8-K

NNN REIT, INC. (NNN)

8-K 2020-02-11 For: 2020-02-11
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: February 11, 2020

NATIONAL RETAIL PROPERTIES, INC.

(exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices, including zip code)

(407) 265-7348

(Registrant’s telephone number, including area code)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on which registered
Common Stock, $0.01 par value NNN New York Stock Exchange
5.200% Series F Preferred Stock, $0.01 par value NNN/PF New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition.

On February 11, 2020, National Retail Properties, Inc. (the "Company"), issued a press release announcing its results of operations and financial condition for the quarter and year ended December 31, 2019. The press release is attached hereto as Exhibit 99.1 to this report and the supplemental data is attached hereto as Exhibit 99.2 to this report. The press release and the supplemental data are available on the Company's website.

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

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 Press Release, dated February 11, 2020, of National Retail Properties, Inc.
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99.2 Supplemental Data, dated February 11, 2020, of National Retail Properties, Inc.
104.1 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

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

National Retail Properties, Inc.
Dated: February 11, 2020 By: /s/ Kevin B. Habicht
Kevin B. Habicht
Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release, dated February 11, 2020 of National Retail Properties, Inc.
99.2 Supplemental Data, dated February 11, 2020, of National Retail Properties, Inc.
104.1 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)
		Exhibit

nnnlogo123119a01.jpg

NEWS RELEASE

For information contact:

Kevin B. Habicht

Chief Financial Officer

(407) 265-7348    FOR IMMEDIATE RELEASE

February 11, 2020

RECORD ANNUAL RESULTS

ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

Orlando, Florida, February 11, 2020 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced operating results for the quarter and year ended December 31, 2019. Highlights include:

Operating Results:

Revenues and net earnings, FFO, Core FFO and AFFO available to common stockholders and diluted per share amounts:
Quarter Ended Year Ended
--- --- --- --- --- --- --- --- ---
December 31, December 31,
2019 2018 2019 2018
(in thousands, except per share data)
Revenues $ 173,376 $ 158,976 $ 670,487 $ 622,661
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Net earnings per common share $ 0.34 $ 0.17 $ 1.56 $ 1.65
FFO available to common stockholders $ 110,445 $ 82,491 $ 446,661 $ 395,337
FFO per common share $ 0.65 $ 0.52 $ 2.71 $ 2.53
Core FFO available to common stockholders $ 120,301 $ 101,001 $ 455,186 $ 414,590
Core FFO per common share $ 0.70 $ 0.63 $ 2.76 $ 2.65
AFFO available to common stockholders $ 122,205 $ 103,523 $ 462,325 $ 418,702
AFFO per common share $ 0.71 $ 0.65 $ 2.80 $ 2.68
Portfolio occupancy was 99.0% at December 31, 2019 as compared to 99.1% at September 30, 2019, and 98.2% at December 31, 2018
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2019 Highlights:

Increased annual FFO per common share 7.1%
Increased annual Core FFO per common share 4.2%
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Increased annual AFFO per common share 4.5%
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Dividend yield of 3.8% at December 31, 2019
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Annual dividend per common share increased 4.1% to $2.03 marking the 30th consecutive year of annual dividend increases - making the company one of only three equity REITs and less than 90 publicly traded companies in America to have increased annual dividends for 30 or more consecutive years
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Maintained high occupancy levels at 99.0% with a weighted average remaining lease term of 11.2 years
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2019 Highlights (continued):

Invested $752.5 million in 210 properties with an aggregate gross leasable area of approximately 3,164,000 square feet at an initial cash yield of 6.9%
Sold 59 properties for $126.2 million, producing $32.1 million of gains on sale, net of noncontrolling interest, at a cap rate of 5.9%
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Raised $524.8 million in net proceeds from issuance of 9,706,940 common shares
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$766.4 million availability on bank credit facility at December 31, 2019
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99.7% of properties are unencumbered with secured mortgage debt
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Total average annual shareholder return of 13.6% over the past 25 years exceeds industry and general equity averages
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Selected Highlights for the quarter ended December 31, 2019:

Investments:
$242.9 million in property investments, including the acquisition of 79 properties with an aggregate gross leasable area of approximately 519,000 square feet at an initial cash yield of 6.8%
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Dispositions:
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Sold 16 properties with net proceeds of $31.4 million, producing $7.0 million of gains on sales at a cap rate of 6.4%
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Long-term capital:
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Raised $3.0 million in net proceeds from the issuance of 53,791 common shares
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Jay Whitehurst, Chief Executive Officer, commented: "2019 was a year of significant milestones for National Retail Properties: our 35^th^ year in business; our 25^th^ year listed on the New York Stock Exchange, and most importantly, our 30^th^ year of consecutive annual dividend increases. Our steady execution continued to produce impressive outcomes. Our Core FFO per share increased by 4.2% over 2018 and our long-term total shareholder returns continued to exceed the REIT averages while, in our opinion, taking below average risk. Moreover, the continued execution of our long-term focused business plan positions National Retail Properties to continue this enviable track record of consistent performance into 2020 and beyond."

National Retail Properties invests primarily in high-quality retail properties subject generally to long-term, net leases. As of December 31, 2019, the company owned 3,118 properties in 48 states with a gross leasable area of approximately 32.5 million square feet and with a weighted average remaining lease term of 11.2 years. For more information on the company, visit www.nnnreit.com.

