Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | NATIONAL RETAIL PROPERTIES, INC. | |
Entity Central Index Key | 751,364 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 152,053,313 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Real estate portfolio: | ||
Accounted for using the operating method, net of accumulated depreciation and amortization | $ 6,241,667 | $ 5,881,496 |
Accounted for using the direct financing method | 9,873 | 11,230 |
Real estate held for sale | 2,423 | 23,634 |
Cash and cash equivalents | 254,263 | 294,540 |
Receivables, net of allowance of $1,961 and $1,006, respectively | 3,495 | 3,418 |
Accrued rental income, net of allowance of $2,224 and $3,078, respectively | 25,886 | 25,101 |
Debt costs, net of accumulated amortization of $12,315 and $11,268, respectively | 1,775 | 2,715 |
Other assets | 86,838 | 92,017 |
Total assets | 6,626,220 | 6,334,151 |
Liabilities: | ||
Mortgages payable, including unamortized premium and net of unamortized debt costs | 13,447 | 13,878 |
Notes payable, net of unamortized discount and unamortized debt costs | 2,695,414 | 2,297,811 |
Accrued interest payable | 37,055 | 19,665 |
Other liabilities | 114,541 | 85,869 |
Total liabilities | 2,860,457 | 2,417,223 |
Stockholders’ equity: | ||
Common stock, $0.01 par value. Authorized 375,000,000 shares; 151,627,386 and 147,149,945 shares issued and outstanding, respectively | 1,518 | 1,473 |
Capital in excess of par value | 3,516,360 | 3,322,771 |
Accumulated deficit | (370,758) | (319,254) |
Accumulated other comprehensive income (loss) | (14,367) | (8,191) |
Total stockholders’ equity of NNN | 3,765,253 | 3,916,799 |
Noncontrolling interests | 510 | 129 |
Total equity | 3,765,763 | 3,916,928 |
Total liabilities and equity | 6,626,220 | 6,334,151 |
Series D Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value. Authorized 15,000,000 shares | 0 | 287,500 |
Series E Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value. Authorized 15,000,000 shares | 287,500 | 287,500 |
Series F Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value. Authorized 15,000,000 shares | $ 345,000 | $ 345,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Receivables allowance | $ 1,961 | $ 1,006 |
Accrued rental income allowance | 2,224 | 3,078 |
Debt costs accumulated amortization | $ 12,315 | $ 11,268 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
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) | 151,627,386 | 147,149,945 |
Common stock, shares outstanding (in shares) | 151,627,386 | 147,149,945 |
Series D Preferred Stock | ||
Dividend rate | 6.625% | |
Preferred stock, depositary shares issued (in shares) | 115,000 | |
Preferred stock, depositary shares outstanding (in shares) | 115,000 | |
Preferred stock, stated liquidation value per share (in dollars per share) | $ 2,500 | |
Series E Preferred Stock | ||
Dividend rate | 5.70% | 5.70% |
Preferred stock, depositary shares issued (in shares) | 115,000 | 115,000 |
Preferred stock, depositary shares outstanding (in shares) | 115,000 | 115,000 |
Preferred stock, stated liquidation value per share (in dollars per share) | $ 2,500 | $ 2,500 |
Series F Preferred Stock | ||
Dividend rate | 5.20% | 5.20% |
Preferred stock, depositary shares issued (in shares) | 138,000 | 138,000 |
Preferred stock, depositary shares outstanding (in shares) | 138,000 | 138,000 |
Preferred stock, stated liquidation value per share (in dollars per share) | $ 2,500 | $ 2,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Rental income from operating leases | $ 143,376 | $ 129,944 | $ 421,167 | $ 378,007 |
Earned income from direct financing leases | 241 | 338 | 743 | 1,041 |
Percentage rent | 239 | 321 | 985 | 959 |
Real estate expense reimbursement from tenants | 3,614 | 3,413 | 11,174 | 10,251 |
Interest and other income from real estate transactions | 151 | 141 | 368 | 905 |
Interest income on commercial mortgage residual interests | 84 | 384 | 249 | 1,285 |
Total revenues | 147,705 | 134,541 | 434,686 | 392,448 |
Operating expenses: | ||||
General and administrative | 7,354 | 9,116 | 25,093 | 27,100 |
Real estate | 5,553 | 4,942 | 16,640 | 14,297 |
Depreciation and amortization | 48,409 | 38,970 | 129,878 | 110,114 |
Impairment – commercial mortgage residual interests valuation | 0 | 5,978 | 0 | 6,830 |
Impairment losses – real estate and other charges, net of recoveries | 80 | 4,917 | 1,247 | 10,949 |
Retirement severance costs | 225 | 0 | 7,653 | 0 |
Total operating expenses | 61,621 | 63,923 | 180,511 | 169,290 |
Earnings from operations | 86,084 | 70,618 | 254,175 | 223,158 |
Other expenses (revenues): | ||||
Interest and other income | (64) | (17) | (239) | (108) |
Interest expense | 28,204 | 24,257 | 82,092 | 71,923 |
Real estate acquisition costs | 0 | 111 | 0 | 520 |
