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Section 1: 10-Q (10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2018
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from                      to                     
Commission file number 001-11290
NATIONAL RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
 
Maryland
(State or other jurisdiction of
incorporation or organization)
56-1431377
(I.R.S. Employer Identification No.)
450 South Orange Avenue, Suite 900
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (407) 265-7348

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x     No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  x
  
Accelerated filer  ¨
  
Non-accelerated filer  ¨
  
Smaller reporting company  ¨
Emerging growth company ¨
 


 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
156,989,846 shares of common stock, $0.01 par value, outstanding as of July 30, 2018.





TABLE OF CONTENTS
 
 
 
PAGE      
REFERENCE
Part I - Financial Information
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Part II - Other Information
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
 
June 30, 2018

December 31, 2017
ASSETS
(unaudited)
 
 
Real estate portfolio:
 
 
 
Accounted for using the operating method, net of accumulated depreciation and amortization
$
6,609,368

 
$
6,418,700

Accounted for using the direct financing method
9,188

 
9,650

Real estate held for sale
10,463

 
14,311

Cash and cash equivalents
1,885

 
1,364

Receivables, net of allowance of $572 and $1,119, respectively
2,548

 
4,317

Accrued rental income, net of allowance of $1,842 and $1,936, respectively
26,118

 
25,916

Debt costs, net of accumulated amortization of $13,378 and $12,667, respectively
4,781

 
5,380

Other assets
80,590

 
80,896

Total assets
$
6,744,941

 
$
6,560,534

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Line of credit payable
$
166,700

 
$
120,500

Mortgages payable, including unamortized premium and net of unamortized debt costs
13,000

 
13,300

Notes payable, net of unamortized discount and unamortized debt costs
2,448,390

 
2,446,407

Accrued interest payable
19,401

 
20,311

Other liabilities
108,339

 
119,106

Total liabilities
2,755,830

 
2,719,624

 


 


Equity:
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.01 par value. Authorized 15,000,000 shares
 
 
 
5.700% Series E, 115,000 shares issued and outstanding, at stated liquidation value of $2,500 per share
287,500

 
287,500

5.200% Series F, 138,000 shares issued and outstanding, at stated liquidation value of $2,500 per share
345,000

 
345,000

Common stock, $0.01 par value. Authorized 375,000,000 shares; 156,990,141 and 153,577,028 shares issued and outstanding, respectively
1,571

 
1,537

Capital in excess of par value
3,734,313

 
3,599,475

Accumulated deficit
(368,074
)
 
(379,181
)
Accumulated other comprehensive income (loss)
(11,535
)
 
(13,738
)
Total stockholders’ equity of NNN
3,988,775

 
3,840,593

Noncontrolling interests
336

 
317

Total equity
3,989,111

 
3,840,910

Total liabilities and equity
$
6,744,941

 
$
6,560,534

See accompanying notes to condensed consolidated financial statements.

3


NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
(Unaudited)

 
Quarter Ended June 30,
 
Six Months Ended June 30,
  
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Rental income from operating leases
$
150,969

 
$
141,298

 
$
298,798

 
$
277,791

Earned income from direct financing leases
225

 
246

 
455

 
502

Percentage rent
189

 
198

 
734

 
746

Real estate expense reimbursement from tenants
3,770

 
3,700

 
7,928

 
7,560

Interest and other income from real estate transactions
365

 
108

 
438

 
382

 
155,518

 
145,550

 
308,353

 
286,981

Operating expenses:
 
 
 
 
 
 
 
General and administrative
8,741

 
8,820

 
17,437

 
17,739

Real estate
5,828

 
5,424

 
11,690

 
11,087

Depreciation and amortization
43,304

 
41,326

 
87,802

 
81,469

Impairment losses – real estate and other charges, net of recoveries
3,835

 
(39
)
 
6,083

 
1,167

Retirement severance costs
260

 
7,428

 
521

 
7,428

 
61,968

 
62,959

 
123,533

 
118,890

Earnings from operations
93,550

 
82,591

 
184,820

 
168,091

Other expenses (revenues):
 
 
 
 
 
 
 
Interest and other income
(37
)
 
(37
)
 
(63
)
 
(175
)
Interest expense
27,110

 
27,274

 
53,712

 
53,888

 
27,073

 
27,237

 
53,649

 
53,713

Earnings before gain on disposition of real estate
66,477

 
55,354

 
131,171

 
114,378

Gain on disposition of real estate
4,106

 
3,055

 
42,702

 
17,679

Net earnings
70,583

 
58,409

 
173,873

 
132,057

Earnings attributable to noncontrolling interests
(10
)
 
(381
)
 
(19
)
 
(372
)
Net earnings attributable to NNN
70,573

 
58,028

 
173,854

 
131,685

Series D preferred stock dividends

 

 

 
(3,598
)
Series E preferred stock dividends
(4,096
)
 
(4,096
)
 
(8,194
)
 
(8,194
)
Series F preferred stock dividends
(4,485
)
 
(4,485
)
 
(8,970
)
 
(8,970
)
Excess of redemption value over carrying value of Series D preferred shares redeemed

 

 

