded in gain on disposition of real estate reported on the Condensed Consolidated Statements of Income and Comprehensive Income. In accordance with ASC 610-20, NNN evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue recognition, as well as, transfer of control and transaction price allocation in determining the amount of gain or loss to record.
Impairment – Real Estate. NNN periodically assesses its long-lived real estate assets for possible impairment whenever certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These indicators include, but are not limited to: changes in real estate market conditions, the ability of NNN to re-lease properties that are currently vacant or become vacant, properties reclassified as held for sale, persistent vacancies greater than one year, and properties leased to tenants in bankruptcy. 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. The future undiscounted cash flows are primarily driven by estimated future market rents. Future cash flow estimates are sensitive to the assumptions made by management regarding future market rents, which are affected by expectations about future market and economic conditions. 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. NNN's Properties are leased primarily to retail tenants under long-term net leases and primarily held for investment. Generally, NNN's Property leases provide for initial terms of 10 to 20 years, with cash flows provided over the entire term.
11
Credit Losses on Financial Instruments. FASB ASC Topic 326, Financial Instruments – Credit Losses, requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings. The guidance requires a lifetime credit loss expected at inception and requires pooling of assets, which share similar risk characteristics. NNN is required to evaluate current economic conditions, as well as make future expectations of economic conditions. In addition, the measurement of the expected credit loss is over the asset's contractual term.
NNN held mortgages receivable, including accrued interest, of $
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 may 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. NNN held $
Debt Costs – Line of Credit Payable. Debt costs incurred in connection with NNN's $
Debt Costs – Notes Payable. Debt costs incurred in connection with the issuance of NNN's unsecured notes have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. NNN had debt costs of $
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 ASC 842, based on the terms of the lease of the leased asset. 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. Lease termination fees are recognized when collected subsequent to the related lease that is cancelled and NNN no longer has continuing involvement with the former tenant with respect to that property.
12
Earnings Per Share. Earnings per share have been computed pursuant to the FASB guidance included in FASB ASC Topic 260, Earnings Per Share. The guidance requires classification of the Company's unvested restricted share units, which carry 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 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 share using the two-class method (dollars in thousands):
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Basic and Diluted Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Earnings allocated to unvested restricted shares |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net earnings used in basic and diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and Diluted Weighted Average Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Unvested restricted shares |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Less: Unvested contingent restricted shares |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Weighted average shares outstanding used in |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding used in |
|
|
|
|
|
|
|
|
|
|
|
|
||||
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 taxable income it distributes to stockholders, provided it meets certain other requirements for qualifying as a REIT. As of June 30, 2024, NNN believes it has qualified as a REIT. Notwithstanding NNN's qualification for taxation as a REIT, NNN is subject to certain state and local income, franchise and excise taxes.
Fair Value Measurement. NNN's estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in FASB ASC Topic 820, Fair Value Measurement. 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:
13
Accumulated Other Comprehensive Income (Loss).
|
|
Gain (Loss) on |
|
|
|
Beginning balance, December 31, 2023 |
|
$ |
( |
) |
|
Reclassifications from accumulated other comprehensive income to net earnings |
|
|
|
(2) |
|
Ending balance, June 30, 2024 |
|
$ |
( |
) |
|
(1) |
Additional disclosure is included in "Note 4 – Notes Payable and Derivatives". |
(2) |
Recorded in interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification. |
New Accounting Pronouncements. In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), effective for fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The amendments in this update require public entities to provide enhanced disclosures primarily around segment expenses. On an annual and interim basis, entities will disclose significant segment expenses that are regularly provided to the chief operating decision maker and included with each measure of segment profit or loss, an amount for “other segment items” by reportable segment accompanied by a description of its composition, and all annual disclosures about segment profit and loss currently required by Topic 280 to be disclosed in interim periods. While NNN only has one reportable segment, NNN is currently evaluating the potential impact the adoption of ASU 2023-07 will have on its future disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), effective for annual periods beginning after December 15, 2024. The amendments in the update require public business entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold of equal to or greater than five percent of the amount computed by multiplying pretax income by the statutory income tax rate. The amendments also require that entities disclose on an annual basis information about the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The amendments eliminate some of the previous required disclosures for all entities relating to estimates of the change in unrecognized tax benefits reasonably possible within 12 months. NNN is currently evaluating the potential impact the adoption of ASU 2023-09 will have on its future disclosures.
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 which are required to prepare the unaudited condensed 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 purchase accounting for acquisition of real estate, the recoverability of the carrying value of long-lived assets and management's evaluation of the probability of outstanding and future lease payment collections. Estimates are sensitive to evaluations by management about current and future expectations of market and economic conditions. Actual results could differ from those estimates.
14
Note 2 – Real Estate:
Real Estate – Portfolio
Leases. At June 30, 2024, NNN's real estate portfolio had a weighted average remaining lease term of
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. Typically, the Property leases provide for initial terms of
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, including rent increases. NNN's lease term is based on the non-cancellable base term unless economic incentives make it reasonably certain that an option period to extend the lease will be exercised, in which event NNN includes the renewal options. 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.
Real Estate Portfolio. NNN's real estate consisted of the following at (dollars in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
Land and improvements(1) |
|
$ |
|
|
$ |
|
||
Buildings and improvements |
|
|
|
|
|
|
||
Leasehold interests |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Work in progress and improvements |
|
|
|
|
|
|
||
Accounted for using the operating method |
|
|
|
|
|
|
||
Accounted for using the direct financing method |
|
|
|
|
|
|
||
Classified as held for sale(2) |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
(1) |
Includes $ |
(2) |
As of June 30, 2024, six Properties were classified as held for sale. The one property classified as held for sale as of December 31, 2023 was sold during the six months ended June 30, 2024. |
15
NNN recognized the following revenues in rental income (dollars in thousands):
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Rental income from operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Earned income from direct financing leases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Percentage rent |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate expense reimbursement from tenants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Some leases provide for a free rent period or scheduled rent increases throughout the lease term. Such amounts are recognized on a straight-line basis over the terms of the leases.