Total other expenses (revenues) | 28,140 | 24,351 | 81,853 | 72,335 |
Earnings before gain on disposition of real estate | 57,944 | 46,267 | 172,322 | 150,823 |
Gain on disposition of real estate | 3,185 | 4,505 | 20,864 | 22,558 |
Earnings including noncontrolling interests | 61,129 | 50,772 | 193,186 | 173,381 |
Loss (earnings) attributable to noncontrolling interests | (9) | 12 | (381) | 28 |
Net earnings attributable to NNN | 61,120 | 50,784 | 192,805 | 173,409 |
Net earnings attributable to common stockholders | $ 52,538 | $ 41,925 | $ 153,606 | $ 146,833 |
Net earnings per share of common stock: | ||||
Basic (in dollars per share) | $ 0.35 | $ 0.29 | $ 1.03 | $ 1.02 |
Diluted (in dollars per share) | $ 0.35 | $ 0.28 | $ 1.03 | $ 1.02 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 149,341,025 | 146,111,041 | 148,223,234 | 143,474,664 |
Diluted (in shares) | 149,667,609 | 146,681,592 | 148,526,361 | 144,036,165 |
Other comprehensive income: | ||||
Net earnings attributable to NNN | $ 61,120 | $ 50,784 | $ 192,805 | $ 173,409 |
Amortization of interest rate hedges | 491 | 720 | 1,394 | 2,122 |
Fair value forward starting swaps | (5,994) | 701 | (7,688) | 1,013 |
Net gain – commercial mortgage residual interests | 0 | (4,561) | 0 | (4,454) |
Net gain – available-for-sale securities | 125 | 47 | 118 | 600 |
Comprehensive income attributable to NNN | 55,742 | 47,691 | 186,629 | 172,690 |
Series D Preferred Stock | ||||
Other expenses (revenues): | ||||
Dividends | 0 | (4,762) | (3,598) | (14,285) |
Excess of redemption value over carrying value of Series D preferred shares redeemed | 0 | 0 | (9,855) | 0 |
Series E Preferred Stock | ||||
Other expenses (revenues): | ||||
Dividends | (4,097) | (4,097) | (12,291) | (12,291) |
Series F Preferred Stock | ||||
Other expenses (revenues): | ||||
Dividends | $ (4,485) | $ 0 | $ (13,455) | $ 0 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
Cash flows from operating activities: | |||
Earnings including noncontrolling interests | $ 193,186,000 | $ 173,381,000 | |
Adjustments to reconcile earnings including noncontrolling interests to net cash provided by operating activities: | |||
Depreciation and amortization | 129,878,000 | 110,114,000 | |
Impairment losses – real estate and other charges, net of recoveries | 1,245,000 | 10,949,000 | |
Impairment – commercial mortgage residual interests valuation | 0 | 6,830,000 | |
Amortization of notes payable discount | 1,330,000 | 1,030,000 | |
Amortization of debt costs | 2,611,000 | 2,276,000 | |
Amortization of mortgages payable premium | (65,000) | (126,000) | |
Amortization of deferred interest rate hedges | 1,394,000 | 2,122,000 | |
Settlement of forward starting swaps | (7,688,000) | 0 | |
Gain on disposition of real estate | (20,864,000) | (22,558,000) | |
Performance incentive plan expense | 12,100,000 | 8,714,000 | |
Performance incentive plan payment | (862,000) | (581,000) | |
Change in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | |||
Decrease in real estate leased to others using the direct financing method | 661,000 | 1,054,000 | |
Decrease (increase) in receivables | (77,000) | 871,000 | |
Decrease (increase) in accrued rental income | (1,199,000) | 21,000 | |
Increase in other assets | (353,000) | (227,000) | |
Increase in accrued interest payable | 17,390,000 | 12,679,000 | |
Increase in other liabilities | 1,659,000 | 8,315,000 | |
Other | (131,000) | (658,000) | |
Net cash provided by operating activities | 330,215,000 | 314,206,000 | |
Cash flows from investing activities: | |||
Proceeds from the disposition of real estate | 56,279,000 | 83,722,000 | |
Additions to real estate: | |||
Accounted for using the operating method | (471,396,000) | (637,603,000) | |
Principal payments on mortgages and notes receivable | 500,000 | 468,000 | |
Other | (558,000) | (2,010,000) | |
Net cash used in investing activities | (415,175,000) | (555,423,000) | |
Cash flows from financing activities: | |||
Proceeds from line of credit payable | 956,700,000 | 1,090,200,000 | |
Repayment of line of credit payable | (956,700,000) | (906,000,000) | |
Repayment of mortgages payable | (379,000) | (7,125,000) | |
Proceeds from notes payable | 398,372,000 | 0 | |
Payment of debt costs | (3,237,000) | (159,000) | |
Proceeds from issuance of common stock | 174,499,000 | 277,076,000 | |
Stock issuance costs | (2,618,000) | (4,266,000) | |
Redemption of Series D preferred stock | (287,500,000) | 0 | |
Payment of common stock dividends | (205,110,000) | (190,277,000) | |
Net cash provided by financing activities | 44,683,000 | 232,873,000 | |
Net decrease in cash, cash equivalents and restricted cash | (40,277,000) | (8,344,000) | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 294,540,000 | 14,260,000 |