 
(9,855
)
Net earnings attributable to common stockholders
$
61,992

 
$
49,447

 
$
156,690

 
$
101,068

Net earnings per share of common stock:
 
 
 
 
 
 
 
Basic
$
0.40

 
$
0.33

 
$
1.02

 
$
0.68

Diluted
$
0.40

 
$
0.33

 
$
1.02

 
$
0.68

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
153,810,692

 
148,372,501

 
153,428,365

 
147,655,076

Diluted
154,203,938

 
148,719,470

 
153,840,219

 
148,023,668

Other comprehensive income:
 
 
 
 
 
 
 
Net earnings attributable to NNN
$
70,573

 
$
58,028

 
$
173,854

 
$
131,685

Amortization of interest rate hedges
531

 
455

 
1,056

 
903

Fair value of forward starting swaps
3,259

 
(1,140
)
 
1,095

 
(1,694
)
Net gain (loss) – available-for-sale securities
184

 
(81
)
 
52

 
(7
)
Comprehensive income attributable to NNN
$
74,547

 
$
57,262

 
$
176,057

 
$
130,887


See accompanying notes to condensed consolidated financial statements.


4


NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)


 
Six Months Ended June 30,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net earnings
$
173,873

 
$
132,057

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation and amortization
87,802

 
81,469

Impairment losses – real estate and other charges, net of recoveries
6,083

 
1,167

Amortization of notes payable discount
922

 
878

Amortization of debt costs
1,781

 
1,727

Amortization of mortgages payable premium
(43
)
 
(42
)
Amortization of interest rate hedges
1,056

 
903

Gain on disposition of real estate
(42,702
)
 
(17,679
)
Performance incentive plan expense
4,843

 
10,204

Performance incentive plan payment
(432
)
 
(862
)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed:
 
 
 
Decrease in real estate leased to others using the direct financing method
462

 
443

Decrease in receivables
1,229

 
1,210

Increase in accrued rental income
(930
)
 
(904
)
Decrease (increase) in other assets
(894
)
 
858

Increase (decrease) in accrued interest payable
(910
)
 
256

Increase (decrease) in other liabilities
(3,944
)
 
3,428

Other
35

 
(42
)
Net cash provided by operating activities
228,231

 
215,071

Cash flows from investing activities:
 
 
 
Proceeds from the disposition of real estate
83,711

 
48,595

Additions to real estate:
 
 
 
Accounted for using the operating method
(325,069
)
 
(398,963
)
Other
122

 
(431
)
Net cash used in investing activities
(241,236
)
 
(350,799
)
 
See accompanying notes to condensed consolidated financial statements.


5


NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(dollars in thousands)
(Unaudited)


 
Six Months Ended June 30,
 
2018
 
2017
Cash flows from financing activities:
 
 
 
Proceeds from line of credit payable
$
1,167,500

 
$
705,200

Repayment of line of credit payable
(1,121,300
)
 
(489,700
)
Repayment of mortgages payable
(266
)
 
(253
)
Payment of debt costs
(112
)
 
(172
)
Proceeds from issuance of common stock
132,191

 
74,503

Stock issuance costs
(1,740
)
 
(1,238
)
Redemption of Series D preferred stock

 
(287,500
)
Payment of Series D preferred stock dividends

 
(3,598
)
Payment of Series E preferred stock dividends
(8,194
)
 
(8,194
)
Payment of Series F preferred stock dividends
(8,970
)
 
(8,970
)
Payment of common stock dividends
(145,583
)
 
(134,440
)
Net cash provided by (used in) financing activities
13,526

 
(154,362
)
Net increase (decrease) in cash, cash equivalents and restricted cash
521

 
(290,090
)
Cash, cash equivalents and restricted cash at beginning of period(1)
1,364

 
294,540

Cash, cash equivalents and restricted cash at end of period(1)
$
1,885

 
$
4,450

Supplemental disclosure of cash flow information:
 
 
 
Interest paid, net of amount capitalized
$
52,810

 
$
51,279

Taxes received
$

 
$
(3
)
Supplemental disclosure of noncash investing and financing activities:
 
 
 
Increase (decrease) in other comprehensive income
$
(2,203
)
 
$
798

Change in lease classification (direct financing lease to operating lease)
$

 
$
696

 
(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. NNN had no Restricted cash and cash held in escrow at June 30, 2018 and 2017.

 
See accompanying notes to condensed consolidated financial statements.

6



NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies:
Organization and Nature of Business – National Retail Properties, Inc., a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. The terms "NNN" or the "Company" refer to National Retail Properties, Inc. and all of its consolidated subsidiaries.
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, 2018
Property Portfolio:
 
Total properties
2,846

Gross leasable area (square feet)
29,389,000

States
48

Weighted average remaining lease term (years)
11.5


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 ("GAAP"). 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, 2018, may not be indicative of the results that may be expected for the year ending December 31, 2018. Amounts as of December 31, 2017, 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, 2017.
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”) 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 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 $1,904,000 and $1,113,000 in capitalized interest during the development period for the six months ended June 30, 2018 and 2017, respectively, of which $1,076,000 and $560,000 was recorded during the quarter ended June 30, 2018 and 2017, respectively.
Purchase Accounting for Acquisition of Real Estate Subject to a Lease – In accordance with the FASB guidance on business combinations, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, as applicable, based on their respective fair values.
The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their fair values.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease and the applicable option terms if it is probable that the tenant will