Management will hold a conference call on February 11, 2020, at 10:30 a.m. ET to review these results. The call can be accessed on the National Retail Properties web site live at http://www.nnnreit.com. For those unable to listen to the live broadcast, a replay will be available on the company’s web site. In addition, a summary of any earnings guidance given on the call will be posted to the company’s web site.

Statements in this press release that are not strictly historical are “forward-looking” statements. These statements generally are

characterized by the use of terms such as "believe," "expect," "intend," "may," "estimated," or other similar words or expressions. Forward-looking statements involve known and unknown risks, which may cause the company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate conditions, changes in interest rates, increases in operating costs, the preferences and financial condition of the company's tenants, the availability of capital and risks related to the company's status as a REIT. Additional information concerning these and other factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the company’s Securities and Exchange Commission (the “Commission”) filings, including, but not limited to, the company’s Annual Report on Form 10-K. Copies of each filing may be obtained from the company or the Commission. Such forward-looking statements should be regarded solely as reflections of the company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. National Retail Properties, Inc. undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

The reported results are preliminary and not final and there can be no assurance that the results will not vary from the final information filed on Form 10-K with the Commission for the quarter and year ended December 31, 2019. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

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

2


FFO is generally considered by industry analysts to be the most appropriate measure of performance of real estate companies. FFO does not necessarily represent cash provided by operating activities in accordance with GAAP and should not be considered an alternative to net earnings as an indication of the company’s performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers FFO an appropriate measure of performance of an equity REIT because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time, and because industry analysts have accepted it as a performance measure. The company’s computation of FFO may differ from the methodology for calculating FFO used by other equity REITs, and therefore, may not be comparable to such other REITs. A reconciliation of net earnings (computed in accordance with GAAP) to FFO, as defined by NAREIT, is included in the financial information accompanying this release.

Core Funds From Operations (“Core FFO”) is a non-GAAP measure of operating performance that adjusts FFO to eliminate the impact of certain GAAP income and expense amounts that the company believes are infrequent and unusual in nature and/or not related to its core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the REIT industry, and management believes that presentation of Core FFO provides investors with a potential metric to assist in their evaluation of the company’s operating performance across multiple periods and in comparison to the operating performance of its peers because it removes the effect of unusual items that are not expected to impact the company’s operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of the company’s core business operations and is a factor in determining management compensation. Items included in calculating FFO that may be excluded in calculating Core FFO may include items like transaction related gains, income or expense, impairments on land or commercial mortgage residual interests, preferred stock redemption costs or other non-core amounts as they occur. The company’s computation of Core FFO may differ from the methodology for calculating Core FFO used by other equity REITs, and therefore, may not be comparable to such other REITs. A reconciliation of net earnings (computed in accordance with GAAP) to Core FFO is included in the financial information accompanying this release.

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

3


National Retail Properties, Inc.<br><br>(in thousands, except per share data)<br><br>(unaudited)
Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Income Statement Summary
Revenues:
Rental income $ 173,163 $ 158,827 $ 669,009 $ 621,399
Interest and other income from real estate transactions 213 149 1,478 1,262
173,376 158,976 670,487 622,661
Operating expenses:
General and administrative 10,127 8,267 37,651 34,248
Real estate 7,258 7,649 27,656 25,099
Depreciation and amortization 48,102 44,117 188,871 174,398
Impairment losses – real estate, net of recoveries 10,868 18,494 31,992 28,211
Retirement severance costs 270 1,013
76,355 78,797 286,170 262,969
Gain on disposition of real estate 6,955 8,020 32,463 65,070
Earnings from operations 103,976 88,199 416,780 424,762
Other expenses (revenues):
Interest and other income (200 ) (1,553 ) (3,112 ) (1,810 )
Interest expense 30,307 34,940 120,023 115,847
Leasing transaction costs 83 261
Loss on early extinguishment of debt 18,240 18,240
30,190 51,627 117,172 132,277
Net earnings 73,786 36,572 299,608 292,485
Earnings attributable to noncontrolling interests (10 ) (428 ) (38 )
Net earnings attributable to NNN 73,786 36,562 299,180 292,447
Series E preferred stock dividends (911 ) (4,097 ) (13,201 ) (16,387 )
Series F preferred stock dividends (4,485 ) (4,485 ) (17,940 ) (17,940 )
Excess of redemption value over carrying value of preferred shares redeemed (9,856 ) (9,856 )
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Weighted average common shares outstanding:
Basic 170,763 159,193 164,688 155,745
Diluted 171,175 159,772 165,084 156,296
Net earnings per share available to common stockholders:
Basic $ 0.34 $ 0.17 $ 1.56 $ 1.65
Diluted $ 0.34 $ 0.17 $ 1.56 $ 1.65