For the six months ended June 30, 2024 and 2023, NNN recognized ($
Real Estate – Intangibles
In accordance with purchase accounting for the acquisition of real estate subject to a lease, NNN has recorded intangible assets and lease liabilities that consisted of the following at (dollars in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
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 |
|
$ |
|
|
$ |
|
||
The amounts amortized as a net increase to rental income for above-market and below-market in-place leases for the six months ended June 30, 2024 and 2023, were $
16
Real Estate – Dispositions
The following table summarizes the properties sold and the corresponding gain recognized on the disposition of properties (dollars in thousands):
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||||||||||
|
|
# of Sold |
|
Net |
|
|
# of Sold |
|
Net |
|
|
# of Sold |
|
Net |
|
|
# of Sold |
|
Net |
|
||||
Gain on disposition of real estate |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
||||||||
Real Estate – Commitments
NNN has committed to fund construction on
Total commitment(1) |
|
$ |
|
|
Less amount funded |
|
|
( |
) |
Remaining commitment |
|
$ |
|
(1) |
Includes land, construction costs, tenant improvements, lease costs, capitalized interest and third-party costs. |
Real Estate – Impairments
NNN periodically assesses its long-lived real estate assets for possible impairment whenever certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.
As a result of NNN's review of long-lived assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries as summarized in the table below (dollars in thousands):
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Total real estate impairments, net of recoveries |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of Properties: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vacant |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Occupied |
|
|
|
|
|
|
|
|
|
|
|
|
||||
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.
17
Note 3 – Line of Credit Payable:
In April 2024, NNN amended and restated its credit agreement to increase borrowing capacity under its unsecured revolving credit facility from $
Note 4 – Notes Payable and Derivatives:
Additional information related to NNN's notes payable and derivatives is included in NNN's Annual Report on Form 10-K for the year ended December 31, 2023.
In May 2024, NNN filed a prospectus supplement to the prospectus contained in its August 2023 shelf registration statement (see "Note 5 – Stockholders' Equity") and issued $
The 2034 Notes were sold at a discount with an aggregate net price of $
NNN received approximately $
The 2034 Notes are senior, unsecured obligations of NNN and are subordinated to all secured debt of NNN. NNN may redeem the 2034 Notes, in whole or part, at any time prior to the par call date at the redemption price as set forth in the supplemental indenture dated May 29, 2024 relating to the 2034 Notes; provided, however, that if NNN redeems the notes on or after the par call date, the redemption price will equal
In June 2024, NNN redeemed the $
As of June 30, 2024, $
NNN does not use derivatives for trading or speculative purposes. NNN had no derivative financial instruments outstanding at June 30, 2024.
18
Note 5 – Stockholders' Equity:
Universal Shelf Registration Statement. In August 2023, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which became automatically effective ("Universal Shelf"). The Universal Shelf permits the issuance by NNN of an indeterminate amount of debt and equity securities, including preferred stock, depositary shares, common stock, stock purchase contracts, rights, warrants, and units. NNN may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
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.
|
|
2023 ATM |
|
2020 ATM |
Shelf registration statement: |
|
|
|
|
Effective date |
|
August 2023 |
|
August 2020 |
Termination date |
|
August 2026 |
|
August 2023 |
Total allowable shares |
|
|
||
Total shares issued as of June 30, 2024 |
|
|
The following table outlines the common stock issuances pursuant to NNN's ATM (dollars in thousands, except per share data):
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Shares of common stock |
|
|
|
|
|
|
||
Average price per share (net) |
|
$ |
|
|
$ |
|
||
Net proceeds |
|
$ |
|
|
$ |
|
||
Stock issuance costs(1) |
|
$ |
|
|
$ |
|
||
(1) |
Stock issuance costs consist primarily of underwriters' and agents' fees and commissions, and legal and accounting fees. |
Dividend Reinvestment and Stock Purchase Plan. In February 2024, NNN filed a shelf registration statement for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") with the Commission that was automatically effective, and permits NNN to issue up to
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Shares of common stock |
|
|
|
|
|
|
||
Net proceeds |
|
$ |
|
|
$ |
|
||
Dividends.
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Dividends |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
In July 2024, NNN declared a dividend of $
19
Note 6 – 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. At June 30, 2024 and December 31, 2023, the fair value of NNN's notes payable excluding unamortized discount and debt costs was $
20
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K of NNN REIT, Inc. for the year ended December 31, 2023 ("2023 Annual Report"). The term “NNN” or the “Company” refers to NNN REIT, Inc. and all of its consolidated subsidiaries.
Forward-Looking Statements
The information herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and 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. Further, forward-looking statements speak only as of the date they are made, and NNN undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following is a summary of the risks and uncertainties, although not all risks and uncertainties, that could cause NNN's actual results to differ materially from those presented in NNN's forward-looking statement:
21
Additional information related to these risks and uncertainties are included in "Item 1A. Risk Factors" of NNN's 2023 Annual Report.
These risks and uncertainties may cause NNN's actual future results to differ materially from expected results. Readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. NNN undertakes no obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
NNN, a Maryland corporation, is a fully integrated 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").
As of June 30, 2024, NNN owned 3,548 Properties in 49 states, with an aggregate gross leasable area of approximately 36,095,000 square feet, and a weighted average remaining lease term of 10.0 years. Approximately 99 percent of the Properties were leased as of June 30, 2024.
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, line of trade and geographic diversification), the occupancy rate of the Property Portfolio, certain financial performance metrics and profitability measures, industry trends and industry performance compared to that of NNN.