7



exercise options. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an option term whereby the Company amortizes the value attributable to the renewal over the renewal period.
The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as-if-vacant, determined as set forth above. The value of in-place leases exclusive of the value of above-market and below-market in-place leases is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off in that period. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.
Intangible assets and liabilities consisted of the following as of (dollars in thousands):
 
 
June 30, 2018
 
December 31, 2017
Intangible lease assets (included in Other assets):
 
 
 
 
Above-market in-place leases
 
$
15,329

 
$
16,583

Less: accumulated amortization
 
(9,197
)
 
(9,299
)
Above-market in-place leases, net
 
$
6,132

 
$
7,284

 
 
 
 
 
In-place leases
 
$
101,887

 
$
104,592

Less: accumulated amortization
 
(60,070
)
 
(61,004
)
In-place leases, net
 
$
41,817

 
$
43,588

 
 
 
 
 
Intangible lease liabilities (included in Other liabilities):
 
 
 
 
Below-market in-place leases
 
$
41,912

 
$
44,468

Less: accumulated amortization
 
(25,151
)
 
(26,055
)
Below-market in-place leases, net
 
$
16,761

 
$
18,413



The amounts amortized as a net increase to rental income for capitalized above-market and below-market leases were $2,115,000 and $1,341,000 for the six months ended June 30, 2018 and 2017, respectively, of which $1,417,000 and $682,000 were recorded for the quarter ended June 30, 2018 and 2017, respectively. The value of in-place leases amortized to expense were $5,516,000 and $6,608,000 for the six months ended June 30, 2018 and 2017, respectively, of which $2,370,000 and $3,281,000 were recorded for the quarter ended June 30, 2018 and 2017, respectively.
Debt Costs – Line of Credit Payable Debt costs incurred in connection with NNN’s $900,000,000 line of credit have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. NNN has recorded debt costs associated with the line of credit as an asset, in Debt costs on the Condensed Consolidated Balance Sheets.
Debt Costs – Mortgages Payable Debt costs incurred in connection with NNN’s mortgages payable have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. These costs of $147,000 at June 30, 2018 and December 31, 2017, are included in Mortgages payable on the Condensed Consolidated Balance Sheets net of accumulated amortization of $64,000 and $55,000, respectively.
Debt Costs – Notes Payable Debt costs incurred in connection with the issuance of NNN’s notes payable have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. These costs of $22,682,000 at June 30, 2018 and December 31, 2017, are included in Notes payable on the Condensed Consolidated Balance Sheets net of accumulated amortization of $7,399,000 and $6,337,000, respectively.
Revenue Recognition – In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606). The core principle of ASU 2014-09, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of the FASB guidance included in Leases (Topic 842). NNN adopted ASU 2014-09 on January 1, 2018, and applied the cumulative catch-up transition method. Through the evaluation and implementation process, NNN determined the key revenue stream

8



impacted by ASU 2014-09 is Gain on disposition of real estate reported on the Condensed Consolidated Statements of Income and Comprehensive Income. Prior to the adoption of ASU 2014-09, NNN recognized revenue at the time of closing (i.e., transfer of asset). Following the adoption of ASU 2014-09, NNN evaluates any separate contracts or performance obligations to determine proper timing of revenue recognition, as well as, transaction price allocation. The adoption of ASU 2014-09 did not have a material impact on NNN's financial position and results of operations.
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,
 
2018
 
2017
 
2018
 
2017
Basic and Diluted Earnings:
 
 
 
 
 
 
 
Net earnings attributable to NNN
$
70,573

 
$
58,028

 
$
173,854

 
$
131,685

Less: Series D preferred stock dividends

 

 

 
(3,598
)
Less: Series E preferred stock dividends
(4,096
)
 
(4,096
)
 
(8,194
)
 
(8,194
)
Less: Series F preferred stock dividends
(4,485
)
 
(4,485
)
 
(8,970
)
 
(8,970
)
Less: Excess of redemption value over carrying value of Series D preferred shares redeemed

 

 

 
(9,855
)
Net earnings available to NNN’s common stockholders
61,992

 
49,447

 
156,690

 
101,068

Less: Earnings allocated to unvested restricted shares
(141
)
 
(137
)
 
(273
)
 
(267
)
Net earnings used in basic and diluted earnings per share
$
61,851

 
$
49,310

 
$
156,417

 
$
100,801

 
 
 
 
 
 
 
 
Basic and Diluted Weighted Average Shares Outstanding:
 
 
 
 
 
 
 
Weighted average number of shares outstanding
154,593,456

 
149,119,191

 
154,138,711

 
148,354,604

Less: Unvested restricted stock
(295,444
)
 
(301,206
)
 
(266,690
)
 
(293,588
)
Less: Unvested contingent restricted shares
(487,320
)
 
(445,484
)
 
(443,656
)
 
(405,940
)
Weighted average number of shares outstanding used in basic earnings per share
153,810,692

 
148,372,501

 
153,428,365

 
147,655,076

Other dilutive securities
393,246

 
346,969

 
411,854

 
368,592

Weighted average number of shares outstanding used in diluted earnings per share
154,203,938

 
148,719,470

 
153,840,219

 
148,023,668


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.