Cash, cash equivalents and restricted cash at end of period | [1] | 254,263,000 | 5,916,000 |
Supplemental disclosure of cash flow information: | |||
Interest paid, net of amount capitalized | 61,126,000 | 55,185,000 | |
Taxes received | (3,000) | (49,000) | |
Supplemental disclosure of noncash investing and financing activities: | |||
Change in other comprehensive income | 6,176,000 | 719,000 | |
Change in lease classification (direct financing lease to operating lease) | 696,000 | 0 | |
Restricted cash and cash held in escrow | 0 | 0 | |
Series D Depositary Share | |||
Cash flows from financing activities: | |||
Payment of Series D, E and F preferred stock dividends | (3,598,000) | (14,285,000) | |
Series E Depositary Share | |||
Cash flows from financing activities: | |||
Payment of Series D, E and F preferred stock dividends | (12,291,000) | (12,291,000) | |
Series F Preferred Stock | |||
Cash flows from financing activities: | |||
Payment of Series D, E and F preferred stock dividends | $ (13,455,000) | $ 0 | |
[1] | Cash, cash equivalents and restricted cash at the end of the period is the aggregate of Cash and cash equivalents and Restricted cash and cash held in escrow from the Consolidated Balance Sheets. NNN had no restricted cash and cash held in escrow at September 30, 2017 and 2016. |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 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") . September 30, 2017 Property Portfolio: Total properties 2,687 Gross leasable area (square feet) 28,250,000 States 48 Weighted average remaining lease term (years) 11.4 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 nine months ended September 30, 2017 , may not be indicative of the results that may be expected for the year ending December 31, 2017 . Amounts as of December 31, 2016 , 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, 2016 . 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 $1,694,000 and $1,243,000 in capitalized interest during the development period for the nine months ended September 30, 2017 and 2016 , respectively, of which $581,000 and $416,000 was recorded during the quarters ended September 30, 2017 and 2016 , 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. Acquisition costs incurred in connection with a business combination are expensed when incurred. 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 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): September 30, 2017 December 31, 2016 Intangible lease assets (included in Other assets): Value of above-market in-place leases, net $ 7,584 $ 9,591 Value of in-place leases, net 46,805 55,290 Intangible lease liabilities (included in Other liabilities): Value of below-market in-place leases, net 19,673 22,100 Debt Costs – Line of Credit Payable – Debt costs incurred in connection with NNN’s $650,000,000 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 September 30, 2017 and December 31, 2016 , are included in Mortgages payable on the Condensed Consolidated Balance Sheets net of accumulated amortization of $51,000 and $38,000 , 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 $24,807,000 and $21,157,000 at September 30, 2017 and December 31, 2016 , respectively, are included in Notes payable on the Condensed Consolidated Balance Sheets net of accumulated amortization of $7,928,000 and $6,376,000 , respectively. 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Basic and Diluted Earnings: Net earnings attributable to NNN $ 61,120 $ 50,784 $ 192,805 $ 173,409 Less: Series D preferred stock dividends — (4,762 ) (3,598 ) (14,285 ) Less: Series E preferred stock dividends (4,097 ) (4,097 ) (12,291 ) (12,291 ) Less: Series F preferred stock dividends (4,485 ) — (13,455 ) — Less: Excess of redemption value over carrying value of Series D preferred shares redeemed — — (9,855 ) — Net earnings available to NNN’s common stockholders 52,538 41,925 153,606 146,833 Less: Earnings allocated to unvested restricted shares (132 ) (184 ) (399 ) (510 ) Net earnings used in basic and diluted earnings per share $ 52,406 $ 41,741 $ 153,207 $ 146,323 Basic and Diluted Weighted Average Shares Outstanding: Weighted average number of shares outstanding 150,076,348 146,982,759 148,934,825 144,301,606 Less: Unvested restricted stock (277,713 ) (406,170 ) (288,238 ) (385,267 ) Less: Unvested contingent restricted shares (457,610 ) (465,548 ) (423,353 ) (441,675 ) Weighted average number of shares outstanding used in basic earnings per share 149,341,025 146,111,041 148,223,234 143,474,664 Other dilutive securities 326,584 570,551 303,127 561,501 Weighted average number of shares outstanding used in diluted earnings per share 149,667,609 146,681,592 148,526,361 144,036,165 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) (dollars in thousands): Gains or (Losses) on Cash Flow