4


National Retail Properties, Inc.<br><br>(in thousands, except per share data)<br><br>(unaudited)
Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Funds From Operations (FFO) Reconciliation:
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Real estate depreciation and amortization 47,998 44,037 188,537 174,076
Gain on disposition of real estate, net of noncontrolling interests (6,955 ) (8,020 ) (32,051 ) (65,070 )
Impairment losses – depreciable real estate, net of recoveries 10,868 18,494 31,992 28,211
Total FFO adjustments 51,911 54,511 188,478 137,217
FFO available to common stockholders $ 110,445 $ 82,491 $ 446,661 $ 395,337
FFO per common share:
Basic $ 0.65 $ 0.52 $ 2.71 $ 2.54
Diluted $ 0.65 $ 0.52 $ 2.71 $ 2.53
Core Funds From Operations Reconciliation:
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Total FFO adjustments 51,911 54,511 188,478 137,217
FFO available to common stockholders 110,445 82,491 446,661 395,337
Excess of redemption value over carrying value of preferred<br><br>share redemption 9,856 9,856
Retirement severance costs 270 1,013
Gain on sale of equity investments (1,331 )
Loss on early extinguishment of debt 18,240 18,240
Total Core FFO adjustments 9,856 18,510 8,525 19,253
Core FFO available to common stockholders $ 120,301 $ 101,001 $ 455,186 $ 414,590
Core FFO per common share:
Basic $ 0.70 $ 0.63 $ 2.76 $ 2.66
Diluted $ 0.70 $ 0.63 $ 2.76 $ 2.65

5


National Retail Properties, Inc.<br><br>(in thousands, except per share data)<br><br>(unaudited)
Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Adjusted Funds From Operations (AFFO) Reconciliation:
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Total FFO adjustments 51,911 54,511 188,478 137,217
Total Core FFO adjustments 9,856 18,510 8,525 19,253
Core FFO available to common stockholders 120,301 101,001 455,186 414,590
Straight-line accrued rent (631 ) 124 (2,333 ) (747 )
Net capital lease rent adjustment 94 220 602 874
Below market rent amortization (189 ) (288 ) (768 ) (2,622 )
Stock based compensation expense 2,932 2,641 10,737 9,282
Capitalized interest expense (302 ) (175 ) (1,099 ) (2,675 )
Total AFFO adjustments 1,904 2,522 7,139 4,112
AFFO available to common stockholders $ 122,205 $ 103,523 $ 462,325 $ 418,702
AFFO per common share:
Basic $ 0.72 $ 0.65 $ 2.81 $ 2.69
Diluted $ 0.71 $ 0.65 $ 2.80 $ 2.68
Other Information:
Rental income from operating leases^(1)^ $ 167,805 $ 152,915 $ 650,112 $ 602,131
Earned income from direct financing leases^(1)^ $ 174 $ 226 $ 798 $ 923
Percentage rent^(1)^ $ 260 $ 543 $ 1,310 $ 1,561
Real estate expense reimbursement from tenants^(1)^ $ 4,924 $ 5,143 $ 16,789 $ 16,784
Real estate expenses (7,258 ) (7,649 ) (27,656 ) (25,099 )
Real estate expenses, net of tenant reimbursements $ (2,334 ) $ (2,506 ) $ (10,867 ) $ (8,315 )
Amortization of debt costs $ 944 $ 1,917 $ 3,731 $ 4,611
Scheduled debt principal amortization (excluding maturities) $ 145 $ 138 $ 567 $ 538
Non-real estate depreciation expense $ 108 $ 83 $ 346 $ 332
^(1)^ The consolidated financial statements for the quarter and year ended December 31, 2019 and 2018 are presented under the new accounting standard, ASU 2016-02, "Leases (Topic 842)."  For the quarter and year ended December 31, 2019, the aggregate of such amounts is $173,163 and $669,009, respectively, classified as rental income on the income statement summary. For the quarter and year ended December 31, 2018, the aggregate of such amounts is $158,827 and $621,399, respectively.
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6


2020 Earnings Guidance (Unchanged from October 2019):
Guidance is based on current plans and assumptions and subject to risks and uncertainties more fully described in this press release and the company's reports filed with the Securities and Exchange Commission.
2020 Guidance
Net earnings per common share excluding any gains on disposition of real estate and impairment charges $1.70 - $1.74 per share
Real estate depreciation and amortization per share $1.13 per share
Core FFO per share $2.83 - $2.87 per share
AFFO per share $2.90 - $2.94 per share
General and administrative expenses $42.0 - $43.0 Million
Real estate expenses, net of tenant reimbursements $8.0 - $9.0 Million
Acquisition volume $550 - $650 Million
Disposition volume $80 - $120 Million

7


National Retail Properties, Inc.<br><br>(in thousands)<br><br>(unaudited)
December 31, 2019 December 31, 2018
Balance Sheet Summary
Assets:
Real estate:
Accounted for using the operating method, net of accumulated depreciation and amortization $ 7,290,025 $ 6,845,446
Accounted for using the direct financing method 4,204 8,069
Real estate held for sale 7,010 21,917
Cash and cash equivalents 1,112 114,267
Receivables, net of allowance of $506 and $2,273, respectively 2,874 3,797
Accrued rental income, net of allowance of $1,842 28,897 25,387
Debt costs, net of accumulated amortization of $15,574 and $14,118, respectively 2,783 4,081
Other assets 97,962 80,474
Total assets $ 7,434,867 $ 7,103,438
Liabilities:
Line of credit payable $ 133,600 $
Mortgages payable, including unamortized premium and net of unamortized debt costs 12,059 12,694
Notes payable, net of unamortized discount and unamortized debt costs 2,842,698 2,838,701
Accrued interest payable 18,250 19,519
Other liabilities 96,578 77,919
Total liabilities 3,103,185 2,948,833
Stockholders’ equity of NNN 4,331,675 4,154,250
Noncontrolling interests 7 355
Total equity 4,331,682 4,154,605
Total liabilities and equity $ 7,434,867 $ 7,103,438
Common shares outstanding 171,694 161,504
Gross leasable area, Property Portfolio (square feet) 32,460 30,487