22
NNN evaluates the creditworthiness of its significant 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 significant tenants, including past payment history and periodically meeting with senior management of certain tenants.
NNN continues to maintain its diversification by tenant, line of trade and geography. NNN's largest line of trade concentrations are the restaurant (including full and limited service) (16.9%), automotive service (16.7%), and convenience store (16.2%) 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 southeast (26.4%) and south (22.9%) 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 June 30, 2024 and 2023, the Property Portfolio remained approximately 99 percent leased and had a weighted average remaining lease term of approximately 10 years. High occupancy levels coupled with a triple-net lease structure, provides enhanced probability of achieving consistent earnings.
Additional information related to NNN and the Property Portfolio is included in NNN's 2023 Annual Report.
Results of Operations
Property Analysis
General. The following table summarizes the Property Portfolio:
|
|
June 30, |
|
|
December 31, 2023 |
|
|
June 30, |
|
|||
Properties Owned: |
|
|
|
|
|
|
|
|
|
|||
Number |
|
|
3,548 |
|
|
|
3,532 |
|
|
|
3,479 |
|
Total gross leasable area (square feet) |
|
|
36,095,000 |
|
|
|
35,966,000 |
|
|
|
35,492,000 |
|
Properties: |
|
|
|
|
|
|
|
|
|
|||
Leased and unimproved land |
|
|
3,522 |
|
|
|
3,514 |
|
|
|
3,457 |
|
Percent of Properties – leased and unimproved land |
|
|
99 |
% |
|
|
99 |
% |
|
|
99 |
% |
Weighted average remaining lease term (years) |
|
|
10.0 |
|
|
|
10.1 |
|
|
|
10.2 |
|
Total gross leasable area (square feet) – leased |
|
|
35,747,000 |
|
|
|
35,683,000 |
|
|
|
35,252,000 |
|
Total annualized base rent(1) |
|
$ |
837,568,000 |
|
|
$ |
818,749,000 |
|
|
$ |
794,475,000 |
|
(1) |
Annualized base rent is calculated by multiplying the monthly cash base rent in place at the end of each respective quarter, by 12. |
23
The following table summarizes the diversification of the Property Portfolio based on the top 20 lines of trade:
|
|
|
|
% of Annual Base Rent |
||||
|
|
Lines of Trade |
|
June 30, |
|
December 31, |
|
June 30, |
1. |
|
Automotive service |
|
16.7% |
|
15.6% |
|
14.5% |
2. |
|
Convenience stores |
|
16.2% |
|
16.4% |
|
16.9% |
3. |
|
Restaurants – limited service |
|
8.5% |
|
8.5% |
|
8.8% |
4. |
|
Restaurants – full service |
|
8.4% |
|
8.7% |
|
8.9% |
5. |
|
Family entertainment centers |
|
6.6% |
|
6.4% |
|
5.7% |
6. |
|
Recreational vehicle dealers, parts and accessories |
|
5.0% |
|
4.6% |
|
4.2% |
7. |
|
Theaters |
|
4.1% |
|
4.1% |
|
4.3% |
8. |
|
Health and fitness |
|
4.0% |
|
4.5% |
|
4.7% |
9. |
|
Equipment rental |
|
3.3% |
|
3.0% |
|
3.0% |
10. |
|
Wholesale clubs |
|
2.4% |
|
2.5% |
|
2.5% |
11. |
|
Automotive parts |
|
2.4% |
|
2.5% |
|
2.5% |
12. |
|
Drug stores |
|
2.3% |
|
2.4% |
|
2.5% |
13. |
|
Home improvement |
|
2.2% |
|
2.2% |
|
2.3% |
14. |
|
Furniture |
|
2.0% |
|
2.0% |
|
2.1% |
15. |
|
Medical service providers |
|
1.8% |
|
1.7% |
|
1.8% |
16. |
|
General merchandise |
|
1.4% |
|
1.4% |
|
1.5% |
17. |
|
Home furnishings |
|
1.3% |
|
1.3% |
|
1.5% |
18. |
|
Consumer electronics |
|
1.3% |
|
1.4% |
|
1.4% |
19. |
|
Travel plazas |
|
1.3% |
|
1.3% |
|
1.3% |
20. |
|
Pet supplies and services |
|
1.2% |
|
1.1% |
|
1.0% |
|
|
Other |
|
7.6% |
|
8.4% |
|
8.6% |
|
|
|
|
100.0% |
|
100.0% |
|
100.0% |
Based on annualized base rent for all leases in place at the end of each respective quarter. |
||
|
(1) |
$837,568,000 as of June 30, 2024. |
|
(2) |
$818,749,000 as of December 31, 2023. |
|
(3) |
$794,475,000 as of June 30, 2023. |
Property Acquisitions. The following table summarizes the Property acquisitions (dollars in thousands):
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of Properties |
|
|
16 |
|
|
|
36 |
|
|
|
36 |
|
|
|
79 |
|
Gross leasable area (square feet)(1) |
|
|
272,000 |
|
|
|
278,000 |
|
|
|
555,000 |
|
|
|
553,000 |
|
Cap rate(2) |
|
|
7.9 |
% |
|
|
7.2 |
% |
|
|
8.0 |
% |
|
|
7.1 |
% |
Total dollars invested(3) |
|
$ |
110,542 |
|
|
$ |
181,296 |
|
|
$ |
235,034 |
|
|
$ |
337,541 |
|
(1) |
Includes additional square footage from completed construction on existing Properties. |
(2) |
The cap rate is a weighted average, calculated as the initial cash annual base rent divided by the total purchase price of the Properties. |
(3) |
Includes dollars invested in projects under construction or tenant improvements for each respective period. |
NNN typically funds Property acquisitions either through borrowings under NNN's Credit Facility (as defined in "Capital Structure – Line of Credit Payable"), by issuing its debt or equity securities in the capital markets, with undistributed funds from operations, or with proceeds from the sale of Properties.