Hedges (1) Gains on Available-for-Sale Securities Total Beginning balance, December 31, 2016 $ (8,899 ) $ 708 $ (8,191 ) Other comprehensive income (loss) (7,688 ) 118 (7,570 ) Reclassifications from accumulated other comprehensive income to net earnings 1,394 (2) — 1,394 Net current period other comprehensive income (loss) (6,294 ) 118 (6,176 ) Ending balance, September 30, 2017 $ (15,193 ) $ 826 $ (14,367 ) (1) Additional disclosure is included in Note 6 – 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 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). In March 2016, the FASB issued updated guidance. ASU 2016-08, "Revenue from Contracts with customers (Topic 606) - Principal versus Agent Considerations (Reporting Gross Versus Net)," clarifies the implementation guidance on principal versus agent considerations included within the scope of ASU 2014-09. In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)," which clarifies the scope of subtopic 610-20, which was issued as a part of ASU 2014-09, to add guidance for partial sales of nonfinancial assets. The guidance permits two methods of adoption: full retrospective approach to each prior reporting period presented, or modified retrospective approach with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The guidance was initially effective January 1, 2017, and early adoption was not permitted. The amended guidance provides for a one-year deferral of the effective date to January 1, 2018, with an option of applying the standard on the original effective date. NNN will adopt ASU 2014-09 on January 1, 2018, and apply the cumulative catch-up transition method. Through the evaluation and implementation process, NNN has 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. NNN currently recognizes revenue at the time of closing (i.e., transfer of asset). Upon adoption of ASU 2014-09, NNN will need to evaluate 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 will not have a material impact on NNN's financial position and results of operations. 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. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this update provide guidance on certain cash flow classification issues. The objective of the amendment is to reduce existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230. The adoption of ASU 2016-15 will not impact NNN's financial position or results of operations. In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting," effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. NNN has early adopted ASU 2017-09. The adoption of ASU 2017-09 did not impact NNN's financial position or results of operations. In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require a company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the update. The adoption of ASU 2017-12 will not have a material impact on NNN's 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. |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Real Estate | Real Estate: Real Estate – Portfolio Leases – The following outlines key information for NNN’s leases: September 30, 2017 Lease classification: Operating 2,711 Direct financing 7 Building portion – direct financing/land portion – operating 2 Weighted average remaining lease term (years) 11.4 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. Real Estate Portfolio – Accounted for Using the Operating Method – Real estate subject to operating leases consisted of the following as of (dollars in thousands): September 30, 2017 December 31, 2016 Land and improvements $ 2,220,519 $ 2,103,185 Buildings and improvements 4,812,663 4,488,787 Leasehold interests 5,261 4,565 7,038,443 6,596,537 Less accumulated depreciation and amortization (846,365 ) (739,098 ) 6,192,078 5,857,439 Work in progress 49,589 24,057 $ 6,241,667 $ 5,881,496 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 sales to occur within 12 months. As of September 30, 2017 , NNN had three of its Properties categorized as held for sale. NNN's real estate held for sale at December 31, 2016 , included 17 Properties, 14 of which were sold in 2017. Real estate held for sale consisted of the following as of (dollars in thousands): September 30, 2017 December 31, 2016 Land and improvements $ 1,310 $ 12,736 Building and improvements 1,975 14,266 3,285 27,002 Less accumulated depreciation and amortization (862 ) (3,368 ) $ 2,423 $ 23,634 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 # of Sold Properties Gain # of Sold Properties Gain # of Sold Properties Gain # of Sold Properties Gain Gain on disposition of real estate 6 $ 3,185 7 $ 4,505 31 $ 20,864 24 $ 22,558 Real Estate – Commitments NNN has committed to fund construction commitments on 26 Properties. The improvements are estimated to be completed within 12 months . These construction commitments, as of September 30, 2017 , are outlined in the table below (dollars in thousands): Total commitment (1) $ 175,821 Amount funded 89,243 Remaining commitment 86,578 (1) Includes land, construction costs, tenant improvements and lease costs. 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 $1,245,000 and $7,680,000 for the nine months ended September 30, 2017 and 2016 , respectively, of which $78,000 and $4,917,000 was recorded during the quarters ended September 30, 2017 and 2016 , 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. |