8


National Retail Properties, Inc.<br><br>Debt Summary<br><br>As of December 31, 2019<br><br>(in thousands)<br><br>(unaudited)
Unsecured Debt Principal Principal, Net of Unamortized Discount Stated Rate Effective Rate Maturity Date
Line of credit payable $ 133,600 $ 133,600 L + 87.5 bps 2.788% January 2022
Unsecured notes payable:
2022 325,000 323,426 3.800% 3.985% October 2022
2023 350,000 349,049 3.300% 3.388% April 2023
2024 350,000 349,653 3.900% 3.924% June 2024
2025 400,000 399,391 4.000% 4.029% November 2025
2026 350,000 347,169 3.600% 3.733% December 2026
2027 400,000 398,693 3.500% 3.548% October 2027
2028 400,000 397,445 4.300% 4.388% October 2028
2048 300,000 295,842 4.800% 4.890% October 2048
Total 2,875,000 2,860,668
Total unsecured debt $ 3,008,600 $ 2,994,268
Debt costs $ (26,932 )
Accumulated amortization 8,962
Debt costs, net of accumulated amortization (17,970 )
Notes payable, net of unamortized discount and unamortized debt costs ^(1)^ $ 2,842,698
^(1)^ Unsecured notes payable have a weighted average interest rate of 4.0% and a weighted average maturity of 8.3 years
Mortgages Payable Principal Balance Interest Rate Maturity Date
--- --- --- --- --- ---
Mortgage^(1)^ $ 12,116 5.230% July 2023
Debt costs (147 )
Accumulated amortization 90
Debt costs, net of accumulated amortization (57 )
Mortgages payable, including unamortized premium and net of unamortized debt costs $ 12,059
^(1)^ Includes unamortized premium

9


National Retail Properties, Inc.

Property Portfolio

Top 20 Lines of Trade

As of December 31,
Line of Trade 2019^(1)^ 2018^(2)^
1. Convenience stores 18.2 % 18.0 %
2. Restaurants - full service 11.1 % 11.4 %
3. Automotive service 9.6 % 8.6 %
4. Restaurants - limited service 8.8 % 8.9 %
5. Family entertainment centers 6.7 % 7.1 %
6. Health and fitness 5.2 % 5.6 %
7. Theaters 4.7 % 5.0 %
8. Recreational vehicle dealers, parts and accessories 3.4 % 3.4 %
9. Automotive parts 3.1 % 3.4 %
10. Equipment rental 2.6 % 1.9 %
11. Home improvement 2.6 % 2.2 %
12. Wholesale clubs 2.5 % 2.3 %
13. Medical service providers 2.1 % 2.2 %
14. General merchandise 1.8 % 1.6 %
15. Home furnishings 1.7 % 1.5 %
16. Furniture 1.6 % 1.7 %
17. Travel plazas 1.6 % 1.7 %
18. Drug stores 1.6 % 1.8 %
19. Consumer electronics 1.5 % 1.6 %
20. Bank 1.3 % 1.6 %
Other 8.3 % 8.5 %
Total 100.0 % 100.0 %

Top 10 States

State % of Total^(1)^ State % of Total^(1)^
1. Texas 17.6 % 6. North Carolina 4.5 %
2. Florida 8.8 % 7. Indiana 4.0 %
3. Ohio 5.8 % 8. Tennessee 3.8 %
4. Illinois 5.0 % 9. Virginia 3.6 %
5. Georgia 4.5 % 10. California 3.3 %
^(1)^ Based on the annualized base rent for all leases in place as of December 31, 2019.
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^(2)^ Based on the annualized base rent for all leases in place as of December 31, 2018.
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10


National Retail Properties, Inc.

Property Portfolio

Top Tenants (≥ 2.0%)

Tenant Properties % of Total ^(1)^
7-Eleven 140 5.0%
Mister Car Wash 116 4.6%
Camping World 47 4.2%
LA Fitness 30 3.7%
Flynn Restaurant Group (Taco Bell/Arby's) 204 3.5%
GPM Investments (Convenience Stores) 151 3.3%
AMC Theatres 20 3.0%
Couche-Tard (Pantry) 85 2.8%
BJ's Wholesale Club 11 2.5%
Sunoco 61 2.3%
Chuck E. Cheese's 53 2.1%

Lease Expirations^(2)^

% of<br>Total^(1)^ # of<br>Properties Gross Leasable<br>Area ^(3)^ % of<br>Total^(1)^ # of<br>Properties Gross Leasable Area^(3)^
2020 1.7% 66 688,000 2026 4.5% 174 1,672,000
2021 3.5% 115 1,253,000 2027 7.1% 194 2,582,000
2022 5.5% 123 1,634,000 2028 4.5% 153 1,158,000
2023 2.9% 118 1,471,000 2029 3.0% 75 1,030,000
2024 3.7% 100 1,600,000 2030 3.7% 101 1,137,000
2025 5.3% 167 1,850,000 Thereafter 54.6% 1,698 15,743,000
^(1)^ Based on the annual base rent of $674,338,000, which is the annualized base rent for all leases in place as of December 31, 2019.
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^(2)^ As of December 31, 2019, the weighted average remaining lease term is 11.2 years.
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^(3)^ Square feet.
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11