24
Property Dispositions. The following table summarizes the properties sold by NNN (dollars in thousands):
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Number of properties |
|
|
14 |
|
|
|
7 |
|
|
|
20 |
|
|
|
13 |
|
Gross leasable area (square feet) |
|
|
303,000 |
|
|
|
37,000 |
|
|
|
417,000 |
|
|
|
54,000 |
|
Net sales proceeds |
|
$ |
67,274 |
|
|
$ |
28,233 |
|
|
$ |
85,805 |
|
|
$ |
40,158 |
|
Net gain on disposition of real estate |
|
$ |
17,621 |
|
|
$ |
13,930 |
|
|
$ |
22,442 |
|
|
$ |
20,230 |
|
Cap rate(1) |
|
|
7.7 |
% |
|
|
5.1 |
% |
|
|
7.4 |
% |
|
|
5.6 |
% |
(1) |
The cap rate is a weighted average of properties occupied at disposition, calculated as the cash annual base rent divided by the total gross proceeds received for the properties. |
NNN typically uses the disposition proceeds to either pay down the Credit Facility or reinvest in real estate.
Analysis of Revenues
The following table summarizes NNN's revenues (dollars in thousands):
|
|
Quarter Ended |
|
|
Percent |
|
|
Six Months Ended |
|
|
Percent |
|
||||||||||||
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
||||||
Rental Revenues(1) |
|
$ |
211,934 |
|
|
$ |
198,063 |
|
|
|
7.0 |
% |
|
$ |
422,025 |
|
|
$ |
397,153 |
|
|
|
6.3 |
% |
Real estate expense reimbursement |
|
|
4,206 |
|
|
|
4,363 |
|
|
|
(3.6 |
)% |
|
|
8,940 |
|
|
|
8,903 |
|
|
|
0.4 |
% |
Rental income |
|
|
216,140 |
|
|
|
202,426 |
|
|
|
6.8 |
% |
|
|
430,965 |
|
|
|
406,056 |
|
|
|
6.1 |
% |
Interest and other income from real |
|
|
673 |
|
|
|
214 |
|
|
|
214.5 |
% |
|
|
1,255 |
|
|
|
692 |
|
|
|
81.4 |
% |
Total revenues |
|
$ |
216,813 |
|
|
$ |
202,640 |
|
|
|
7.0 |
% |
|
$ |
432,220 |
|
|
$ |
406,748 |
|
|
|
6.3 |
% |
(1) |
Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Revenues"). |
Rental Income. Rental income increased for the quarter and six months ended June 30, 2024, as compared to the same periods in 2023. The increase is primarily due to the Rental Revenues from NNN's recent Property acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions").
25
Analysis of Expenses
The following table summarizes NNN's expenses (dollars in thousands):
|
|
Quarter Ended |
|
|
Percent Increase |
|
|
Six Months Ended |
|
|
Percent Increase |
|
||||||||||||
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
||||||
General and administrative |
|
$ |
11,789 |
|
|
$ |
10,740 |
|
|
|
9.8 |
% |
|
$ |
24,373 |
|
|
$ |
22,991 |
|
|
|
6.0 |
% |
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reimbursement from tenants |
|
|
4,206 |
|
|
|
4,363 |
|
|
|
(3.6 |
)% |
|
|
8,940 |
|
|
|
8,903 |
|
|
|
0.4 |
% |
Non-reimbursed |
|
|
2,552 |
|
|
|
2,473 |
|
|
|
3.2 |
% |
|
|
4,972 |
|
|
|
4,779 |
|
|
|
4.0 |
% |
Total real estate |
|
|
6,758 |
|
|
|
6,836 |
|
|
|
(1.1 |
)% |
|
|
13,912 |
|
|
|
13,682 |
|
|
|
1.7 |
% |
Depreciation and amortization |
|
|
62,503 |
|
|
|
59,875 |
|
|
|
4.4 |
% |
|
|
123,118 |
|
|
|
119,023 |
|
|
|
3.4 |
% |
Leasing transaction costs |
|
|
20 |
|
|
|
52 |
|
|
|
(61.5 |
)% |
|
|
53 |
|
|
|
127 |
|
|
|
(58.3 |
)% |
Impairment losses – real estate, net of |
|
|
944 |
|
|
|
34 |
|
|
|
2,676.5 |
% |
|
|
2,148 |
|
|
|
2,674 |
|
|
|
(19.7 |
)% |
Executive retirement costs |
|
|
153 |
|
|
|
309 |
|
|
|
(50.5 |
)% |
|
|
470 |
|
|
|
732 |
|
|
|
(35.8 |
)% |
Total operating expenses |
|
$ |
82,167 |
|
|
$ |
77,846 |
|
|
|
5.6 |
% |
|
$ |
164,074 |
|
|
$ |
159,229 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest and other income |
|
$ |
(976 |
) |
|
$ |
(74 |
) |
|
|
1,218.9 |
% |
|
$ |
(1,095 |
) |
|
$ |
(107 |
) |
|
|
923.4 |
% |
Interest expense |
|
|
46,577 |
|
|
|
40,094 |
|
|
|
16.2 |
% |
|
|
90,646 |
|
|
|
78,985 |
|
|
|
14.8 |
% |
Total other expenses |
|
$ |
45,601 |
|
|
$ |
40,020 |
|
|
|
13.9 |
% |
|
$ |
89,551 |
|
|
$ |
78,878 |
|
|
|
13.5 |
% |
As a percentage of total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
5.4 |
% |
|
|
5.3 |
% |
|
|
|
|
5.6 |
% |
|
|
5.7 |
% |
|
|
Non-reimbursed real estate |
|
|
1.2 |
% |
|
|
1.2 |
% |
|
|
|
|
1.2 |
% |
|
|
1.2 |
% |
|
|
General and Administrative. General and administrative expenses increased in amount; however, remained relatively flat as a percentage of total revenues for the quarter and six months ended June 30, 2024 as compared to the same periods in 2023. The increase is primarily attributable to an increase in compensation costs.