Line of Credit Payable
Line of Credit Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Line of Credit Payable | Line of Credit Payable : NNN's $650,000,000 unsecured revolving credit facility (the “Credit Facility”) had a weighted average outstanding balance of $100,545,000 and a weighted average interest rate of 2.1 % during the nine months ended September 30, 2017 . The Credit Facility matures January 2019, unless the Company exercises its option to extend maturity to January 2020. The Credit Facility bears interest at LIBOR plus 92.5 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 $1,000,000,000 , subject to lender approval. As of September 30, 2017 , there was no outstanding balance and $650,000,000 was available for future borrowings under the Credit Facility, excluding undrawn letters of credit totaling $230,000 . |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable [Abstract] | |
Notes Payable | Notes Payable : In September 2017, NNN filed a prospectus supplement to the prospectus contained in its February 2015 shelf registration statement and issued $400,000,000 aggregate principal amount of 3.50% notes due October 2027 (the “2027 Notes”). The 2027 Notes were sold at a discount with an aggregate purchase price of $398,372,000 with interest payable semi-annually commencing on April 15, 2018. The discount of $1,628,000 is being amortized to interest expense over the term of the notes using the effective interest method. The effective interest rate for the 2027 Notes after accounting for the note discount is 3.548% . NNN previously entered into two forward starting swaps with an aggregate notional amount of $250,000,000 . Upon issuance of the 2027 Notes, NNN terminated the forward starting swaps resulting in a liability of $7,690,000 , of which $7,688,000 was deferred in other comprehensive income. The deferred liability is being amortized to interest expense over the term of the 2027 Notes using the effective interest method. The 2027 Notes are senior unsecured obligations of NNN and are subordinated to all secured indebtedness and to the indebtedness and other liabilities of NNN's subsidiaries. Additionally, the 2027 Notes are redeemable at NNN's option, in whole or part anytime, for an amount equal to (i) the sum of the outstanding principal balance of the notes being redeemed plus accrued interest thereon to the redemption date, and (ii) the make whole amount, if any, as defined in the supplemental indenture dated September 6, 2017, relating to the 2027 Notes. NNN received approximately $394,722,000 of net proceeds in connection with the issuance of the 2027 Notes, after incurring debt issuance costs totaling $3,650,000 consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity : In February 2015, 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 2015, 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 16,000,000 shares of common stock. The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands): Nine Months Ended September 30, 2017 2016 Shares of common stock 135,721 164,640 Net proceeds $ 5,469 $ 7,376 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: 2016 ATM 2015 ATM Established date March 2016 February 2015 Termination date March 2019 March 2016 Total allowable shares 12,000,000 10,000,000 Total shares issued as of September 30, 2017 8,192,542 9,852,465 The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands, except per share data): Nine Months Ended September 30, 2017 2016 Shares of common stock 3,969,252 5,716,222 Average price per share (net) $ 42.00 $ 46.48 Net proceeds $ 166,698 $ 265,696 Stock issuance costs (1) $ 2,563 $ 4,266 (1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees. Dividends – The following table outlines the dividends declared and paid for each issuance of NNN's stock (dollars in thousands, except per share data): Quarter Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Series D preferred stock (1) : Dividends $ — $ 4,762 $ 3,598 $ 14,285 Per depositary share — 0.414063 0.312847 1.242188 Series E preferred stock (2) : Dividends 4,097 4,097 12,291 12,291 Per depositary share 0.356250 0.356250 1.068750 1.068750 Series F preferred stock (3) : Dividends 4,485 — 13,455 — Per depositary