Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-11290 | |
Entity Registrant Name | NNN REIT, INC. | |
Entity Central Index Key | 0000751364 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 56-1431377 | |
Entity Address, Address Line One | 450 South Orange Avenue, Suite 900 | |
Entity Address, City or Town | Orlando | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32801 | |
City Area Code | 407 | |
Local Phone Number | 265-7348 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | NNN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 182,408,264 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Real estate portfolio, net of accumulated depreciation and amortization | $ 8,221,192 | $ 8,020,814 |
Cash and cash equivalents | 2,281 | 2,505 |
Restricted cash or cash held in escrow | 2,971 | 4,273 |
Receivables, net of allowance of $686 and $708, respectively | 2,246 | 3,612 |
Accrued rental income, net of allowance of $3,861 and $3,836, respectively | 28,422 | 27,795 |
Debt costs, net of accumulated amortization of $22,807 and $21,663, respectively | 4,333 | 5,352 |
Other assets | 84,490 | 81,694 |
Total assets | 8,345,935 | 8,146,045 |
Liabilities: | ||
Line of credit payable | 332,500 | 166,200 |
Mortgages payable, including unamortized premium and net of unamortized debt costs | 0 | 9,964 |
Notes payable, net of unamortized discount and unamortized debt costs | 3,742,012 | 3,739,890 |
Accrued interest payable | 24,779 | 23,826 |
Other liabilities | 96,410 | 82,663 |
Total liabilities | 4,195,701 | 4,022,543 |
Stockholders’ equity: | ||
Common stock, $0.01 par value. Authorized 375,000,000 shares; 182,407,911 and 181,424,670 shares issued and outstanding, respectively | 1,825 | 1,815 |
Capital in excess of par value | 4,963,808 | 4,928,034 |
Accumulated deficit | (804,040) | (793,765) |
Accumulated other comprehensive income (loss) | (11,359) | (12,582) |
Total stockholders’ equity of NNN | 4,150,234 | 4,123,502 |
Total liabilities and equity | $ 8,345,935 | $ 8,146,045 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance on receivables | $ 686 | $ 708 |
Accrued rental income allowance | 3,861 | 3,836 |
Debt costs accumulated amortization | $ 22,807 | $ 21,663 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 375,000,000 | 375,000,000 |
Common stock, shares issued (in shares) | 182,407,911 | 181,424,670 |
Common stock, shares outstanding (in shares) | 182,407,911 | 181,424,670 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income And Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Rental income | $ 202,426 | $ 190,536 | $ 406,056 | $ 380,299 |
Interest and other income from real estate transactions | 214 | 247 | 692 | 763 |
Total revenues | 202,640 | 190,783 | 406,748 | 381,062 |
Operating expenses: | ||||
General and administrative | 10,740 | 9,740 | 22,991 | 20,782 |
Real estate | 6,836 | 6,173 | 13,682 | 13,371 |
Depreciation and amortization | 59,875 | 57,444 | 119,023 | 110,124 |
Leasing transaction costs | 52 | 76 | 127 | 164 |
Real estate impairments, net of recoveries | 34 | 4,618 | 2,674 | 6,250 |
Executive retirement costs | 309 | 2,655 | 732 | 6,249 |
Total operating expenses | 77,846 | 80,706 | 159,229 | 156,940 |
Gain on disposition of real estate | 13,930 | 775 | 20,230 | 4,767 |
Earnings from operations | 138,724 | 110,852 | 267,749 | 228,889 |
Other expenses (revenues): | ||||
Interest and other income | (74) | (52) | (107) | (87) |
Interest expense | 40,094 | 36,739 | 78,985 | 73,438 |
Total other expenses (revenues) | (40,020) | 36,687 | 78,878 | 73,351 |
Net earnings | 98,704 | 74,165 | 188,871 | 155,538 |
Loss attributable to noncontrolling interests | 0 | 6 | 0 | 5 |
Net earnings attributable to common stockholders | $ 98,704 | $ 74,171 | $ 188,871 | $ 155,543 |
Net earnings per share of common stock: | ||||
Basic (in dollars per share) | $ 0.54 | $ 0.42 | $ 1.04 | $ 0.89 |
Diluted (in dollars per share) | $ 0.54 | $ 0.42 | $ 1.04 | $ 0.89 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 181,092,031 | 174,956,856 | 180,969,809 | 174,867,049 |
Diluted (in shares) | 181,627,857 | 175,107,914 | 181,544,275 | 175,021,871 |
Other comprehensive income: | ||||
Net earnings attributable to NNN | $ 98,704 | $ 74,171 | $ 188,871 | $ 155,543 |
Amortization of interest rate hedges | 616 | 592 | 1,223 | 1,175 |
Comprehensive income attributable to NNN | 99,320 | 74,763 | 190,094 | 156,718 |
Comprehensive loss attributable to noncontrolling interests | 0 | (6) | 0 | (5) |
Total comprehensive income | $ 99,320 | $ 74,757 | $ 190,094 | $ 156,713 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Equity (Unaudited) - USD ($) | Total | Total Stockholders’ Equity of NNN | Common Stock | Capital in Excess of Par Value | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Balances at Dec. 31, 2021 | $ 3,901,663,000 | $ 3,901,662,000 | $ 1,757,000 | $ 4,662,714,000 | $ (747,853,000) | $ (14,956,000) | $ 1,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | 155,538,000 | 155,543,000 | 155,543,000 | (5,000) | |||
Dividends declared and paid: | |||||||
Common stock dividends declared and paid | (184,286,000) | (184,286,000) | 1,343,000 | (185,629,000) | |||
Issuance of common stock: | |||||||
Director compensation | 609,000 | 609,000 | 609,000 | ||||
Stock purchase plan | 112,000 | 112,000 | 112,000 | ||||
ATM equity program | 31,593,000 | 31,593,000 | 7,000 | 31,586,000 | |||
Restricted shares, net of forfeitures | 3,000 | (3,000) | |||||
Stock issuance costs | (575,000) | (575,000) | (575,000) | ||||
Amortization of deferred compensation | 9,975,000 | 9,975,000 | 9,975,000 | ||||
Amortization of interest rate hedges | 1,175,000 | 1,175,000 | 1,175,000 | ||||
Distributions to noncontrolling interests | (278,000) | (278,000) | |||||
Other | (282,000) | (282,000) | 282,000 | ||||
Balances at Jun. 30, 2022 | 3,915,526,000 | 3,915,526,000 | 1,767,000 | 4,705,479,000 | (777,939,000) | (13,781,000) | 0 |
Balances at Mar. 31, 2022 | 3,897,746,000 | 3,897,744,000 | 1,759,000 | 4,669,590,000 | (759,232,000) | (14,373,000) | 2,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | 74,165,000 | 74,171,000 | 74,171,000 | (6,000) | |||
Dividends declared and paid: | |||||||
Preferred stock dividends declared and paid | 0 | 0 | 0 | ||||
Common stock dividends declared and paid | (92,231,000) | (92,231,000) | 647,000 | (92,878,000) | |||
Issuance of common stock: | |||||||
Director compensation | 304,000 | 304,000 | 304,000 | ||||
Stock purchase plan | 60,000 | 60,000 | 60,000 | ||||
ATM equity program | 31,593,000 | 31,593,000 | 7,000 | 31,586,000 | 0 | 0 | 0 |
Restricted shares, net of forfeitures | 1,000 | (1,000) | |||||
Stock issuance costs | (510,000) | (510,000) | (510,000) | ||||
Amortization of deferred compensation | 4,085,000 | 4,085,000 | 4,085,000 | ||||
Amortization of interest rate hedges | 592,000 | 592,000 | 592,000 | ||||
Distributions to noncontrolling interests | (278,000) | (278,000) | |||||
Other | (282,000) | (282,000) | 282,000 | ||||
Balances at Jun. 30, 2022 | 3,915,526,000 | 3,915,526,000 | 1,767,000 | 4,705,479,000 | (777,939,000) | (13,781,000) | $ 0 |
Balances at Dec. 31, 2022 | 4,123,502,000 | 4,123,502,000 | 1,815,000 | 4,928,034,000 | (793,765,000) | (12,582,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | 188,871,000 | 188,871,000 | 188,871,000 | ||||
Dividends declared and paid: | |||||||
Common stock dividends declared and paid | (197,691,000) | (197,691,000) | 1,455,000 | (199,146,000) | |||
Issuance of common stock: | |||||||
Director compensation | 539,000 | 539,000 | 539,000 | ||||
Stock purchase plan | 160,000 | 160,000 | 160,000 | ||||
ATM equity program | 29,150,000 | 29,150,000 | 7,000 | 29,143,000 | |||
Restricted shares, net of forfeitures | 3,000 | (3,000) | |||||
Stock issuance costs | (558,000) | (558,000) | (558,000) | ||||
Amortization of deferred compensation | 5,038,000 | 5,038,000 | 5,038,000 | ||||
Amortization of interest rate hedges | 1,223,000 | 1,223,000 | 1,223,000 | ||||