9



Accumulated Other Comprehensive Income (Loss)The following table outlines the changes in accumulated other comprehensive income (loss) (dollars in thousands):
 
Gains or (Losses) on Cash Flow Hedges (1)
 
Gains on Available-for-Sale Securities
 
Total
Beginning balance, December 31, 2017
$
(14,655
)
 
$
917

 
$
(13,738
)
 
 
 
 
 
 
Other comprehensive income
1,095

 
52

 
1,147

Reclassifications from accumulated other comprehensive income to net earnings
1,056

(2) 

 
1,056

Net current period other comprehensive income
2,151

 
52

 
2,203

Ending balance, June 30, 2018
$
(12,504
)
 
$
969

 
$
(11,535
)
(1) Additional disclosure is included in Note 5 – Derivatives.
(2) Reclassifications out of other comprehensive income (loss) are recorded in Interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income.
New Accounting Pronouncements – In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The FASB issued final guidance that requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. NNN is currently evaluating to determine the potential impact the adoption of ASU 2016-02 will have on its financial position or results of operations.
Use of Estimates – Management of NNN has made a number of estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with GAAP. Significant estimates include provisions for impairment and allowances for certain assets, accruals, useful lives of assets and purchase price allocation. Actual results could differ from those estimates.
Reclassification – Certain items in the prior year’s consolidated financial statements and notes to consolidated financial statements have been reclassified to conform to the 2018 presentation.

Note 2 – Real Estate:
Real Estate – Portfolio
LeasesThe following outlines key information for NNN’s leases:
 
June 30, 2018
Lease classification:
 
Operating
2,856

Direct financing
7

Building portion – direct financing/land portion – operating
2

Weighted average remaining lease term (years)
11.5


The leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, and/or increases in the tenant’s sales volume. Generally, the tenant is also required to pay all property taxes and assessments, substantially maintain the Property and carry property and liability insurance coverage. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. Generally, the leases provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions of the base term of the lease, including rent increases.

10



Real Estate Portfolio – Accounted for Using the Operating MethodReal estate subject to operating leases consisted of the following as of (dollars in thousands):
 
June 30, 2018
 
December 31, 2017
Land and improvements(1)
$
2,316,395

 
$
2,287,100

Buildings and improvements
5,152,418

 
4,962,530

Leasehold interests
3,971

 
5,261

 
7,472,784

 
7,254,891

Less accumulated depreciation and amortization
(945,626
)
 
(878,111
)
 
6,527,158

 
6,376,780

Work in progress for buildings and improvements
82,210

 
41,920

 
$
6,609,368

 
$
6,418,700


(1) Includes $27,203 and $25,799 in land for Properties under construction at June 30, 2018 and December 31,
2017, respectively.

Real Estate – Held For Sale
On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined in ASC 360, Property, Plant & Equipment, including management’s intent to commit to a plan to sell the asset. NNN anticipates the disposition of Properties classified as held for sale to occur within 12 months. As of June 30, 2018, NNN had seven of its Properties categorized as held for sale. NNN's real estate held for sale at December 31, 2017, included nine Properties, two of which were sold in 2018. Real estate held for sale consisted of the following as of (dollars in thousands):
 
June 30, 2018
 
December 31, 2017
Land and improvements
$
4,424

 
$
5,229

Building and improvements
11,098

 
12,956

 
15,522

 
18,185

Less accumulated depreciation and amortization
(2,798
)
 
(3,010
)
Less impairment
(2,261
)
 
(864
)
 
$
10,463

 
$
14,311


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,
 
2018
 
2017
 
2018
 
2017
# of Sold
Properties
 
Gain
 
# of Sold
Properties
 
Gain
 
# of Sold
Properties
 
Gain
 
# of Sold
Properties
 
Gain
Gain on disposition of real estate
13
 
$
4,106

 
8
 
$
3,055

 
28
 
$
42,702

(1) 
25
 
$
17,679

(1)   Amount includes the recognition of a deferred gain related to a leasehold interest that was fully amortized in 2018.


11



Real Estate – Commitments
NNN has committed to fund construction commitments on 17 Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, as of June 30, 2018, are outlined in the table below (dollars in thousands):
Total commitment(1)
$
134,726

Less amount funded
109,413

Remaining commitment
$
25,313

(1)   Includes land, construction costs, tenant improvements, lease costs and
      capitalized interest.

Real Estate – Impairments
Management periodically assesses its real estate for possible impairment whenever certain events or changes in circumstances indicate that the carrying amount of the asset, including accrued rental income, may not be recoverable through operations. Events or circumstances that may occur include significant changes in real estate market conditions and the ability of NNN to re-lease or sell properties that are vacant or become vacant in a reasonable period of time. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. As a result of the Company's review of long-lived assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries of $6,083,000 and $1,167,000 for the six months ended June 30, 2018 and 2017, respectively, of which $3,835,000 and ($39,000) was recorded during the quarter ended June 30, 2018 and 2017, respectively.