		Exhibit

Exhibit 99.2

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ANNUAL SUPPLEMENTAL DATA


As of December 31, 2019


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TABLE OF CONTENTS

PAGE REFERENCE
Financial Summary
Income Statement Summary 1
Funds From Operations (FFO) 3
Core Funds From Operation 3
Adjusted Funds From Operations (AFFO) 4
Other Information 5
Balance Sheet 6
Debt Summary 7
Credit Metrics 8
Credit Facility and Note Covenants 8
Long-Term Dividend History 9
Transaction Summary
Property Acquisitions 10
Property Dispositions 10
Property Portfolio
Lease Expirations 11
Top 20 Lines of Trade 12
Top 10 States 12
Portfolio By Region 13
Top Tenants 13
Same Store Rental Income 14
Leasing Data 14
Other Property Portfolio Data 15
Earnings Guidance 15

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


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INCOME STATEMENT SUMMARY
(in thousands, except per share data)
(unaudited)
Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Revenues:
Rental income $ 173,163 $ 158,827 $ 669,009 $ 621,399
Interest and other income from real estate transactions 213 149 1,478 1,262
173,376 158,976 670,487 622,661
Operating expenses:
General and administrative 10,127 8,267 37,651 34,248
Real estate 7,258 7,649 27,656 25,099
Depreciation and amortization 48,102 44,117 188,871 174,398
Impairment losses – real estate, net of recoveries 10,868 18,494 31,992 28,211
Retirement severance costs 270 1,013
76,355 78,797 286,170 262,969
Gain on disposition of real estate 6,955 8,020 32,463 65,070
Earnings from operations 103,976 88,199 416,780 424,762
Other expenses (revenues):
Interest and other income (200 ) (1,553 ) (3,112 ) (1,810 )
Interest expense 30,307 34,940 120,023 115,847
Leasing transaction costs 83 261
Loss on early extinguishment of debt 18,240 18,240
30,190 51,627 117,172 132,277
Net earnings 73,786 36,572 299,608 292,485
Earnings attributable to noncontrolling interests (10 ) (428 ) (38 )
Net earnings attributable to NNN $ 73,786 $ 36,562 $ 299,180 $ 292,447

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INCOME STATEMENT SUMMARY
(in thousands, except per share data)
(unaudited)
Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Net earnings attributable to NNN $ 73,786 $ 36,562 $ 299,180 $ 292,447
Series E preferred stock dividends (911 ) (4,097 ) (13,201 ) (16,387 )
Series F preferred stock dividends (4,485 ) (4,485 ) (17,940 ) (17,940 )
Excess of redemption value over carrying value of preferred shares redeemed (9,856 ) (9,856 )
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Weighted average common shares outstanding:
Basic 170,763 159,193 164,688 155,745
Diluted 171,175 159,772 165,084 156,296
Net earnings per share available to common stockholders:
Basic $ 0.34 $ 0.17 $ 1.56 $ 1.65
Diluted $ 0.34 $ 0.17 $ 1.56 $ 1.65

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FUNDS FROM OPERATIONS (FFO)
(in thousands, except per share data)
(unaudited) Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Real estate depreciation and amortization: 47,998 44,037 188,537 174,076
Gain on disposition of real estate, net of noncontrolling interests (6,955 ) (8,020 ) (32,051 ) (65,070 )
Impairment losses – depreciable real estate, net of recoveries 10,868 18,494 31,992 28,211
Total FFO adjustments 51,911 54,511 188,478 137,217
FFO available to common stockholders $ 110,445 $ 82,491 $ 446,661 $ 395,337
FFO per common share:
Basic $ 0.65 $ 0.52 $ 2.71 $ 2.54
Diluted $ 0.65 $ 0.52 $ 2.71 $ 2.53
CORE FUNDS FROM OPERATIONS
--- --- --- --- --- --- --- --- --- ---
(in thousands, except per share data)
(unaudited) Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Total FFO adjustments 51,911 54,511 188,478 137,217
FFO available to common stockholders 110,445 82,491 446,661 395,337
Excess of redemption value over carrying value of preferred<br> share redemption 9,856 9,856
Retirement severance costs 270 1,013
Gain on sale of equity investments (1,331 )
Loss on early extinguishment of debt 18,240 18,240
Total Core FFO adjustments 9,856 18,510 8,525 19,253
Core FFO available to common stockholders $ 120,301 $ 101,001 $ 455,186 $ 414,590
Core FFO per common share:
Basic $ 0.70 $ 0.63 $ 2.76 $ 2.66
Diluted $ 0.70 $ 0.63 $ 2.76 $ 2.65

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ADJUSTED FUNDS FROM OPERATIONS (AFFO)
(in thousands, except per share data)
(unaudited)
Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Net earnings available to common stockholders $ 58,534 $ 27,980 $ 258,183 $ 258,120
Total FFO adjustments 51,911 54,511 188,478 137,217
Total Core FFO adjustments 9,856 18,510 8,525 19,253
Core FFO available to common stockholders 120,301 101,001 455,186 414,590
Straight-line accrued rent (631 ) 124 (2,333 ) (747 )
Net capital lease rent adjustment 94 220 602 874
Below market rent amortization (189 ) (288 ) (768 ) (2,622 )
Stock based compensation expense 2,932 2,641 10,737 9,282
Capitalized interest expense (302 ) (175 ) (1,099 ) (2,675 )
Total AFFO adjustments 1,904 2,522 7,139 4,112
AFFO available to common stockholders $ 122,205 $ 103,523 $ 462,325 $ 418,702
AFFO per common share:
Basic $ 0.72 $ 0.65 $ 2.81 $ 2.69
Diluted $ 0.71 $ 0.65 $ 2.80 $ 2.68