Balances at Jun. 30, 2023 | 4,150,234,000 | 4,150,234,000 | 1,825,000 | 4,963,808,000 | (804,040,000) | (11,359,000) | |
Balances at Mar. 31, 2023 | 4,134,872,000 | 4,134,872,000 | 1,822,000 | 4,948,024,000 | (802,999,000) | (11,975,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | 98,704,000 | 98,704,000 | 98,704,000 | ||||
Dividends declared and paid: | |||||||
Common stock dividends declared and paid | (99,014,000) | (99,014,000) | 731,000 | (99,745,000) | |||
Issuance of common stock: | |||||||
Director compensation | 270,000 | 270,000 | 270,000 | ||||
Stock purchase plan | 62,000 | 62,000 | 62,000 | ||||
ATM equity program | 12,782,000 | 12,782,000 | 3,000 | 12,779,000 | |||
Stock issuance costs | (264,000) | (264,000) | (264,000) | ||||
Amortization of deferred compensation | 2,206,000 | 2,206,000 | 2,206,000 | ||||
Amortization of interest rate hedges | 616,000 | 616,000 | 616,000 | ||||
Balances at Jun. 30, 2023 | $ 4,150,234,000 | $ 4,150,234,000 | $ 1,825,000 | $ 4,963,808,000 | $ (804,040,000) | $ (11,359,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common stock dividends declared and paid (in dollars per share) | $ 0.550 | $ 0.530 | $ 1.100 | $ 1.060 |
Issuance of common stock - Director compensation (in shares) | 7,623 | 8,040 | 15,806 | 16,469 |
Issuance of common stock - Stock purchase plan (in shares) | 1,444 | 1,394 | 3,576 | 2,567 |
Issuance of common stock - ATM equity program (in shares) | 300,326 | 717,473 | 650,135 | 717,473 |
Issuance of common stock - restricted shares, net (in shares) | 66,651 | 255,667 | 219,951 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash flows from operating activities: | |||
Net earnings | $ 188,871 | $ 155,538 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 119,023 | 110,124 | |
Impairment losses – real estate, net of recoveries | 2,674 | 6,250 | |
Amortization of notes payable discount | 869 | 837 | |
Amortization of debt costs | 2,401 | 2,349 | |
Amortization of mortgages payable premium | (21) | (43) | |
Amortization of interest rate hedges | 1,223 | 1,175 | |
Gain on disposition of real estate | (20,230) | (4,767) | |
Performance incentive plan expense | 6,290 | 10,837 | |
Performance incentive plan payment | (916) | (103) | |
Change in operating assets and liabilities, net of assets acquired and liabilities assumed: | |||
Decrease in receivables | 550 | 542 | |
Decrease in accrued rental income | (1,003) | 2,643 | |
Increase in other assets | (721) | (1,369) | |
Increase (decrease) in accrued interest payable | 953 | (745) | |
Increase (decrease) in other liabilities | (721) | (8,008) | |
Other | 52 | 51 | |
Net cash provided by operating activities | 299,294 | 275,311 | |
Cash flows from investing activities: | |||
Proceeds from the disposition of real estate | 40,450 | 29,203 | |
Additions to real estate | (327,739) | (357,460) | |
Principal payments received on mortgages and notes receivable | 324 | 306 | |
Other | (1,144) | (1,505) | |
Net cash used in investing activities | (288,109) | (329,456) | |
Cash flows from financing activities: | |||
Proceeds from line of credit payable | 513,500 | 126,000 | |
Repayment of line of credit payable | (347,200) | (86,000) | |
Repayment of mortgages payable | (9,947) | (328) | |
Payment of debt issuance costs | (125) | (126) | |
Proceeds from issuance of common stock | 30,765 | 33,048 | |
Stock issuance costs | (558) | (575) | |
Payment of common stock dividends | (199,146) | (185,629) | |
Noncontrolling interests distributions | 0 | (278) | |
Net cash provided by (used in) financing activities | (12,711) | (113,888) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (1,526) | (168,033) | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 6,778 | 171,322 |
Cash, cash equivalents and restricted cash at end of period | [1] | 5,252 | 3,289 |
Supplemental disclosure of cash flow information: | |||
Interest paid, net of amount capitalized | 74,686 | 70,139 | |
Supplemental disclosure of noncash investing and financing activities: | |||
Change in other comprehensive income | 1,223 | 1,175 | |
Right-of-use asset recorded in connection with lease liability | 6,401 | ||
Work in progress accrual balance at end of period | $ 21,149 | $ 14,707 | |
[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, 2023, NNN had restricted cash of $2,971. NNN did not have restricted cash and cash held in escrow as of June 30, 2022 . |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies : Organization and Nature of Business – NNN REIT, Inc., a Maryland corporation, formerly known as National Retail Properties, Inc., 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 subsidiaries as taxable REIT subsidiaries. On May 1, 2023, National Retail Properties, Inc. changed its name to NNN REIT, Inc. 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 primarily held for investment ("Properties", "Property Portfolio", or individually a "Property") . June 30, 2023 Property Portfolio: Total Properties 3,479 Gross leasable area (square feet) 35,492,000 States 49 Weighted average remaining lease term (years) 10.2 NNN's operations are reported within one operating segment in the condensed consolidated financial statements and all properties are considered part of the Properties or Property Portfolio. As such, property counts and calculations involving property counts reflect all NNN Properties. 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, 2023, may not be indicative of the results that may be expected for the year ending December 31, 2023. Amounts as of December 31, 2022, 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, 2022. COVID-19 Pandemic – During 2020 and 2021, NNN and its tenants were impacted by the novel strain of coronavirus and its variants ("COVID-19") pandemic which resulted in the loss of revenue for certain tenants and challenged their ability to pay rent. As a result, NNN entered into rent deferral lease amendments with certain tenants (see "Note 2 – Real Estate"). Principles of Consolidation – NNN’s 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 Codifications ("ASC") guidance included in 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 and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. NNN recorded $ 1,126,000 and $ 274,000 in capitalized interest during the development period for the six months ended June 30, 2023 and 2022, respectively, of which $ 721,000 and $ 176,000 was recorded during the quarters ended June 30, 2023 and 2022, respectively. Purchase Accounting for Acquisition of Real Estate – In accordance with the FASB 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. 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 Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)," ("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 20 to 40 years for buildings and improvements and 15 years for land improvements. Leasehold interests are amortized on the straight-line method over the terms of their respective leases. Revenue is recognized as rentals are earned and expenses (including depreciation) are charged to operations as incurred. When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis. 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) and 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. 