The valuation of impaired assets is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

Note 3 – Line of Credit Payable:
NNN's $900,000,000 unsecured revolving credit facility (the “Credit Facility”) had a weighted average outstanding balance of $187,331,000 and a weighted average interest rate of 2.7% during the six months ended June 30, 2018. The Credit Facility matures January 2022, unless the Company exercises its option to extend maturity to January 2023. The Credit Facility bears interest at LIBOR plus 87.5 basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. The Credit Facility also includes an accordion feature to increase the facility size up to $1,600,000,000, subject to lender approval. As of June 30, 2018, $166,700,000 was outstanding and $733,300,000 was available for future borrowings under the Credit Facility, excluding undrawn letters of credit totaling $58,000.

Note 4 – Stockholders' Equity:
In February 2018, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which permits the issuance by NNN of an indeterminate amount of debt and equity securities.
Dividend Reinvestment and Stock Purchase Plan – In February 2018, NNN filed a shelf registration statement with the Commission for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") which permits the issuance by NNN of up to 10,000,000 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,
 
2018
 
2017
Shares of common stock
143,997

 
34,466

Net proceeds
$
5,471

 
$
1,413



12



At-The-Market Offerings – NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM programs:
 
2018 ATM
2016 ATM
Established date
February 2018

March 2016

Termination date
February 2021

February 2018

Total allowable shares
12,000,000

12,000,000

Total shares issued as of June 30, 2018
3,037,464

10,044,656



The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the six months ended June 30, 2018 (dollars in thousands, except per share data):
 
Six Months Ended June 30,
 
2018
 
2017
Shares of common stock
3,037,464

 
1,653,155

Average price per share (net)
$
41.17

 
$
43.64

Net proceeds
$
125,052

 
$
72,139

Stock issuance costs(1)
$
1,633

 
$
1,183

(1)   Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.

DividendsThe following table outlines the dividends declared and paid for each issuance of NNN's stock (dollars in thousands, except per share data):
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Series D preferred stock(1):
 
 
 
 
 
 
 
Dividends
$

 
$

 
$

 
$
3,598

Per depositary share

 

 

 
0.312847

 
 
 
 
 
 
 
 
Series E preferred stock(2):
 
 
 
 
 
 
 
Dividends
4,096

 
4,096

 
8,194

 
8,194

Per depositary share
0.356250

 
0.356250

 
0.712500

 
0.712500

 
 
 
 
 
 
 
 
Series F preferred stock(3):
 
 
 
 
 
 
 
Dividends
4,485

 
4,485

 
8,970

 
8,970

Per depositary share
0.325000

 
0.325000

 
0.650000

 
0.650000

 
 
 
 
 
 
 
 
Common stock:
 
 
 
 
 
 
 
Dividends
72,850

 
67,660

 
145,583

 
134,440

Per share
0.475

 
0.455

 
0.950

 
0.910


(1) The 6.625% Series D Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock") was redeemed in February 2017. The dividends paid in 2017 included accumulated and unpaid dividends through the redemption date.
(2) The 5.700% Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred Stock") has no maturity date and will remain outstanding unless redeemed by NNN. As of May 2018, the Series E Preferred Stock is redeemable by NNN.
(3) The 5.200% Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock") has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is October 2021.
In July 2018, NNN declared a dividend of $0.500 per share, which is payable in August 2018 to its common stockholders of record as of July 31, 2018.


13



Note 5 – Derivatives:
In accordance with the guidance on derivatives and hedging, NNN records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or a firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
NNN’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, NNN primarily uses treasury locks, forward starting swaps and interest rate swaps as part of its cash flow hedging strategy. Treasury locks and forward starting swaps are used to hedge forecasted debt issuances. Treasury locks designated as cash flow hedges lock in the yield/price of a treasury security. Forward swaps also lock the associated swap spread. Interest rate swaps designated as cash flow hedges are used to hedge the variable cash flows associated with floating rate debt and involve the receipt or payment of variable rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.
NNN discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated or exercised, the derivative is re-designated as a hedging instrument or management determines that designation of the derivative as a hedging instrument is no longer appropriate.
When hedge accounting is discontinued, NNN recognizes any changes in its fair value in earnings and continues to carry the derivative on the balance sheet or may choose to settle the derivative at that time with a cash payment or receipt.
The following table outlines NNN's terminated derivatives which were hedging the risk of changes in forecasted interest payments on forecasted issuance of long-term debt (dollars in thousands):
Terminated
Description
Aggregate Notional Amount
Liability (Asset) Fair Value When Terminated
Fair Value Deferred In Other Comprehensive Income (1)
June 2011
Two treasury locks
$
150,000