Real Estate. Total real estate expenses remained relatively consistent for the quarter and six months ended June 30, 2024, as compared to the same periods in 2023. NNN focuses on non-reimbursed real estate expenses (total real estate expenses, net of reimbursements from tenants). These expenses are typically attributable to (i) properties for which the lease terms do not obligate the tenant to pay certain expenses or (ii) vacant properties.
Impairment Losses – Real Estate, Net of Recoveries. As a result of NNN's review of long-lived assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries for the quarters and six months ended June 30, 2024 and 2023, which were less than one percent of NNN's total assets for the respective periods as reported on the Condensed Consolidated Balance Sheets. Due to NNN's core business of investing in real estate leased primarily to retail tenants under long-term net leases, the inherent risks of owning commercial real estate, and unknown potential changes in financial and economic conditions that may impact NNN's tenants, NNN believes it is reasonably possible to incur real estate impairment charges in the future.
26
Interest Expense. Interest expense increased for the quarter and six months ended June 30, 2024, as compared to the same periods in 2023. The following represents the primary changes in fixed rate long-term debt that impacted interest expense (dollars in thousands):
Transaction |
|
Effective Date |
|
Principal |
|
|
Stated |
|
Original Maturity |
|
Issuance 2033 Notes |
|
August 2023 |
|
$ |
500,000 |
|
|
5.600% |
|
October 2033 |
Issuance 2034 Notes |
|
May 2024 |
|
|
500,000 |
|
|
5.500% |
|
June 2034 |
Redemption 2024 Notes |
|
June 2024 |
|
|
(350,000 |
) |
|
3.900% |
|
June 2024 |
In addition to the transactions outlined above, the Credit Facility had a weighted average outstanding balance of $111,966,000 with a weighted average interest rate of 6.26% for the six months ended June 30, 2024 compared to a weighted average outstanding balance of $228,576,000 with a weighted average interest rate of 5.67% for the six months ended June 30, 2023.
Liquidity and Capital Resources
NNN's demand for funds has been, and will continue to be, primarily for (i) payment of operating expenses and dividends, (ii) property acquisitions and construction commitments, (iii) capital expenditures, (iv) payment of principal and interest on its outstanding indebtedness, and (v) other investments.
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's capital resources have and will continue to include, if available (i) proceeds from issuing debt or equity in the capital markets; (ii) secured or unsecured borrowings from banks or other lenders; (iii) proceeds from the sale of Properties; and (iv) to a lesser extent, by internally generated funds as well as undistributed funds from operations. 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.
NNN typically expects to fund both its short-term and long-term liquidity requirements, including investments in additional properties, with cash and cash equivalents, cash provided from operations, borrowings from NNN's Credit Facility or proceeds from the sale of Properties. As of June 30, 2024, NNN had $16,802,000 of cash, cash equivalents and restricted cash or cash held in escrow and $1,188,000,000 available for future borrowings under the Credit Facility. NNN may also fund liquidity requirements with new debt or equity issuances, although newly issued debt may be at higher interest rates than the rates on NNN's existing outstanding debt. NNN has the ability to limit future property acquisitions and strategically increase property dispositions. NNN expects these sources of liquidity and the discretionary nature of its property acquisition funding needs will allow NNN to meet its financial obligations over the long term.
Cash Flows. NNN had $16,802,000 of cash, cash equivalents and restricted cash, of which $14,672,000 was restricted cash or cash held in escrow at June 30, 2024. The table below summarizes NNN's cash flows (dollars in thousands):
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash, cash equivalents and restricted cash: |
|
|
|
|
|
|
||
Provided by operating activities |
|
$ |
311,194 |
|
|
$ |
299,294 |
|
Used in investing activities |
|
|
(139,348 |
) |
|
|
(288,109 |
) |
Used in financing activities |
|
|
(160,199 |
) |
|
|
(12,711 |
) |
Increase (decrease) |
|
|
11,647 |
|
|
|
(1,526 |
) |
Net cash at beginning of period |
|
|
5,155 |
|
|
|
6,778 |
|
Net cash at end of period |
|
$ |
16,802 |
|
|
$ |
5,252 |
|
27
Cash flow activities include:
Operating Activities. 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 six months ended June 30, 2024 and 2023, 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.
Investing Activities. Changes in cash for investing activities are primarily attributable to the acquisitions and dispositions of Properties as discussed in "Results of Operations – Property Analysis." NNN typically uses cash on hand, borrowings from its Credit Facility or proceeds from the sale of Properties to fund the acquisition of its Properties.
Financing Activities. NNN's financing activities for the six months ended June 30, 2024, included the following significant transactions:
Material Cash Requirements
NNN's material cash requirements include (i) long-term debt maturities; (ii) interest on long-term debt; (iii) common stock dividends (although all future distributions will be declared and paid at the discretion of the Board of Directors); and (iv) to a lesser extent, Property construction and other Property related costs that may arise.