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. As a result of the review of lease payments collectability, NNN recorded a write-off of $ 348,000 of outstanding receivables and related accrued rent for certain tenants reclassified to cash basis for accounting purposes during the six months ended June 30, 2023 . No such outstanding receivables and related accrued rent were written off during the six months ended June 30, 2022. The following table summarizes those tenants classified as cash basis for accounting purposes as of June 30: 2023 2022 Number of tenants 9 8 Cash basis tenants as a percent of: Total Properties 5.0 % 5.3 % Total annual base rent (1) 7.1 % 7.2 % Total gross leasable area 6.8 % 6.9 % (1) Based on annualized base rent for all leases in place for each respective period. During the six months ended June 30, 2023 and 2022, NNN recognized $ 30,088,000 and $ 31,285,000 , respectively, of rental income from certain tenants classified as cash basis for accounting purposes, of which $ 14,523,000 and $ 15,499,000 was recognized during the quarters ended June 30, 2023 and 2022, respectively. NNN includes an allowance for doubtful accounts in rental income on the Condensed Consolidated Statements of Income and Comprehensive Income. Right-Of-Use ("ROU") Assets and Operating Lease Liabilities – In accordance with ASC 842, NNN records ROU assets and operating lease liabilities as lessee under operating lease. NNN is a lessee for three ground lease arrangements and for its headquarters office lease. NNN recognizes a ROU asset (recorded in other assets on the Condensed Consolidated Balance Sheets) and an operating lease liability (recorded in other liabilities on the Condensed Consolidated Balance Sheets) for the present value of the minimum lease payments. NNN uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of the lease payments. NNN gives consideration to the Company's debt issuances, as well as, publicly available data for secured instruments with similar characteristics when calculating its incremental borrowing rates. In January 2023, NNN amended its headquarters office lease and extended the lease term until March 31, 2034. The amendment resulted in an increase in the ROU asset and operating lease liability of approximately $ 6,401,000 . 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 ASC 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, 2023 and December 31, 2022 , NNN had recorded real estate held for sale of $ 1,904,000 (two Properties) and $ 786,000 (two properties), respectively, in real estate portfolio on the Condensed Consolidated Balance Sheets. The two properties classified as held for sale as of December 31, 2022 were sold during the six months ended June 30, 2023. 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. Gains from the disposition of real estate are generally recognized using the full accrual method in accordance FASB, ASC 610-20, "Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets" ("ASC 610-20"), provided that various criteria relating to the terms of the sale and any subsequent involvement by NNN with the real estate sold are met. 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. Credit Losses on Financial Instruments – FASB ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326),” 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 $ 1,224,000 and $ 1,530,000 included in other assets on the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, respectively, net of $ 78,000 and $ 98,000 allowance for credit loss, respectively. NNN measures the allowance for credit loss based on the fair value of the collateral and the historical collectability trend analysis over 15 years. Cash and Cash Equivalents – NNN considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in such accounts. Restricted Cash and Cash Held in Escrow – Restricted cash and cash held in escrow include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. As of June 30, 2023 and December 31, 2022 , NNN held $ 2,971,000 and $ 4,273,000 , respectively, in escrow and other restricted accounts . Valuation of Trade Receivables – NNN estimates the collectability of its accounts receivable related to rents, expense reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. Debt Costs – Line of Credit Payable – Debt costs incurred in connection with NNN's $ 1,100,000,000 unsecured revolving line of credit have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. NNN has recorded debt costs associated with the Credit Facility (as defined below) as an asset, in debt costs on the Condensed Consolidated Balance Sheets. Debt Costs – Notes Payable – Debt costs incurred in connection with the issuance of NNN’s notes payable have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. NNN had debt costs of $ 38,145,000 , included in notes payable on the Condensed Consolidated Balance Sheets, as of June 30, 2023 and December 31, 2022, net of accumulated amortization of $ 12,946,000 and $ 11,693,000 , respectively. Revenue Recognition – Rental revenues for properties under construction commence upon completion of construction of the leased asset and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are recognized when earned in accordance with 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. The core principle of ASU 2014-09, “Revenue from Contracts with Customers" (Topic 606), is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of ASC 842. NNN determined the key revenue stream impacted by ASU 2014-09 is gain on disposition of real estate reported on the Condensed Consolidated Statements of Income and Comprehensive Income. In accordance with ASU 2014-09, NNN evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue recognition, as well as transaction price allocation. Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in Earnings Per Share . The guidance requires classification of the Company’s unvested restricted share units, which 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 number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method (dollars in thousands): Quarter Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic and Diluted Earnings: Net earnings available to NNN’s common stockholders $ 98,704 $ 74,171 $ 188,871 $ 155,543 Less: Earnings allocated to unvested restricted shares ( 162 ) ( 165 ) ( 295 ) ( 319 ) Net earnings used in basic and diluted earnings per share $ 98,542 $ 74,006 $ 188,576 $ 155,224 Basic and Diluted Weighted Average Shares Outstanding: Weighted average number of shares outstanding 182,123,555 175,989,323 181,923,011 175,813,456 Less: Unvested restricted shares ( 295,441 ) ( 310,844 ) ( 267,861 ) ( 300,810 ) Less: Unvested contingent restricted shares ( 736,083 ) ( 721,623 ) ( 685,341 ) ( 645,597 ) Weighted average number of shares outstanding used in 181,092,031 174,956,856 180,969,809 174,867,049 Other dilutive securities 535,826 151,058 574,466 154,822 Weighted average number of shares outstanding used in 181,627,857 175,107,914 181,544,275 175,021,871 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 income it distributes to stockholders, providing it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. As of June 30, 2023 , 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 the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: • Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. • Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques. Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2023 (dollars in thousands): Gain (Loss) on (1) Beginning balance, December 31, 2022 $ ( 12,582 ) Reclassifications from accumulated other comprehensive income to net earnings 1,223 (2) Ending balance, June 30, 2023 $ ( 11,359 ) (1) Additional disclosure is included in Note 6 – Notes Payable and Derivatives. (2) Recorded in interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income. 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 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. Actual results could differ from those estimates. |
Real Estate