$
5,300

$
5,218

April 2013
Four forward starting swaps
240,000

3,156

3,141

May 2014
Three forward starting swaps
225,000

6,312

6,312

October 2015
Four forward starting swaps
300,000

13,369

13,369

December 2016
Two forward starting swaps
180,000

(13,352
)
(13,345
)
September 2017
Two forward starting swaps
250,000

7,690

7,688

(1) The amount reported in accumulated other comprehensive income will be reclassified to interest expense as
interest payments are made on the related notes payable.
As of June 30, 2018, $13,599,000 remained in other comprehensive income related to the effective portion of NNN’s previously terminated interest rate hedges. During the six months ended June 30, 2018 and 2017, NNN reclassified out of other comprehensive income $1,056,000 and $903,000, respectively, as an increase in interest expense. Over the next 12 months, NNN estimates that an additional $2,192,000 will be reclassified as an increase in interest expense. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on NNN’s long-term debt.
During the six months ended June 30, 2018, NNN entered into two forward starting swaps with a total notional amount of $250,000,000 to hedge the risk of changes in the interest-related cash outflows associated with the potential issuance of long-term debt. The outstanding forward swaps were designated as cash flow hedges, and at June 30, 2018, have a fair value of $1,095,000 included in Other assets and Accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets. The fair value of the forward starting swaps was based on a Level 2 valuation. No hedge ineffectiveness was recognized during the six months ended June 30, 2018. These derivative financial instruments were still outstanding as of June 30, 2018.

14



NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as hedges.

Note 6 – Fair Value of Financial Instruments:
NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate. NNN believes that the carrying value of its mortgages payable at June 30, 2018 and December 31, 2017, approximate fair value based upon current market prices of comparable instruments (Level 3). At June 30, 2018 and December 31, 2017, the fair value of NNN’s notes payable net of unamortized discount and excluding debt costs was $2,416,221,000 and $2,507,106,000, respectively, based upon quoted market prices, which is a Level 1 valuation since NNN's notes payable are publicly traded.

Note 7 – Subsequent Events:
NNN reviewed its subsequent events and transactions that have occurred after June 30, 2018, the date of the condensed consolidated balance sheet. There were no reportable subsequent events or transactions.




15



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K of National Retail Properties, Inc. for the year ended December 31, 2017. The terms “NNN” and the “Company” refer to National Retail Properties, Inc. and all of its consolidated subsidiaries.

Forward-Looking Statements

The information herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 (the “Exchange Act”). These statements generally are characterized by the use of terms such as "believe," "expect," "intend," "may," "estimated" or similar words or expressions. Forward-looking statements are not historical facts or guarantees of future performance and are subject to known and unknown risks. Certain factors that could cause actual results or events to differ materially from those NNN anticipates or projects include, but are not limited to, the following:
Financial and economic conditions may have an adverse impact on NNN, its tenants, and commercial real estate in general;
NNN may be unable to obtain debt or equity capital on favorable terms, if at all;
Loss of rent from tenants would reduce NNN's cash flow;
A significant portion of the source of the Property Portfolio annual base rent is concentrated in specific industry classifications, tenants and geographic locations;
Owning real estate and indirect interests in real estate carries inherent risks;
NNN's real estate investments are illiquid;
Costs of complying with changes in governmental laws and regulations may adversely affect NNN's results of operations;
NNN may be subject to known or unknown environmental liabilities and hazardous materials on Properties owned by NNN;
NNN may not be able to successfully execute its acquisition or development strategies;
NNN may not be able to dispose of properties consistent with its operating strategy;
NNN may suffer a loss in the event of a default of or bankruptcy of a tenant or a borrower;
Certain provisions of NNN's leases or loan agreements may be unenforceable;
Property ownership through joint ventures and partnerships could limit NNN's control of those investments;
Competition from numerous other REITs, commercial developers, real estate limited partnerships and other investors may impede NNN's ability to grow;
NNN's loss of key management personnel could adversely affect performance and the value of its securities;
Uninsured losses may adversely affect NNN's operating results and asset values;
Acts of violence, terrorist attacks or war may affect the markets in which NNN operates and NNN's results of operations;
Vacant properties or bankrupt tenants or borrowers could adversely affect NNN's business or financial condition;
The amount of debt NNN has and the restrictions imposed by that debt could adversely affect NNN's business and financial condition;
NNN is obligated to comply with financial and other covenants in its debt instruments that could restrict its operating activities, and the failure to comply with such covenants could result in defaults that accelerate the payment of such debt;
The market value of NNN's equity and debt securities is subject to various factors that may cause significant fluctuations or volatility;
NNN's failure to qualify as a REIT for federal income tax purposes could result in significant tax liability;
Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow;
Adverse legislative or regulatory tax changes could reduce NNN's earnings and cash flow and the market value of NNN's securities;
Compliance with REIT requirements, including distribution requirements, may limit NNN's flexibility and may negatively affect NNN's operating decisions;
Changes in accounting pronouncements could adversely impact NNN's or NNN's tenants' reported financial performance;
NNN's failure to maintain effective internal control over financial reporting could have a material adverse effect on its business, operating results and the market value of NNN's securities;
NNN's ability to pay dividends in the future is subject to many factors;
Cybersecurity risks and cyber incidents could adversely affect NNN's business, disrupt operations and expose NNN to liabilities to tenants, employees, capital providers, and other third parties; and

16



Future investment in international markets could subject NNN to additional risks, including foreign currency exchange rate fluctuations, operational risks due to local economic and political conditions and laws and policies of the U.S. affecting foreign investment.