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nnnlogo123119a01.jpg nnn30yeargraphic4crgb.jpg OTHER INFORMATION
(in thousands)
(unaudited)
Quarter Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Rental income from operating leases^(1)^ $ 167,805 $ 152,915 $ 650,112 $ 602,131
Earned income from direct financing leases^(1)^ $ 174 $ 226 $ 798 $ 923
Percentage rent^(1)^ $ 260 $ 543 $ 1,310 $ 1,561
Real estate expense reimbursement from tenants^(1)^ $ 4,924 $ 5,143 $ 16,789 $ 16,784
Real estate expenses $ (7,258 ) $ (7,649 ) $ (27,656 ) $ (25,099 )
Real estate expenses, net of tenant reimbursements $ (2,334 ) $ (2,506 ) $ (10,867 ) $ (8,315 )
Amortization of debt costs $ 944 $ 1,917 $ 3,731 $ 4,611
Scheduled debt principal amortization (excluding maturities) $ 145 $ 138 $ 567 $ 538
Non-real estate depreciation expense $ 108 $ 83 $ 346 $ 332
^(1)^ The condensed consolidated financial statements for the quarter and year ended December 31, 2019 and 2018 are presented under the new accounting standard, ASU 2016-02, "Leases (Topic 842)."  For the quarter and year ended December 31, 2019, the aggregate of such amounts is $173,163 and $669,009, respectively, classified as rental income on the income statement summary. For the quarter and year ended December 31, 2018, the aggregate of such amounts is $158,827 and $621,399, respectively.
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BALANCE SHEET
(in thousands)
(unaudited) December 31, 2019 December 31, 2018
--- --- --- --- ---
Assets:
Real estate:
Accounted for using the operating method, net of accumulated depreciation and amortization $ 7,290,025 $ 6,845,446
Accounted for using the direct financing method 4,204 8,069
Real estate held for sale 7,010 21,917
Cash and cash equivalents 1,112 114,267
Receivables, net of allowance of $506 and $2,273, respectively 2,874 3,797
Accrued rental income, net of allowance of $1,842 28,897 25,387
Debt costs, net of accumulated amortization of $15,574 and $14,118, respectively 2,783 4,081
Other assets 97,962 80,474
Total assets $ 7,434,867 $ 7,103,438
Liabilities:
Line of credit payable $ 133,600 $
Mortgages payable, including unamortized premium and net of unamortized debt costs 12,059 12,694
Notes payable, net of unamortized discount and unamortized debt costs 2,842,698 2,838,701
Accrued interest payable 18,250 19,519
Other liabilities 96,578 77,919
Total liabilities 3,103,185 2,948,833
Stockholders’ equity of NNN 4,331,675 4,154,250
Noncontrolling interests 7 355
Total equity 4,331,682 4,154,605
Total liabilities and equity $ 7,434,867 $ 7,103,438
Common shares outstanding 171,694 161,504
Gross leasable area, Property Portfolio (square feet) 32,460 30,487

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DEBT SUMMARY
(in thousands)
As of December 31, 2019
Unsecured Debt Principal Principal, Net of Unamortized Discount Stated Rate Effective Rate Maturity Date
--- --- --- --- --- --- --- --- ---
Line of credit payable $ 133,600 $ 133,600 L + 87.5 bps 2.788% January 2022
Unsecured notes payable:
2022 325,000 323,426 3.800% 3.985% October 2022
2023 350,000 349,049 3.300% 3.388% April 2023
2024 350,000 349,653 3.900% 3.924% June 2024
2025 400,000 399,391 4.000% 4.029% November 2025
2026 350,000 347,169 3.600% 3.733% December 2026
2027 400,000 398,693 3.500% 3.548% October 2027
2028 400,000 397,445 4.300% 4.388% October 2028
2048 300,000 295,842 4.800% 4.890% October 2048
Total 2,875,000 2,860,668
Total unsecured debt $ 3,008,600 $ 2,994,268
Debt costs $ (26,932 )
Accumulated amortization 8,962
Debt costs, net of accumulated amortization (17,970 )
Notes payable, net of unamortized discount and unamortized debt costs ^(1)^ $ 2,842,698
^(1)^ Unsecured notes payable have a weighted average interest rate of 4.0% and a weighted average maturity of 8.3 years Mortgages Payable Interest Rate Maturity Date Principal Balance
--- --- --- --- --- --- ---
Mortgage^(1)^ 5.230 % July 2023 $ 12,116
Debt costs (147 )
Accumulated amortization 90
Debt costs, net of accumulated amortization (57 )
Mortgages payable, including unamortized premium and net of unamortized debt costs $ 12,059
^(1)^ Includes unamortized premium chart-13518464e19b565385e.jpg

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CREDIT METRICS ^(1)^
Ratings: Moody’s Baa1; S&P BBB+; Fitch BBB+
2015 2016 2017 2018 2019
Debt / Total assets (gross book) 33.2 % 30.2 % 35.3 % 34.6 % 35.3 %
Debt + preferred / Total assets (gross book) 42.9 % 43.9 % 44.0 % 42.6 % 39.3 %
Debt / EBITDA (last four quarters) 4.6 4.3 4.9 4.8 4.9
Debt + Pref Stock / EBITDA 5.9 6.2 6.1 5.9 5.5
EBITDA / Interest expense (cash) 4.6 4.8 4.7 4.8 5.0
EBITDA / Fixed charges (cash) 3.3 3.4 3.5 3.7 4.0

^(1)^ Debt amounts used in calculation are net of cash balances.