Real Estate | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate | Note 2 – Real Estate : Real Estate – Portfolio Leases – At June 30, 2023, NNN’s real estate portfolio had a weighted average remaining lease term of 10.2 years and consisted of 3,492 leases classified as operating leases and an additional five leases accounted for as direct financing leases. The following is a summary of the general structure of the leases in the Property Portfolio, although the specific terms of each lease can vary significantly. Generally, the Property leases provide for initial terms of 10 to 20 years. The Properties are generally leased under net leases, pursuant to which the tenant typically bears responsibility for substantially all property costs and expenses associated with ongoing maintenance, repair, replacement and operation of the Property, including utilities, property taxes and property and liability insurance. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. NNN's leases provide for annual base rental payments (generally payable in monthly installments), and generally provide for limited increases in rent as a result of (i) increases in the Consumer Price Index, (ii) fixed increases, or (iii) to a lesser extent, increases in the tenant's sales volume. Generally, NNN's leases provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions provided under the initial lease term, 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) $ 2,765,263 $ 2,669,498 Buildings and improvements 7,166,833 6,985,394 Leasehold interests 355 355 9,932,451 9,655,247 Less accumulated depreciation and amortization ( 1,766,177 ) ( 1,660,308 ) 8,166,274 7,994,939 Work in progress and improvements 49,823 21,737 Accounted for using the operating method 8,216,097 8,016,676 Accounted for using the direct financing method 3,191 3,352 Classified as held for sale 1,904 786 $ 8,221,192 $ 8,020,814 (1) Includes $ 63,991 and $ 22,356 in land for Properties under construction at June 30, 2023 and December 31, 2022, respectively. NNN recognized the following revenues in rental income (dollars in thousands): Quarter Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Rental income from operating leases $ 197,629 $ 185,791 $ 395,812 $ 370,102 Earned income from direct financing leases 143 150 287 301 Percentage rent 291 295 1,054 996 Real estate expense reimbursement from tenants 4,363 4,300 8,903 8,900 $ 202,426 $ 190,536 $ 406,056 $ 380,299 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. During 2021 and 2020, as a result of the COVID-19 pandemic, NNN entered into rent deferral lease amendments with certain tenants in the Property Portfolio, for an aggregate $ 4,722,000 and $ 51,723,000 of rent originally due for the years ended December 31, 2021 and 2020, respectively. The rent deferral lease amendments require the deferred rents to be repaid at a later time during the lease term. As of June 30, 2023, an aggregate of approximately 92 percent of deferred rent has been repaid with $ 2,172,000 and $ 8,062,000 of deferred rent repaid during the six months ended June 30, 2023 and 2022 , respectively, of which $ 486,000 and $ 4,005,000 of deferred rent was repaid during the quarters ended June 30, 2023 and 2022, respectively. The remaining deferred rents are substantially due by December 31, 2023. For the six months ended June 30, 2023 and 2022, NNN recognized $ 1,003,000 and ($ 2,643,000 ) , respectively, of net straight-line accrued rental income, net of reserves, of which $ 534,000 and ($ 1,547,000 ) of such income, net of reserves was recorded during the quarters ended June 30, 2023 and 2022, respectively. Included in accrued rental income are the net impacts of the rent deferred and corresponding scheduled repayments from the lease amendments NNN entered into as a result of the COVID-19 pandemic. During the six months ended June 30, 2023 and 2022, NNN recorded ($ 19,000 ) and ($ 3,509,000 ) , respectively, of net straight-line accrued rental income related to such amendments, of which ($ 10,000 ) and ($ 1,729,000 ) was recorded during the quarters ended June 30, 2023 and 2022, respectively. 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 $ 15,356 $ 15,356 Less: accumulated amortization ( 11,816 ) ( 11,477 ) Above-market in-place leases, net $ 3,540 $ 3,879 In-place leases $ 123,468 $ 124,198 Less: accumulated amortization ( 82,845 ) ( 79,675 ) In-place leases, net $ 40,623 $ 44,523 Intangible lease liabilities (included in other liabilities ): Below-market in-place leases $ 41,267 $ 41,371 Less: accumulated amortization ( 28,634 ) ( 28,121 ) Below-market in-place leases, net $ 12,633 $ 13,250 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, 2023 and 2022, were $ 234,000 and $ 280,000 , respectively, of which $ 122,000 and $ 140,000 were recorded for the quarters ended June 30, 2023 and 2022, respectively. The value of in-place leases amortized to expense for the six months ended June 30, 2023 and 2022, was $ 3,527,000 and $ 3,544,000 , respectively, of which $ 1,767,000 and $ 1,771,000 was recorded for the quarters ended June 30, 2023 and 2022, respectively. 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, 2023 2022 2023 2022 # of Sold Net # of Sold Net # of Sold Net # of Sold Net Gain on disposition of real estate 7 $ 13,930 8 $ 775 13 $ 20,230 18 $ 4,767 Real Estate – Commitments NNN has committed to fund construction on 39 Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, as of June 30, 2023, are outlined in the table below (dollars in thousands): Total commitment (1) $ 268,159 Less amount funded ( 113,814 ) Remaining commitment $ 154,345 (1) Includes land, construction costs, tenant improvements, lease costs and capitalized interest. 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, 2023 2022 2023 2022 Total real estate impairments, net of recoveries $ 34 $ 4,618 $ 2,674 $ 6,250 Number of Properties: Vacant — 3 3 6 Occupied — 3 1 5 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. |
Line of Credit Payable
Line of Credit Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Line of Credit Payable | Note 3 – Line of Credit Payable : NNN's $ 1,100,000,000 revolving credit facility (the "Credit Facility") had a weighted average outstanding balance of $ 228,576,000 and a weighted average interest rate of 5.67 % during the six months ended June 30, 2023 . In December 2022, NNN entered into an amendment to the Credit Facility, to change the base interest rate from the London Interbank Offer Rate ("LIBOR") to 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 June 2025, unless the Company exercises its options to extend maturity to June 2026. 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, 2023, $ 332,500,000 was outstanding and $ 767,500,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with each of the financial covenants. |
Mortgages Payable
Mortgages Payable | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable, Noncurrent [Abstract] | |
Mortgage Payable | Note 4 – Mortgages Payable : In April 2023, NNN repaid the remaining mortgages payable principal balance of $ 9,774,000 . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 5 – Stockholders' Equity : Universal Shelf Registration Statement – In August 2020, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which was automatically effective and permits the issuance by NNN of an indeterminate amount of debt and equity securities. At-The-Market Offerings – Under NNN's shelf registration statement, NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM program: 2020 ATM Established date August 2020 Termination date August 2023 Total allowable shares 17,500,000 Total shares issued as of June 30, 2023 7,722,511 The following table outlines the common stock issuances pursuant to NNN's ATM equity program (dollars in thousands, except per share data): Six Months Ended June 30, 2023 2022 Shares of common stock 650,135 717,473 Average price per share (net) $ 43.98 $ 43.23 Net proceeds $ 28,592 $ 31,018 Stock issuance costs (1) $ 558 $ 575 (1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees. Dividend Reinvestment and Stock Purchase Plan – In February 2021, NNN filed a shelf registration statement that was automatically effective with the Commission for its Dividend Reinvestment and Stock Purchase Plan ("DRIP"), which permits NNN to issue up to 6,000,000 shares of common stock. The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands): Six Months Ended June 30, 2023 2022 Shares of common stock 35,922 34,396 Net proceeds $ 1,615 $ 1,456 Dividends – 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, 2023 2022 2023 2022 Dividends $ 99,745 $ 92,878 $ 199,146 $ 185,629 Per share 0.550 0.530 1.100 1.060 In July 2023, NNN declared a dividend of $ 0.5650 per share, which is payable in August 2023 to its common stockholders of record as of July 31, 2023 . |