Additional information related to these risks and uncertainties are included in Item 1A. Risk Factors of NNN's Annual Report on Form 10-K for the year ended December 31, 2017, and may cause NNN's actual future results to differ materially from expected results. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. NNN undertakes no obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
NNN, a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. NNN's assets are primarily real estate assets. NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and are primarily held for investment ("Properties" or "Property Portfolio", or individually a "Property").
As of June 30, 2018, NNN owned 2,846 Properties, with an aggregate gross leasable area of approximately 29,389,000 square feet, located in 48 states, with a weighted average remaining lease term of 11.5 years. Approximately 98 percent of the Properties were leased as of June 30, 2018.
NNN’s management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. The key indicators for NNN include items such as: the composition of the Property Portfolio (such as tenant, geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance ratios and profitability measures, industry trends and industry performance compared to that of NNN.
NNN evaluates the creditworthiness of its current and prospective tenants. This evaluation may include reviewing available financial statements, store level financial performance, press releases, public credit ratings from major credit rating agencies, industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business and operations of its tenants, including periodically meeting with senior management of certain tenants.
NNN continues to maintain its diversification by tenant, geography and tenant's line of trade. NNN’s largest lines of trade concentrations are the convenience store and restaurant (including full and limited service) sectors. These sectors represent a large part of the freestanding retail property marketplace and NNN’s management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in the south and southeast United States, which are regions of historically above-average population growth. Given these concentrations, any financial hardship within these sectors or geographic regions could have a material adverse effect on the financial condition and operating performance of NNN.




17



Results of Operations
Property Analysis
General.  The following table summarizes the Property Portfolio:
 
June 30, 2018
 
December 31, 2017
 
June 30, 2017
Properties Owned:
 
 
 
 
 
Number
2,846

 
2,764

 
2,675

Total gross leasable area (square feet)
29,389,000

 
29,093,000

 
28,102,000

Properties:
 
 
 
 
 
Leased and unimproved land
2,802

 
2,740

 
2,657

Percent of Properties – leased and unimproved land
98
%
 
99
%
 
99
%
Weighted average remaining lease term (years)
11.5

 
11.5

 
11.5

Total gross leasable area (square feet) – leased
28,682,000

 
28,703,000

 
27,734,000


The following table summarizes the diversification of the Property Portfolio based on the top 10 lines of trade:
 
 
 
 
% of Annual Base Rent (1)
 
 
Lines of Trade
 
June 30, 2018
 
December 31, 2017
 
June 30, 2017
1.
 
Convenience stores
 
18.8
%
 
18.1
%
 
18.1
%
2.
 
Restaurants – full service
 
12.1
%
 
12.1
%
 
11.7
%
3.
 
Restaurants – limited service
 
7.9
%
 
7.6
%
 
7.8
%
4.
 
Automotive service
 
7.7
%
 
6.9
%
 
6.9
%
5.
 
Family entertainment centers
 
6.5
%
 
6.4
%
 
6.1
%
6.
 
Health and fitness
 
5.6
%
 
5.6
%
 
5.6
%
7.
 
Theaters
 
4.8
%
 
4.8
%
 
4.7
%
8.
 
Automotive parts
 
3.6
%
 
3.6
%
 
3.7
%
9.
 
Recreational vehicle dealers, parts and accessories
 
3.1
%
 
3.4
%
 
3.4
%
10.
 
Wholesale clubs
 
2.4
%
 
2.2
%
 
2.2
%
 
 
Other
 
27.5
%
 
29.3
%
 
29.8
%
 
 
 
 
100.0
%
 
100.0
%
 
100.0
%
(1) Based on annualized base rent for all leases in place for each respective period.

Property Acquisitions.  The following table summarizes the Property acquisitions (dollars in thousands):
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Acquisitions:
 
 
 
 
 
 
 
Number of Properties
59

 
140

 
111

 
164

Gross leasable area (square feet)
336,000

 
832,000

 
736,000

 
1,082,000

Initial cash yield
7.1
%
 
6.9
%
 
6.9
%
 
6.9
%
Total dollars invested(1)
$
140,458

 
$
299,452

 
$
317,471

 
$
407,391

(1) Includes dollars invested in projects under construction or tenant improvements for each respective year.
NNN typically funds Property acquisitions either through borrowings under NNN's unsecured revolving credit facility (the "Credit Facility") (see "Debt – Line of Credit Payable") or by issuing its debt or equity securities in the capital markets.

18



Property Dispositions.  The following table summarizes the Properties sold by NNN (dollars in thousands):
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Number of properties
13

 
8

 
28

 
25

Gross leasable area (square feet)
72,000

 
41,000

 
352,000

 
188,000

Net sales proceeds
$
11,915

 
$
9,308

 
$
83,520

 
$
48,263

Gain
$
4,106

 
$
3,055

 
$
42,702

(1) 
$
17,679

(1)   Amount includes the recognition of a deferred gain related to a leasehold interest that was fully amortized in 2018.