CREDIT FACILITY AND NOTES COVENANTS

The following is a summary of key financial covenants for the company's unsecured credit facility and notes, as defined and calculated per the terms of the facility's credit agreement and the notes' governing documents, respectively, which are included in the company's filings with the Commission. These calculations, which are not based on U.S. GAAP measurements, are presented to investors to show that as of December 31, 2019, the company believes it is in compliance with the covenants.

Unsecured Credit Facility Key Covenants Required December 31, 2019
Maximum leverage ratio < 0.60 0.34
Minimum fixed charge coverage ratio > 1.50 4.39
Maximum secured indebtedness ratio < 0.40 0.001
Unencumbered asset value ratio > 1.67 3.02
Unencumbered interest ratio > 1.75 5.36
Unsecured Notes Key Covenants Required December 31, 2019
Limitation on incurrence of total debt ≤ 60% 34.80%
Limitation on incurrence of secured debt ≤ 40% 0.14%
Debt service coverage ratio ≥ 1.50 5.01
Maintenance of total unencumbered assets ≥ 150% 287.80%

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LONG-TERM DIVIDEND HISTORY

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PROPERTY ACQUISITIONS

(dollars in thousands)

Year Ended December 31,
2019 2018
Total dollars invested $ 752,497 $ 715,572
Number of Properties 210 265
Gross leasable area (square feet) 3,164,000 2,167,000
Cash cap rate 6.9 % 6.8 %
PROPERTY DISPOSITIONS
---

(dollars in thousands)

Year Ended December 31,
2019 2018
Occupied Vacant Total Occupied Vacant Total
Number of properties 22 37 59 37 24 61
Gross leasable area (square feet) 318,000 795,000 1,113,000 552,000 134,000 686,000
Acquisition costs $ 70,590 $ 105,312 $ 175,902 $ 90,384 $ 31,366 $ 121,750
Net book value $ 37,451 $ 56,280 $ 93,731 $ 71,091 $ 11,660 $ 82,751
Net sale proceeds $ 58,396 $ 67,798 $ 126,194 $ 133,804 $ 13,842 $ 147,646
Cash cap rate 5.9 % 5.9 % 5.1 % 5.1 %

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| LEASE EXPIRATIONS | | --- || | % of<br>Total^(1)^ | | # of<br>Properties | Gross Leasable<br>Area ^(2)^ | | % of<br>Total^(1)^ | | # of<br>Properties | Gross Leasable Area^(2)^ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2020 | 1.7 | % | 66 | 688,000 | 2026 | 4.5 | % | 174 | 1,672,000 | | 2021 | 3.5 | % | 115 | 1,253,000 | 2027 | 7.1 | % | 194 | 2,582,000 | | 2022 | 5.5 | % | 123 | 1,634,000 | 2028 | 4.5 | % | 153 | 1,158,000 | | 2023 | 2.9 | % | 118 | 1,471,000 | 2029 | 3.0 | % | 75 | 1,030,000 | | 2024 | 3.7 | % | 100 | 1,600,000 | 2030 | 3.7 | % | 101 | 1,137,000 | | 2025 | 5.3 | % | 167 | 1,850,000 | Thereafter | 54.6 | % | 1,698 | 15,743,000 | | ^(1)^ | Based on the annual base rent of $674,338,000, which is the annualized base rent for all leases in place as of December 31, 2019. | | --- | --- | | ^(2)^ | Square feet. | | --- | --- |

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| TOP 20 LINES OF TRADE | | --- || | | As of December 31, 2019 | | | As of December 31, 2018 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Line of Trade | % of Total^(1)^ | | Properties | % of Total^(2)^ | | Properties | | 1. | Convenience stores | 18.2 | % | 657 | 18.0 | % | 617 | | 2. | Restaurants - full service | 11.1 | % | 458 | 11.4 | % | 453 | | 3. | Automotive service | 9.6 | % | 358 | 8.6 | % | 291 | | 4. | Restaurants - limited service | 8.8 | % | 530 | 8.9 | % | 498 | | 5. | Family entertainment centers | 6.7 | % | 98 | 7.1 | % | 98 | | 6. | Health and fitness | 5.2 | % | 35 | 5.6 | % | 35 | | 7. | Theaters | 4.7 | % | 33 | 5.0 | % | 33 | | 8. | Recreational vehicle dealers, parts and accessories | 3.4 | % | 38 | 3.4 | % | 36 | | 9. | Automotive parts | 3.1 | % | 161 | 3.4 | % | 179 | | 10. | Equipment rental | 2.6 | % | 80 | 1.9 | % | 59 | | 11. | Home improvement | 2.6 | % | 48 | 2.2 | % | 38 | | 12. | Wholesale clubs | 2.5 | % | 11 | 2.3 | % | 9 | | 13. | Medical service providers | 2.1 | % | 84 | 2.2 | % | 84 | | 14. | General merchandise | 1.8 | % | 75 | 1.6 | % | 59 | | 15. | Home furnishings | 1.7 | % | 20 | 1.5 | % | 18 | | 16. | Furniture | 1.6 | % | 45 | 1.7 | % | 44 | | 17. | Travel plazas | 1.6 | % | 27 | 1.7 | % | 27 | | 18. | Drug stores | 1.6 | % | 36 | 1.8 | % | 37 | | 19. | Consumer electronics | 1.5 | % | 17 | 1.6 | % | 17 | | 20. | Bank | 1.3 | % | 59 | 1.6 | % | 70 | | | Other | 8.3 | % | 248 | 8.5 | % | 267 | | | Total | 100.0 | % | 3,118 | 100.0 | % | 2,969 |

^(1)^ Based on the annualized base rent for all leases in place as of December 31, 2019.