Notes Payable and Derivatives
Notes Payable and Derivatives | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notes Payable and Derivatives | Note 6 – Notes Payable and Derivatives : 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, 2022. As of June 30, 2023, $ 11,359,000 remained in accumulated other comprehensive income (loss) related to NNN’s previously terminated interest rate hedges. During the six months ended June 30, 2023 and 2022, NNN reclassified out of accumulated other comprehensive income (loss) $ 1,223,000 and $ 1,175,000 , respectively, of which $ 616,000 and $ 592,000 was reclassified during the quarters ended June 30, 2023 and 2022, respectively, as an increase in interest expense. Over the next 12 months, NNN estimates that an additional $ 2,490,000 will be reclassified as an increase in interest expense from these terminated derivatives. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on NNN’s long-term debt. NNN does not use derivatives for trading or speculative purposes. NNN had no derivative financial instruments outstanding at June 30, 2023 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 7 – Fair Value of Financial Instruments : NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate. NNN believes that the carrying value of its mortgages payable at December 31, 2022 approximate fair value based upon current market prices of comparable instruments (Level 3). NNN had no mortgages payable outstanding at June 30, 2023. At June 30, 2023 and December 31, 2022, the fair value of NNN’s notes payable excluding unamortized discount and debt costs was $ 3,135,564,000 and $ 3,140,774,000 , respectively, 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. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation – NNN’s 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 Codifications ("ASC") guidance included in Consolidation. All significant intercompany account balances and transactions have been eliminated. |
Real Estate Portfolio and Impairment | Real Estate Portfolio – NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of Properties developed or funded by NNN includes direct and indirect costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. NNN recorded $ 1,126,000 and $ 274,000 in capitalized interest during the development period for the six months ended June 30, 2023 and 2022, respectively, of which $ 721,000 and $ 176,000 was recorded during the quarters ended June 30, 2023 and 2022, respectively. Purchase Accounting for Acquisition of Real Estate – In accordance with the FASB 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. 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 | Lease Accounting – NNN records its leases on the Property Portfolio in accordance with FASB Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)," ("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 20 to 40 years for buildings and improvements and 15 years for land improvements. Leasehold interests are amortized on the straight-line method over the terms of their respective leases. Revenue is recognized as rentals are earned and expenses (including depreciation) are charged to operations as incurred. When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis. 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) and 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. 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. As a result of the review of lease payments collectability, NNN recorded a write-off of $ 348,000 of outstanding receivables and related accrued rent for certain tenants reclassified to cash basis for accounting purposes during the six months ended June 30, 2023 . No such outstanding receivables and related accrued rent were written off during the six months ended June 30, 2022. The following table summarizes those tenants classified as cash basis for accounting purposes as of June 30: 2023 2022 Number of tenants 9 8 Cash basis tenants as a percent of: Total Properties 5.0 % 5.3 % Total annual base rent (1) 7.1 % 7.2 % Total gross leasable area 6.8 % 6.9 % (1) Based on annualized base rent for all leases in place for each respective period. During the six months ended June 30, 2023 and 2022, NNN recognized $ 30,088,000 and $ 31,285,000 , respectively, of rental income from certain tenants classified as cash basis for accounting purposes, of which $ 14,523,000 and $ 15,499,000 was recognized during the quarters ended June 30, 2023 and 2022, respectively. NNN includes an allowance for doubtful accounts in rental income on the Condensed Consolidated Statements of Income and Comprehensive Income. Right-Of-Use ("ROU") Assets and Operating Lease Liabilities – In accordance with ASC 842, NNN records ROU assets and operating lease liabilities as lessee under operating lease. NNN is a lessee for three ground lease arrangements and for its headquarters office lease. NNN recognizes a ROU asset (recorded in other assets on the Condensed Consolidated Balance Sheets) and an operating lease liability (recorded in other liabilities on the Condensed Consolidated Balance Sheets) for the present value of the minimum lease payments. NNN uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of the lease payments. NNN gives consideration to the Company's debt issuances, as well as, publicly available data for secured instruments with similar characteristics when calculating its incremental borrowing rates. In January 2023, NNN amended its headquarters office lease and extended the lease term until March 31, 2034. The amendment resulted in an increase in the ROU asset and operating lease liability of approximately $ 6,401,000 . |
Real Estate - Held for Sale | 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 ASC 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, 2023 and December 31, 2022 , NNN had recorded real estate held for sale of $ 1,904,000 (two Properties) and $ 786,000 (two properties), respectively, in real estate portfolio on the Condensed Consolidated Balance Sheets. The two properties classified as held for sale as of December 31, 2022 were sold during the six months ended June 30, 2023. 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. Gains from the disposition of real estate are generally recognized using the full accrual method in accordance FASB, ASC 610-20, "Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets" ("ASC 610-20"), provided that various criteria relating to the terms of the sale and any subsequent involvement by NNN with the real estate sold are met. 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. |
Credit Losses on Financial Instruments | Credit Losses on Financial Instruments – FASB ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326),” 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 $ 1,224,000 and $ 1,530,000 included in other assets on the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, respectively, net of $ 78,000 and $ 98,000 allowance for credit loss, respectively. NNN measures the allowance for credit loss based on the fair value of the collateral and the historical collectability trend analysis over 15 years. Cash and Cash Equivalents – NNN considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in such accounts. Restricted Cash and Cash Held in Escrow – Restricted cash and cash held in escrow include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. As of June 30, 2023 and December 31, 2022 , NNN held $ 2,971,000 and $ 4,273,000 , respectively, in escrow and other restricted accounts . Valuation of Trade Receivables – NNN estimates the collectability of its accounts receivable related to rents, expense reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. |