The table below presents material cash requirements related to NNN's long-term obligations outstanding as of June 30, 2024 (see "Capital Structure") (dollars in thousands):
|
|
Date of Obligation |
|
|||||||||||||||||||||||||
|
|
Total |
|
|
2024 |
|
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
Thereafter |
|
|||||||
Long-term debt(1) |
|
$ |
4,450,000 |
|
|
$ |
— |
|
|
$ |
400,000 |
|
|
$ |
350,000 |
|
|
$ |
400,000 |
|
|
$ |
400,000 |
|
|
$ |
2,900,000 |
|
Long-term debt – interest(2) |
|
|
2,151,631 |
|
|
|
89,125 |
|
|
|
176,250 |
|
|
|
161,725 |
|
|
|
146,733 |
|
|
|
132,067 |
|
|
|
1,445,731 |
|
Credit Facility |
|
|
12,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,000 |
|
|
|
— |
|
Headquarters office lease |
|
|
9,687 |
|
|
|
421 |
|
|
|
210 |
|
|
|
981 |
|
|
|
1,005 |
|
|
|
1,030 |
|
|
|
6,040 |
|
Total contractual cash obligations |
|
$ |
6,623,318 |
|
|
$ |
89,546 |
|
|
$ |
576,460 |
|
|
$ |
512,706 |
|
|
$ |
547,738 |
|
|
$ |
545,097 |
|
|
$ |
4,351,771 |
|
(1) |
Includes only principal amounts outstanding under notes payable and excludes unamortized note discounts and debt costs. |
(2) |
Interest calculation on notes payable based on stated rate of the principal amount. |
28
Property Construction. NNN has committed to fund construction on 27 Properties. The improvements of such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at June 30, 2024, are outlined in the table below (dollars in thousands):
Total commitment(1) |
|
$ |
249,365 |
|
Less amount funded |
|
|
(174,649 |
) |
Remaining commitment |
|
$ |
74,716 |
|
(1) |
Includes land, construction costs, tenant improvements, lease costs, capitalized interest and third-party costs. |
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 property dispositions.
Properties. Typically, the Properties are leased under long-term triple-net leases, which require the tenant to pay all utilities and real estate 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.
The lost revenues and increased property expenses resulting from vacant Properties or the inability to collect lease payments 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 June 30, 2024, NNN owned 26 vacant, un-leased Properties which accounted for less than one percent of total Properties, and approximately one percent of aggregate gross leasable area held in the Property Portfolio.
Additionally, as of July 31, 2024, 0.7 percent of total annualized base rent, 1.0 percent of total Properties and 1.8 percent of aggregate gross leasable area held in the Property Portfolio, was leased to two tenants currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, these tenants have the right to reject or affirm their leases with NNN.
NNN generally monitors the financial performance of its significant tenants on an ongoing basis.
Dividends. 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 (dollars in thousands, except per share data):
|
|
Quarter Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Dividends |
|
$ |
103,159 |
|
|
$ |
99,745 |
|
|
$ |
205,843 |
|
|
$ |
199,146 |
|
Per share |
|
|
0.5650 |
|
|
|
0.5500 |
|
|
|
1.1300 |
|
|
|
1.1000 |
|
In July 2024, NNN declared a dividend of $0.5800 per share which is payable in August 2024 to its common stockholders of record as of July 31, 2024.
29
Capital Structure
NNN has used, and expects to use in the future, various forms of debt and equity securities primarily to fund property acquisitions and construction on its Properties and to pay down or refinance its outstanding debt.
The following is a summary of NNN's total outstanding debt as of (dollars in thousands):
|
|
June 30, |
|
|
Percentage |
|
|
December 31, 2023 |
|
|
Percentage |
|
||||
Line of credit payable |
|
$ |
12,000 |
|
|
|
0.3 |
% |
|
$ |
132,000 |
|
|
|
3.0 |
% |
Notes payable |
|
|
4,370,807 |
|
|
|
99.7 |
% |
|
|
4,228,544 |
|
|
|
97.0 |
% |
Total outstanding debt |
|
$ |
4,382,807 |
|
|
|
100.0 |
% |
|
$ |
4,360,544 |
|
|
|
100.0 |
% |
Line of Credit Payable. In April 2024, NNN amended and restated its credit agreement to increase borrowing capacity under its unsecured revolving credit facility from $1,100,000,000 to $1,200,000,000 and amended 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 $111,966,000 and a weighted average interest rate of 6.26% during the six months ended June 30, 2024. The Credit Facility has a base interest rate of the Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment of 10 basis points ("Adjusted SOFR"). The Credit Facility bears interest at Adjusted SOFR plus 77.5 basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. Additionally, as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG metrics are achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to April 2029. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, loan costs are classified as debt costs on the Condensed Consolidated Balance Sheets. As of June 30, 2024, there was $12,000,000 outstanding and $1,188,000,000 available for future borrowings under the Credit Facility, and NNN was in compliance with each of the Credit Facility financial covenants.
Universal Shelf Registration Statement. In August 2023, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which became automatically effective ("Universal Shelf"). The Universal Shelf permits the issuance by NNN of an indeterminate amount of debt and equity securities, including preferred stock, depositary shares, common stock, stock purchase contracts, rights, warrants and units.