NNN typically uses the proceeds from a Property disposition to either pay down the Credit Facility or reinvest in real estate.
Analysis of Revenue
General.  During the quarter and six months ended June 30, 2018, rental income increased, as compared to the same periods in 2017, primarily due to the increase in rental income from Property acquisitions (See “Results of Operations – Property Analysis – Property Acquisitions”). NNN anticipates increases in rental income will continue to come from additional Property acquisitions and increases in rents pursuant to existing lease terms.
The following table summarizes NNN’s revenues (dollars in thousands):
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
 
 
Percent
Increase
(Decrease)
 
Percent of Total
 
 
 
Percent
Increase
(Decrease)
 
Percent of Total
 
2018
 
2017
 
 
2018
 
2017
 
2018
 
2017
 
 
2018
 
2017
Rental Income(1)
$
151,383

 
$
141,742

 
6.8%
 
97.4
%
 
97.4
%
 
$
299,987

 
$
279,039

 
7.5%
 
97.3
%
 
97.2
%
Real estate expense reimbursement from tenants
3,770

 
3,700

 
1.9%
 
2.4
%
 
2.5
%
 
7,928

 
7,560

 
4.9%
 
2.6
%
 
2.6
%
Interest and other income from real estate transactions
365

 
108

 
238.0%
 
0.2
%
 
0.1
%
 
438

 
382

 
14.7%
 
0.1
%
 
0.2
%
Total revenues
$
155,518

 
$
145,550

 
6.8%
 
100.0
%
 
100.0
%
 
$
308,353

 
$
286,981

 
7.4%
 
100.0
%
 
100.0
%
(1) Includes rental income from operating leases, earned income from direct financing leases and percentage rent (“Rental Income”).
Quarter and Six Months Ended June 30, 2018 versus Quarter and Six Months Ended June 30, 2017
Rental Income. Rental Income increased in amount but remained flat as a percent of the total revenues for the quarter and six months ended June 30, 2018, as compared to the same periods in 2017. The increase for the quarter and six months ended June 30, 2018, is primarily due to a partial year of Rental Income received as a result of the acquisition of 111 properties with aggregate gross leasable area of approximately 736,000 during 2018 and a full year of Rental Income received as a result of the acquisition of 276 properties with a gross leasable area of approximately 2,243,000 square feet in 2017.








19



Analysis of Expenses
General.  Operating expenses were impacted for the quarter and six months ended June 30, 2018, as compared to the same periods in 2017, primarily by an increase in depreciation expense and impairment losses recognized on real estate and offset by a decrease in retirement severance costs. The following table summarizes NNN’s expenses for the quarter ended June 30 (dollars in thousands):
 
 
 
 
 

Percent
Increase
(Decrease)
 
Percentage of Total
 
Percentage of
Revenues
 
2018
 
2017
 
 
2018
 
2017
 
2018
 
2017
General and administrative
$
8,741

 
$
8,820

 
(0.9)%
 
14.1
 %
 
14.0
 %
 
5.6
%
 
6.1
%
Real estate
5,828

 
5,424

 
7.4%
 
9.4
 %
 
8.6
 %
 
3.7
%
 
3.7
%
Depreciation and amortization
43,304

 
41,326

 
4.8%
 
69.9
 %
 
65.7
 %
 
27.8
%
 
28.4
%
Impairment losses – real estate and other charges, net of recoveries
3,835

 
(39
)
 
N/C (1)
 
6.2
 %
 
(0.1
)%
 
2.5
%
 

Retirement severance costs
260

 
7,428

 
(96.5)%
 
0.4
 %
 
11.8
 %
 
0.2
%
 
5.1
%
Total operating expenses
$
61,968

 
$
62,959

 
(1.6)%
 
100.0
 %
 
100.0
 %
 
39.8
%
 
43.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and other income
$
(37
)
 
$
(37
)
 
 
(0.1
)%
 
(0.1
)%
 

 

Interest expense
27,110

 
27,274

 
(0.6)%
 
100.1
 %
 
100.1
 %
 
17.4
%
 
18.7
%
Total other expenses
$
27,073

 
$
27,237

 
(0.6)%
 
100.0
 %
 
100.0
 %
 
17.4
%
 
18.7
%
(1) Not calculable ("N/C")

The following table summarizes NNN's expenses for the six months ended June 30 (dollars in thousands):
 
 
 
 
 

Percent
Increase
(Decrease)
 
Percentage of Total
 
Percentage of
Revenues
 
2018
 
2017
 
 
2018
 
2017
 
2018
 
2017
General and administrative
$
17,437

 
$
17,739

 
(1.7)%
 
14.1
 %
 
14.9
 %
 
5.6
%
 
6.2
%
Real estate
11,690

 
11,087

 
5.4%
 
9.5
 %
 
9.3
 %
 
3.8
%
 
3.8
%
Depreciation and amortization
87,802

 
81,469

 
7.8%
 
71.1
 %
 
68.5
 %
 
28.5
%
 
28.4
%
Impairment losses – real estate and other charges, net of recoveries
6,083

 
1,167

 
421.3%
 
4.9
 %
 
1.0
 %
 
2.0
%
 
0.4
%
Retirement severance costs
521

 
7,428

 
(93.0)%
 
0.4
 %
 
6.3
 %
 
0.2
%
 
2.6
%
Total operating expenses
$
123,533

 
$
118,890

 
3.9%
 
100.0
 %
 
100.0
 %
 
40.1
%
 
41.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and other income
$
(63
)
 
$
(175
)