Cash and Cash Equivalents | 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 – Restricted cash and cash held in escrow include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. As of June 30, 2023 and December 31, 2022 , NNN held $ 2,971,000 and $ 4,273,000 , respectively, in escrow and other restricted accounts |
Valuation of Trade Receivables | Valuation of Trade Receivables – NNN estimates the collectability of its accounts receivable related to rents, expense reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. |
Debt Costs | Debt Costs – Line of Credit Payable – Debt costs incurred in connection with NNN's $ 1,100,000,000 unsecured revolving line of credit have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. NNN has recorded debt costs associated with the Credit Facility (as defined below) as an asset, in debt costs on the Condensed Consolidated Balance Sheets. Debt Costs – Notes Payable – Debt costs incurred in connection with the issuance of NNN’s notes payable have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. NNN had debt costs of $ 38,145,000 , included in notes payable on the Condensed Consolidated Balance Sheets, as of June 30, 2023 and December 31, 2022, net of accumulated amortization of $ 12,946,000 and $ 11,693,000 , respectively. Revenue Recognition – Rental revenues for properties under construction commence upon completion of construction of the leased asset and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are recognized when earned in accordance with 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. The core principle of ASU 2014-09, “Revenue from Contracts with Customers" (Topic 606), is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of ASC 842. NNN determined the key revenue stream impacted by ASU 2014-09 is gain on disposition of real estate reported on the Condensed Consolidated Statements of Income and Comprehensive Income. In accordance with ASU 2014-09, NNN evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue recognition, as well as transaction price allocation. |
Earnings Per Share | Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in Earnings Per Share . The guidance requires classification of the Company’s unvested restricted share units, which 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 number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method (dollars in thousands): Quarter Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic and Diluted Earnings: Net earnings available to NNN’s common stockholders $ 98,704 $ 74,171 $ 188,871 $ 155,543 Less: Earnings allocated to unvested restricted shares ( 162 ) ( 165 ) ( 295 ) ( 319 ) Net earnings used in basic and diluted earnings per share $ 98,542 $ 74,006 $ 188,576 $ 155,224 Basic and Diluted Weighted Average Shares Outstanding: Weighted average number of shares outstanding 182,123,555 175,989,323 181,923,011 175,813,456 Less: Unvested restricted shares ( 295,441 ) ( 310,844 ) ( 267,861 ) ( 300,810 ) Less: Unvested contingent restricted shares ( 736,083 ) ( 721,623 ) ( 685,341 ) ( 645,597 ) Weighted average number of shares outstanding used in 181,092,031 174,956,856 180,969,809 174,867,049 Other dilutive securities 535,826 151,058 574,466 154,822 Weighted average number of shares outstanding used in 181,627,857 175,107,914 181,544,275 175,021,871 |
Income Taxes | 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 income it distributes to stockholders, providing it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. As of June 30, 2023 , 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 | Fair Value Measurement – NNN’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: • Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. • Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques. Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2023 (dollars in thousands): Gain (Loss) on (1) Beginning balance, December 31, 2022 $ ( 12,582 ) Reclassifications from accumulated other comprehensive income to net earnings 1,223 (2) Ending balance, June 30, 2023 $ ( 11,359 ) (1) Additional disclosure is included in Note 6 – Notes Payable and Derivatives. (2) Recorded in interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income. |
Use of Estimates | 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 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. Actual results could differ from those estimates. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of NNN's Investment Portfolio | 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 primarily held for investment ("Properties", "Property Portfolio", or individually a "Property") . June 30, 2023 Property Portfolio: Total Properties 3,479 Gross leasable area (square feet) 35,492,000 States 49 Weighted average remaining lease term (years) 10.2 NNN's operations are reported within one operating segment in the condensed consolidated financial statements and all properties are considered part of the Properties or Property Portfolio. As such, property counts and calculations involving property counts reflect all NNN Properties. |
Summary of tenants classified as cash basis | The following table summarizes those tenants classified as cash basis for accounting purposes as of June 30: 2023 2022 Number of tenants 9 8 Cash basis tenants as a percent of: Total Properties 5.0 % 5.3 % Total annual base rent (1) 7.1 % 7.2 % Total gross leasable area 6.8 % 6.9 % (1) Based on annualized base rent for all leases in place for each respective period. |
Computation of Basic and Diluted Earnings Per Share | The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method (dollars in thousands): Quarter Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Basic and Diluted Earnings: Net earnings available to NNN’s common stockholders $ 98,704 $ 74,171 $ 188,871 $ 155,543 Less: Earnings allocated to unvested restricted shares ( 162 ) ( 165 ) ( 295 ) ( 319 ) Net earnings used in basic and diluted earnings per share $ 98,542 $ 74,006 $ 188,576 $ 155,224 Basic and Diluted Weighted Average Shares Outstanding: Weighted average number of shares outstanding 182,123,555 175,989,323 181,923,011 175,813,456 Less: Unvested restricted shares ( 295,441 ) ( 310,844 ) ( 267,861 ) ( 300,810 ) Less: Unvested contingent restricted shares ( 736,083 ) ( 721,623 ) ( 685,341 ) ( 645,597 ) Weighted average number of shares outstanding used in 181,092,031 174,956,856 180,969,809 174,867,049 Other dilutive securities 535,826 151,058 574,466 154,822 Weighted average number of shares outstanding used in 181,627,857 175,107,914 181,544,275 175,021,871 |
Changes in Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2023 (dollars in thousands): Gain (Loss) on (1) Beginning balance, December 31, 2022 $ ( 12,582 ) Reclassifications from accumulated other comprehensive income to net earnings 1,223 (2) Ending balance, June 30, 2023 $ ( 11,359 ) (1) Additional disclosure is included in Note 6 – Notes Payable and Derivatives. (2) Recorded in interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income. |
Real Estate (Tables)
Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Summary of Real Estate Subject to Operating Leases | Real Estate Portfolio – NNN's real estate consisted of the following at (dollars in thousands): June 30, December 31, Land and improvements (1) $ 2,765,263 $ 2,669,498 Buildings and improvements 7,166,833 6,985,394 Leasehold interests 355 355 9,932,451 9,655,247 Less accumulated depreciation and amortization ( 1,766,177 ) ( 1,660,308 ) 8,166,274 7,994,939 Work in progress and improvements 49,823 21,737 Accounted for using the operating method 8,216,097 8,016,676 Accounted for using the direct financing method 3,191 3,352 Classified as held for sale 1,904 786 $ 8,221,192 $ 8,020,814 (1) Includes $ 63,991 and $ 22,356 in land for Properties under construction at June 30, 2023 and December 31, 2022, respectively. |