30
Debt Securities – 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 |
|
|
Stated |
|
Effective |
|
Maturity Date |
|||
2025(4) |
|
October 2015 |
|
$ |
400,000 |
|
|
$ |
964 |
|
|
$ |
399,036 |
|
|
4.000% |
|
4.029% |
|
November 2025(5) |
2026(4) |
|
December 2016 |
|
|
350,000 |
|
|
|
3,860 |
|
|
|
346,140 |
|
|
3.600% |
|
3.733% |
|
December 2026(5) |
2027(4) |
|
September 2017 |
|
|
400,000 |
|
|
|
1,628 |
|
|
|
398,372 |
|
|
3.500% |
|
3.548% |
|
October 2027(5) |
2028(4) |
|
September 2018 |
|
|
400,000 |
|
|
|
2,848 |
|
|
|
397,152 |
|
|
4.300% |
|
4.388% |
|
October 2028(5) |
2030(4) |
|
March 2020 |
|
|
400,000 |
|
|
|
1,288 |
|
|
|
398,712 |
|
|
2.500% |
|
2.536% |
|
April 2030 |
2033 |
|
August 2023 |
|
|
500,000 |
|
|
|
11,620 |
|
|
|
488,380 |
|
|
5.600% |
|
5.905% |
|
October 2033 |
2034 |
|
May 2024 |
|
|
500,000 |
|
|
|
6,160 |
|
|
|
493,840 |
|
|
5.500% |
|
5.662% |
|
June 2034 |
2048 |
|
September 2018 |
|
|
300,000 |
|
|
|
4,239 |
|
|
|
295,761 |
|
|
4.800% |
|
4.890% |
|
October 2048 |
2050 |
|
March 2020 |
|
|
300,000 |
|
|
|
6,066 |
|
|
|
293,934 |
|
|
3.100% |
|
3.205% |
|
April 2050 |
2051 |
|
March 2021 |
|
|
450,000 |
|
|
|
8,406 |
|
|
|
441,594 |
|
|
3.500% |
|
3.602% |
|
April 2051 |
2052(4) |
|
September 2021 |
|
|
450,000 |
|
|
|
10,422 |
|
|
|
439,578 |
|
|
3.000% |
|
3.118% |
|
April 2052 |
(1) |
The proceeds from each note issuance were used to (i) pay down the outstanding balance on NNN's Credit Facility, (ii) redeem notes payable prior to maturity, (iii) redeem outstanding preferred stock, (iv) fund future property acquisitions, and/or (v) for general corporate purposes. |
(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 forward starting swaps which hedged the risk of changes in forecasted interest payments on forecasted issuance of long-term debt. Upon the issuance of a series of unsecured notes, NNN terminated such derivatives, and the resulting fair value was deferred in other comprehensive income. The deferred liability (asset) is being amortized over the term of the respective notes using the effective interest method. |
(5) |
The aggregate principal balance of the unsecured note maturities for the next five years is $1,550,000. |
Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN. NNN may redeem each series of notes, in whole or in part, at any time prior to the par call date for the notes at the redemption price as set forth in the applicable supplemental indenture relating to the notes; provided, however, that if NNN redeems the notes on or after the par call date, the redemption price will equal 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.
In connection with the outstanding debt offerings, NNN incurred debt issuance costs totaling $43,820,000 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 presented as a reduction to notes payable and are being amortized over the term of the respective notes using the effective interest method.
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 June 30, 2024, NNN was in compliance with those covenants.
31
Equity Securities
At-The-Market Offerings. NNN has established an ATM which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM:
|
|
2023 ATM |
|
2020 ATM |
Shelf registration statement: |
|
|
|
|
Effective date |
|
August 2023 |
|
August 2020 |
Termination date |
|
August 2026 |
|
August 2023 |
Total allowable shares |
|
17,500,000 |
|
17,500,000 |
Total shares issued as of June 30, 2024 |
|
803,443 |
|
7,722,511 |
The following table outlines the common stock issuances pursuant to NNN's ATM (dollars in thousands, except per share data):
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Shares of common stock |
|
|
803,443 |
|
|
|
650,135 |
|
Average price per share (net) |
|
$ |
41.69 |
|
|
$ |
43.98 |
|
Net proceeds |
|
$ |
33,493 |
|
|
$ |
28,592 |
|
Stock issuance costs(1) |
|
$ |
234 |
|
|
$ |
558 |
|
(1) |
Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees. |
Dividend Reinvestment and Stock Purchase Plan. In February 2024, NNN filed a shelf registration statement for its DRIP with the Commission that was automatically effective, and permits NNN to issue up to 4,000,000 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 NNN's DRIP (dollars in thousands):
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Shares of common stock |
|
|
34,309 |
|
|
|
35,922 |
|
Net proceeds |
|
$ |
1,313 |
|
|
$ |
1,615 |
|
Critical Accounting Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles. The unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The preparation of NNN's unaudited condensed consolidated financial statements 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 unaudited condensed consolidated financial statements. Estimates are sensitive to evaluations by management about current and future expectations of market and economic conditions. 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 consolidated financial statements. A summary of NNN's critical accounting estimates is included in NNN's 2023 Annual Report. NNN has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.
32
Item 3. 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 long-term debt which is used to finance NNN's Property acquisitions and development 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 reduce overall borrowing costs. To achieve its objectives, NNN borrows at both fixed and variable rates on its long-term debt and periodically uses derivatives to hedge the interest rate risk of future borrowings. As of June 30, 2024, NNN had no outstanding derivatives.
As of June 30, 2024, NNN's variable rate Credit Facility had $12,000,000 outstanding and a weighted average outstanding balance of $111,966,000 with a weighted average interest rate of 6.26% for the six months ended June 30, 2024 compared to a weighted average outstanding balance of $228,576,000 with a weighted average interest rate of 5.67% for the same period in 2023.
The information in the table below summarizes NNN's market risks associated with its debt obligations outstanding. The table presents, by year of expected maturity, principal payments and related interest rates for debt obligations outstanding as of June 30, 2024. The table incorporates only those debt obligations that existed as of June 30, 2024, 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 less than one percent for the six months ended June 30, 2024.