^(2)^ Based on the annualized base rent for all leases in place as of December 31, 2018.

| TOP 10 STATES | | --- || | State | % of Total^(1)^ | | Properties | | State | % of Total^(1)^ | | Properties | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. | Texas | 17.6 | % | 502 | 6. | North Carolina | 4.5 | % | 156 | | 2. | Florida | 8.8 | % | 230 | 7. | Indiana | 4.0 | % | 146 | | 3. | Ohio | 5.8 | % | 199 | 8. | Tennessee | 3.8 | % | 142 | | 4. | Illinois | 5.0 | % | 142 | 9. | Virginia | 3.6 | % | 117 | | 5. | Georgia | 4.5 | % | 151 | 10. | California | 3.3 | % | 65 | | ^(1)^ Based on the annualized base rent for all leases in place as of December 31, 2019. | | | | | | | | | |

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PORTFOLIO BY REGION

As a percentage of annual base rent - December 31, 2019

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TOP TENANTS

Creditworthy Retailers

18% of annual base rent is from tenants with investment grade rated debt
65% of annual base rent is from tenants that are publicly traded and/or have rated debt
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Top 25 tenants (58% of annual base rent) operate an average of 1,100 stores each
--- ---
Top Tenants (≥2.0%) Properties % of Total ^(1)^
--- --- --- ---
7-Eleven 140 5.0 %
Mister Car Wash 116 4.6 %
Camping World 47 4.2 %
LA Fitness 30 3.7 %
Flynn Restaurant Group (Taco Bell/Arby's) 204 3.5 %
GPM Investments (Convenience Stores) 151 3.3 %
AMC Theatres 20 3.0 %
Couche-Tard (Pantry) 85 2.8 %
BJ's Wholesale Club 11 2.5 %
Sunoco 61 2.3 %
Chuck E. Cheese's 53 2.1 % Rent Coverage (With Corp. Overhead) Fixed Charge Coverage
--- --- ---
Range 1.8x - 8.7x 1.3x - 5.3x
Average 3.5x 2.2x
Weighted average 3.7x 2.1x

^(1)^ Based on the annual base rent of $674,338,000, which is the annualized base rent for all leases in place as of December 31, 2019.

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SAME STORE RENTAL INCOME

(dollars in thousands)

Same Store Rental Income – Properties (Cash Basis) ^(1)^
Number of properties 2,615
Year ended December 31, 2019 $ 562,307
Year ended December 31, 2018 $ 561,578
Decrease (in dollars) $ 729
Change (percent) 0.1 %
^(1)^   Includes all properties owned for current and prior year period excluding any properties under development<br><br>or re-development.
LEASING DATA
---

(dollars in thousands)

Year Ended December 31, 2019 Renewals With Same Tenant^(1)^ Vacancy<br><br>Re-lease To New Tenant Re-leasing Totals
Number of leases 81 23 104
Prior cash rents $ 15,029 $ 3,673 $ 18,702
New cash rents $ 15,701 $ 2,902 $ 18,603 ^(2)^
New rents / prior rents 104.5 % 79.0 % 99.5 %
Tenant improvements $ 700 $ 3,268 $ 3,968
^(1)^ Long-term renewal rate for the period of 2010 through 2019 was 84.3%.
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^(2)^ Represents 2.8% of total annualized base rent as of December 31, 2019.
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OTHER PROPERTY PORTFOLIO DATA

As of December 31, 2019

Tenant Financials

# of Properties % of Annual Base Rent
Property Level Financial Information 2,622 80 %
Tenant Corporate Financials 2,431 78 %
Rent Increases % of Annual Base Rent
--- --- --- --- --- --- --- --- ---
Annual Five Year Other Total
CPI – Based 34 % 45 % 1 % 80 %
Fixed Rate 3 % 11 % 1 % 15 %
No increases 5 % 5 %
37 % 56 % 7 % 100 %

Lease Structure

92% of the company's annual base rent is from NNN leases
95% of the company's annual base rent is from NNN leases and NN leases (with roof warranty)
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EARNINGS GUIDANCE
--- Guidance is based on current plans and assumptions and subject to risks and uncertainties more fully described in this press release and the company's reports filed with the Securities and Exchange Commission.
---
2020 Guidance
--- ---
Net earnings per common share excluding any gains on disposition of real estate and impairment charges $1.70 - $1.74 per share
Real estate depreciation and amortization per share $1.13 per share
Core FFO per share $2.83 - $2.87 per share
AFFO per share $2.90 - $2.94 per share
General and administrative expenses $42.0 - $43.0 Million
Real estate expenses, net of tenant reimbursements $8.0 - $9.0 Million
Acquisition volume $550 - $650 Million
Disposition volume $80 - $120 Million

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