Rental Income, Operating Leases | NNN recognized the following revenues in rental income (dollars in thousands): Quarter Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Rental income from operating leases $ 197,629 $ 185,791 $ 395,812 $ 370,102 Earned income from direct financing leases 143 150 287 301 Percentage rent 291 295 1,054 996 Real estate expense reimbursement from tenants 4,363 4,300 8,903 8,900 $ 202,426 $ 190,536 $ 406,056 $ 380,299 |
Intangible Assets, Lease Liabilities, and Related Amortization | 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 $ 15,356 $ 15,356 Less: accumulated amortization ( 11,816 ) ( 11,477 ) Above-market in-place leases, net $ 3,540 $ 3,879 In-place leases $ 123,468 $ 124,198 Less: accumulated amortization ( 82,845 ) ( 79,675 ) In-place leases, net $ 40,623 $ 44,523 Intangible lease liabilities (included in other liabilities ): Below-market in-place leases $ 41,267 $ 41,371 Less: accumulated amortization ( 28,634 ) ( 28,121 ) Below-market in-place leases, net $ 12,633 $ 13,250 |
Gains on Dispositions of Properties | 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, 2023 2022 2023 2022 # of Sold Net # of Sold Net # of Sold Net # of Sold Net Gain on disposition of real estate 7 $ 13,930 8 $ 775 13 $ 20,230 18 $ 4,767 |
Remaining Funding Commitments | These construction commitments, as of June 30, 2023, are outlined in the table below (dollars in thousands): Total commitment (1) $ 268,159 Less amount funded ( 113,814 ) Remaining commitment $ 154,345 (1) Includes land, construction costs, tenant improvements, lease costs and capitalized interest. |
Real Estate Impairments | 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, 2023 2022 2023 2022 Total real estate impairments, net of recoveries $ 34 $ 4,618 $ 2,674 $ 6,250 Number of Properties: Vacant — 3 3 6 Occupied — 3 1 5 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of ATM Program | The following outlines NNN's ATM program: 2020 ATM Established date August 2020 Termination date August 2023 Total allowable shares 17,500,000 Total shares issued as of June 30, 2023 7,722,511 |
Schedule of Common Stock Issuances Pursuant to Equity Programs | The following table outlines the common stock issuances pursuant to NNN's ATM equity program (dollars in thousands, except per share data): Six Months Ended June 30, 2023 2022 Shares of common stock 650,135 717,473 Average price per share (net) $ 43.98 $ 43.23 Net proceeds $ 28,592 $ 31,018 Stock issuance costs (1) $ 558 $ 575 (1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees. |
Schedule of Common Stock Issuances Pursuant to DRIP | The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands): Six Months Ended June 30, 2023 2022 Shares of common stock 35,922 34,396 Net proceeds $ 1,615 $ 1,456 |
Schedule of Dividends Declared and Paid | 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, 2023 2022 2023 2022 Dividends $ 99,745 $ 92,878 $ 199,146 $ 185,629 Per share 0.550 0.530 1.100 1.060 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Summary of NNN's Investment Portfolio) (Details) | 6 Months Ended |
Jun. 30, 2023 ft² | |
Property Portfolio: | |
Total properties | 3,479 |
Gross leasable area (square feet) | 35,492,000 |
States | 49 |
Weighted average remaining lease term | 10 years 2 months 12 days |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - (Summary of tenants classified as cash basis) (Details) - Tenant | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | |||
Number of tenants | 9 | 8 | |
Cash basis tenants as a percent of: | |||
Total Properties | 5% | 5.30% | |
Total annual base rent | [1] | 7.10% | 7.20% |
Total gross leasable area | 6.80% | 6.90% | |
[1] (1) Based on annualized base rent for all leases in place for each respective period. |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Computation of Basic and Diluted Earnings per Share) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net earnings attributable to common stockholders | $ 98,704 | $ 74,171 | $ 188,871 | $ 155,543 |
Less: Earnings allocated to unvested restricted shares | (162) | (165) | (295) | (319) |
Net earnings used in basic and diluted earnings per share | $ 98,542 | $ 74,006 | $ 188,576 | $ 155,224 |
Basic and Diluted Weighted Average Shares Outstanding: | ||||
Weighted average number of shares outstanding | 182,123,555 | 175,989,323 | 181,923,011 | 175,813,456 |
Less: Unvested restricted shares (in shares) | (295,441) | (310,844) | (267,861) | (300,810) |
Less: Unvested contingent restricted shares (in shares) | (736,083) | (721,623) | (685,341) | (645,597) |
Weighted Average Number of Shares Outstanding, Basic, Total | 181,092,031 | 174,956,856 | 180,969,809 | 174,867,049 |
Other dilutive securities (in shares) | 535,826 | 151,058 | 574,466 | 154,822 |
Weighted average number of shares outstanding used in diluted earnings per share (in shares) | 181,627,857 | 175,107,914 | 181,544,275 | 175,021,871 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Changes in AOCI) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balances | $ 4,123,502 | |
Balances | 4,150,234 | |
AOCI, cash flow hedges | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balances | (12,582) | [1] |
Reclassifications from accumulated other comprehensive income to net earnings | 1,223 | [1],[2] |
Balances | $ (11,359) | [1] |
[1] (1) Additional disclosure is included in Note 6 – Notes Payable and Derivatives. (2) Recorded in interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income. |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | ||||||
Interest costs capitalized | $ 721,000 | $ 176,000 | $ 1,126,000 | $ 274,000 | ||
Revenue recognized on cash basis | 14,523,000 | $ 15,499,000 | 30,088,000 | 31,285,000 | ||
Revolving credit facility borrowing capacity | 767,500,000,000 | 767,500,000,000 | ||||
Classified as held for sale | 1,904,000 | 1,904,000 | $ 786,000 | |||
Write-off of outstanding receivables and related accrued rent | 348,000,000 | $ 0 | ||||
Increase in ROU asset and operating lease liability | $ 6,401,000 | |||||
Escrow and other restricted accounts | 2,971,000 | $ 2,971,000 | 4,273,000 | |||
Land Improvements [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Property estimated useful life | 15 years | |||||
Mortgage loan | ||||||
Accounting Policies [Line Items] | ||||||
Mortgage receivable | 1,224,000 | $ 1,224,000 | 1,530,000 | |||
Allowance for credit loss | 78,000 | $ 78,000 | 98,000 | |||
Collectability analysis, period used | 15 years | |||||
Minimum | Building and Building Improvements [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Property estimated useful life | 20 years | |||||
Maximum | Building and Building Improvements [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Property estimated useful life | 40 years | |||||
Line of Credit | ||||||
Accounting Policies [Line Items] | ||||||
Revolving credit facility borrowing capacity | 1,100,000,000 | $ 1,100,000,000 | ||||
Loans Payable | ||||||
Accounting Policies [Line Items] | ||||||
Debt costs | 38,145,000 | 38,145,000 | 38,145,000 | |||
Debt costs accumulated amortization | $ 12,946,000 | $ 12,946,000 | $ 11,693,000 |
Real Estate (Key Information fo
Real Estate (Key Information for Leases) (Details) | 6 Months Ended |
Jun. 30, 2023 Property | |
Lessor, Lease, Description [Line Items] | |
Weighted average remaining lease term | 10 years 2 months 12 days |
Leases classified as operating leases | 3,492 |
Leases classified as direct financing leases | 5 |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Initial lease term | 10 years |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Initial lease term | 20 years |
Real Estate (Summary of Real Es
Real Estate (Summary of Real Estate Subject to Operating Leases) (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Land and improvements | [1] | $ 2,765,263,000 | $ 2,669,498,000 |
Buildings and improvements | 7,166,833,000 | 6,985,394,000 | |
Leasehold interests | 355,000 | 355,000 | |
Real estate subject to operating leases, gross | 9,932,451,000 | 9,655,247,000 | |
Less accumulated depreciation and amortization | (1,766,177,000) | (1,660,308,000) | |