Debt Obligations(1) (dollars in thousands) |
|
|
|||||||||||||||
|
|
Variable Rate Debt |
|
|
Fixed Rate Debt |
|
|
||||||||||
|
|
Credit Facility |
|
|
Unsecured Debt(2) |
|
|
||||||||||
|
|
Debt |
|
|
Weighted |
|
|
Principal |
|
|
Effective |
|
|
||||
2024 |
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
2025 |
|
|
— |
|
|
|
— |
|
|
|
400,000 |
|
|
|
4.03 |
% |
|
2026 |
|
|
— |
|
|
|
— |
|
|
|
350,000 |
|
|
|
3.73 |
% |
|
2027 |
|
|
— |
|
|
|
— |
|
|
|
400,000 |
|
|
|
3.55 |
% |
|
2028 |
|
|
12,000 |
|
|
|
6.26 |
% |
|
|
400,000 |
|
|
|
4.39 |
% |
|
Thereafter |
|
|
— |
|
|
|
— |
|
|
|
2,900,000 |
|
|
|
4.22 |
% |
(3) |
Total |
|
$ |
12,000 |
|
|
|
6.26 |
% |
|
$ |
4,450,000 |
|
|
|
4.12 |
% |
|
Fair Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
June 30, 2024 |
|
$ |
12,000 |
|
|
|
|
|
$ |
3,864,675 |
|
|
|
|
|
||
December 31, 2023 |
|
$ |
132,000 |
|
|
|
|
|
$ |
3,801,367 |
|
|
|
|
|
||
(1) |
NNN's unsecured debt obligations have a weighted average interest rate of 4.1% and a weighted average maturity of 12.6 years. |
(2) |
Includes NNN's notes payable, each exclude unamortized discounts and debt costs. The fair value is based upon quoted market prices as of the close of the period, which is a Level 1 valuation since NNN's notes payable are publicly traded on the over-the-counter market. |
(3) |
Weighted average effective interest rate for years after 2028. |
33
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. An evaluation was performed under the supervision and with the participation of NNN's management, including NNN's Chief Executive Officer, Chief Financial Officer and Chief Accounting and Technology Officer ("NNN's Chief Officers"), of the effectiveness as of June 30, 2024, of the design and operation of NNN's disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, NNN's Chief Officers concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting. There has been no change in NNN's internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NNN's internal control over financial reporting.
34
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Not applicable.
Item 1A. Risk Factors.
There were no material changes in NNN's risk factors disclosed in Item 1A. Risk Factors in NNN's Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Not applicable.
Item 3. Defaults Upon Senior Securities. Not applicable.
Item 4. Mine Safety Disclosures. Not applicable.
Item 5. Other Information. Not applicable.
Item 6. Exhibits
The following exhibits are filed with the Securities and Exchange Commission ("Commission") as a part of this report, unless otherwise noted, each exhibit was previously filed with the Commission and is incorporated by reference below.
|
4. |
Instruments Defining the Rights of Security Holders, Including Indentures |
||
|
|
|
||
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
4.2 |
|
|
|
|
||
|
10. |
Material Contracts |
||
|
|
|
||
|
|
|
10.1 |
|
|
|
|
||
|
31. |
Section 302 Certifications(1) |
||
|
|
|
|
|
|
|
|
31.1 |
|
|
|
|
|
|
|
|
|
31.2 |
|
|
|
|
|
|
|
32. |
Section 906 Certifications(1) |
||
|
|
|
|
|
|
|
|
32.1 |
|
|
|
|
|
|
|
|
|
32.2 |
|
|
|
|
|
|
35
|
101. |
Interactive Data File |
||
|
|
|
|
|
|
|
|
101.1 |
The following materials from the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2024, are formatted in Inline Extensible Business Reporting Language ("Inline XBRL"): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income and comprehensive income, (iii) condensed consolidated statements of equity, (iv) condensed consolidated statements of cash flows and (v) notes to condensed consolidated financial statements. |
|
|
|
|
|
|
104. |
Cover Page Interactive Data File |
||
|
|
|
||
|
|
|
104.1 |
The cover page XBRL tags are embedded within the Inline XBRL document and included in Exhibit 101. |
|
(1) |
In accordance with Item 601(b)(32) of Regulation S-K, this exhibit is not deemed "filed" for purposes of section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
||
36
SIGNATURES
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 thereunto duly authorized.
DATED this 1st day of August, 2024.
NNN REIT, INC. |
||
|
|
|
By: |
/s/ Stephen A. Horn, Jr. |
|
|
Stephen A. Horn, Jr. |
|
|
Chief Executive Officer, President and Director |
|
|
|
|
By: |
/s/ Kevin B. Habicht |
|
|
Kevin B. Habicht |
|
|
Chief Financial Officer, Executive Vice President and Director |
|
37
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen A. Horn, Jr., certify that:
August 1, 2024 |
|
|
|
/s/ Stephen A. Horn, Jr. |
Date |
|
Name: |
|
Stephen A. Horn, Jr. |
|
|
Title: |
|
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin B. Habicht, certify that:
August 1, 2024 |
|
|
|
/s/ Kevin B. Habicht |
Date |
|
Name: |
|
Kevin B. Habicht |
|
|
Title: |
|
Executive Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Stephen A. Horn, Jr., Chief Executive Officer and President, certifies, to the best of his knowledge, that (1) this Quarterly Report of NNN REIT, Inc. (“NNN”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of NNN as of June 30, 2024 and December 31, 2023 and its results of operations for the quarters and six months ended June 30, 2024 and 2023.
August 1, 2024 |
|
|
|
/s/ Stephen A. Horn, Jr. |
Date |
|
Name: |
|
Stephen A. Horn, Jr. |
|
|
Title: |
|
President and Chief Executive Officer |
A signed original of this written statement required by Section 906 has been provided to NNN and will be retained by NNN and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Kevin B. Habicht, Chief Financial Officer and Executive Vice President, certifies, to the best of his knowledge, that (1) this Quarterly Report of NNN REIT, Inc. (“NNN”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of NNN as of June 30, 2024 and December 31, 2023 and its results of operations for the quarters and six months ended June 30, 2024 and 2023.
August 1, 2024 |
|
|
|
/s/ Kevin B. Habicht |
Date |
|
Name: |
|
Kevin B. Habicht |
|
|
Title: |
|
Executive Vice President and Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to NNN and will be retained by NNN and furnished to the Securities and Exchange Commission or its staff upon request.