Real estate subject to operating leases, net, before work in progress | 8,166,274,000 | 7,994,939,000 | |
Work in progress and improvements | 49,823,000 | 21,737,000 | |
Accounted for using the operating method | 8,216,097,000 | 8,016,676,000 | |
Accounted for using the direct financing method | 3,191,000 | 3,352,000 | |
Classified as held for sale | 1,904,000 | 786,000 | |
Accounted for using the operating method, net of accumulated depreciation and amortization | 8,221,192,000 | 8,020,814,000 | |
Asset under construction | |||
Property, Plant and Equipment [Line Items] | |||
Land and improvements | $ 63,991,000 | $ 22,356,000 | |
[1] (1) Includes $ 63,991 and $ 22,356 in land for Properties under construction at June 30, 2023 and December 31, 2022, respectively. |
Real Estate (Rental Income) (De
Real Estate (Rental Income) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease Income [Abstract] | ||||||
Rental income from operating leases | $ 197,629,000 | $ 185,791,000 | $ 395,812,000 | $ 370,102,000 | ||
Earned income from direct financing leases | 143,000 | 150,000 | 287,000 | 301,000 | ||
Percentage rent | 291,000 | 295,000 | 1,054,000 | 996,000 | ||
Real estate expense reimbursement from tenants | 4,363,000 | 4,300,000 | 8,903,000 | 8,900,000 | ||
Rental income | 202,426,000 | 190,536,000 | 406,056,000 | 380,299,000 | ||
Rental income accrued during period | 534,000 | 1,547,000 | 1,003,000 | 2,643,000 | ||
Repayments of deferred rent | 486,000 | 4,005,000 | 2,172,000 | 8,062,000 | ||
Originally rent due | $ 4,722,000 | $ 51,723,000 | ||||
Straight-line accrued rent from rent deferral repayments | $ 10,000 | $ 1,729,000 | $ 19,000 | $ 3,509,000 |
Real Estate (Intangible Assets
Real Estate (Intangible Assets and Liabilities) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Intangible lease liabilities (included in other liabilities): | |||||
Below-market in-place leases | $ 41,267,000 | $ 41,267,000 | $ 41,371,000 | ||
Less: accumulated amortization | (28,634,000) | (28,634,000) | (28,121,000) | ||
Below-market in-place leases, net | 12,633,000 | 12,633,000 | 13,250,000 | ||
Above-market in-place leases, net | |||||
Intangible lease assets (included in other assets): | |||||
Leases | 15,356,000 | 15,356,000 | 15,356,000 | ||
Less: accumulated amortization | (11,816,000) | (11,816,000) | (11,477,000) | ||
Leases, net | 3,540,000 | 3,540,000 | 3,879,000 | ||
In-place leases ,net | |||||
Intangible lease assets (included in other assets): | |||||
Leases | 123,468,000 | 123,468,000 | 124,198,000 | ||
Less: accumulated amortization | (82,845,000) | (82,845,000) | (79,675,000) | ||
Leases, net | 40,623,000 | 40,623,000 | $ 44,523,000 | ||
Intangible lease liabilities (included in other liabilities): | |||||
Amortization expense, in-place leases | 1,767,000 | $ 1,771,000 | 3,527,000 | $ 3,544,000 | |
Above-market and below-market in-place leases | |||||
Intangible lease liabilities (included in other liabilities): | |||||
Amortization expense, above- and below-market leases | $ 122,000 | $ 140,000 | $ 234,000 | $ 280,000 |
Real Estate (Dispositions) (Det
Real Estate (Dispositions) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) Property | Jun. 30, 2022 USD ($) Property | Jun. 30, 2023 USD ($) Property | Jun. 30, 2022 USD ($) Property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain | $ | $ 13,930 | $ 775 | $ 20,230 | $ 4,767 |
Assets Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties sold at a gain | Property | 7 | 8 | 13 | 18 |
Real Estate (Commitments) (Deta
Real Estate (Commitments) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Real Estate [Abstract] | ||
Period for improvements to construction commitments | 12 months | |
Total commitment | $ 268,159 | [1] |
Less amount funded | (113,814) | |
Remaining commitment | $ 154,345 | |
[1] (1) Includes land, construction costs, tenant improvements, lease costs and capitalized interest. |
Real Estate (Impairments) (Deta
Real Estate (Impairments) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) | Mar. 31, 2023 Property | Jun. 30, 2022 USD ($) | Mar. 31, 2022 Property | Jun. 30, 2023 USD ($) Property | Jun. 30, 2022 USD ($) Property | |
Real Estate [Abstract] | ||||||
Real estate impairments, net of recoveries | $ | $ 34 | $ 4,618 | $ 2,674 | $ 6,250 | ||
Vacant | 3 | 0 | 3 | 6 | ||
Occupied | 3 | 0 | 1 | 5 |
Line of Credit Payable (Details
Line of Credit Payable (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |
Revolving credit facility borrowing capacity | $ 767,500,000,000 |
Revolving credit facility weighted average outstanding balance | $ 228,576,000,000 |
Weighted average interest rate | 5.67% |
Option to increase facility size | $ 2,000,000,000,000 |
LIBOR | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 77.50% |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 10% |
Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility borrowing capacity | $ 1,100,000,000,000 |
Line of Credit | |
Line of Credit Facility [Line Items] | |
Revolving credit facility borrowing capacity | 1,100,000,000 |
Line of credit payable | $ 332,500,000,000 |
Mortgages Payable (Additional I
Mortgages Payable (Additional Information) (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Mortgages [Member] | |
Debt Instrument [Line Items] | |
Remaining mortgages payable principal balance | $ 9,774,000 |
Stockholders' Equity (ATM Progr
Stockholders' Equity (ATM Program) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Class of Stock [Line Items] | ||||
Total allowable shares (in shares) | 375,000,000 | 375,000,000 | ||
Total shares issued (in shares) | 182,407,911 | 181,424,670 | ||
Net proceeds | $ 30,765 | $ 33,048 | ||
Stock issuance costs | $ 125 | $ 126 | ||
ATM equity programs | ||||
Class of Stock [Line Items] | ||||
Shares of common stock (in shares) | 650,135 | 717,473 | ||
Average price per share (net) (in dollars per share) | $ 43.98 | $ 43.23 | ||
Net proceeds | $ 28,592 | $ 31,018 | ||
Stock issuance costs | [1] | $ 558 | $ 575 | |
2020 ATM | ||||
Class of Stock [Line Items] | ||||
Total allowable shares (in shares) | 17,500,000 | |||
Total shares issued (in shares) | 7,722,511 | |||
[1] Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees. |
Stockholders' Equity (DRIP) (De
Stockholders' Equity (DRIP) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Feb. 28, 2021 | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 375,000,000 | 375,000,000 | ||
Net proceeds | $ 30,765 | $ 33,048 | ||
DRIP | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 6,000,000 | |||
Shares of common stock (in shares) | 35,922 | 34,396 | ||
Net proceeds | $ 1,615 | $ 1,456 |
Stockholders' Equity (Dividends
Stockholders' Equity (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | |||||
Common stock dividends | $ 199,146 | $ 185,629 | |||
Common stock dividends declared (in dollars per share) | $ 0.550 | $ 0.530 | $ 1.100 | $ 1.060 | |
DRIP [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock dividends | $ 99,745 | $ 92,878 | $ 199,146 | $ 185,629 | |
Common stock dividends per share (in dollars per share) | $ 0.550 | $ 0.530 | $ 1.100 | $ 1.060 | |
Subsequent event | |||||
Class of Stock [Line Items] | |||||
Common stock dividends declared (in dollars per share) | $ 0.5650 |
Notes Payable and Derivatives (
Notes Payable and Derivatives (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative [Line Items] | ||||
Gain (loss) reclassification to interest expense | $ 616,000 | $ 592,000 | $ 1,223,000 | $ 1,175,000 |
Interest rate cash flow hedge gain (loss) to be reclassified over next 12 months, net | 2,490,000 | 2,490,000 | ||
AOCI, cash flow hedges | ||||
Derivative [Line Items] | ||||
Gain (loss) reclassification to interest expense | 11,359,000 | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Derivative [Line Items] | ||||
Gain (loss) reclassification to interest expense | $ 616,000 | $ 592,000 | $ 1,223,000 | $ 1,175,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Fair value of notes payable | $ 3,135,564,000 | $ 3,140,774,000 |