share 0.325000 — 0.975000 — Common stock: Dividends 70,670 66,676 205,110 190,277 Per share 0.475 0.455 1.385 1.325 (1) 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 Series E preferred stock has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series E Preferred Stock is May 2018. (3) The Series F preferred stock was issued in October 2016 and 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 October 2017 , NNN declared a dividend of $0.475 per share, which is payable in November 2017 to its common stockholders of record as of October 31, 2017 . |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 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 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 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) September 2007 Two treasury locks $ 100,000 $ 3,260 $ 3,228 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 September 30, 2017 , $15,193,000 remained in other comprehensive income related to the effective portion of NNN’s previously terminated interest rate hedges. During the nine months ended September 30, 2017 and 2016 , NNN reclassified out of other comprehensive income $1,394,000 and $2,122,000 , respectively, as an increase in interest expense. Over the next 12 months, NNN estimates that an additional $2,131,000 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. NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as hedges. NNN had no derivative financial instruments outstanding at September 30, 2017. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Fair Value of Financial Instruments | 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 and notes receivable and mortgages payable at September 30, 2017 and December 31, 2016 , approximate fair value based upon current market prices of comparable instruments (Level 3). At September 30, 2017 and December 31, 2016 , the fair value of NNN’s notes payable net of unamortized discount and excluding debt costs was $2,765,998,000 and $2,367,102,000 , respectively, based upon quoted market prices, which is a Level 1 valuation since NNN's notes payable are publicly traded. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events : NNN reviewed its subsequent events and transactions that have occurred after September 30, 2017 , the date of the condensed consolidated balance sheet. In October 2017, NNN announced it had amended its Credit Facility, increasing its borrowing capacity from $650,000,000 to $900,000,000 (as so amended, the “Amended Credit Facility”).The Amended Credit Facility matures January 2022, with options by NNN to extend maturity to January 2023. The Amended Credit Facility will initially bear 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 Amended Credit Facility also includes an accordion feature for NNN to increase the facility size up to $1,600,000,000 , subject to lender approval. In October 2017, NNN repaid the $250,000,000 6.875% notes payable that were due in October 2017. There were no additional reportable subsequent events or transactions. |
Organization and Summary of S14
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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”) guidance included in Consolidation. All significant intercompany account balances and transactions have been eliminated. |
Real Estate Portfolio | 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 $1,694,000 and $1,243,000 in capitalized interest during the development period for the nine months ended September 30, 2017 and 2016 , respectively, of which $581,000 and $416,000 was recorded during the quarters ended September 30, 2017 and 2016 , 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. Acquisition costs incurred in connection with a business combination are expensed when incurred. 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 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. |
Debt Costs | 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. Debt Costs – Line of Credit Payable – Debt costs incurred in connection with NNN’s $650,000,000 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. |
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. |
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. |
New Accounting Pronouncements | New Accounting Pronouncements – 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). In March 2016, the FASB issued updated guidance. ASU 2016-08, "Revenue from Contracts with customers (Topic 606) - Principal versus Agent Considerations (Reporting Gross Versus Net)," clarifies the implementation guidance on principal versus agent considerations included within the scope of ASU 2014-09. In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)," which clarifies the scope of subtopic 610-20, which was issued as a part of ASU 2014-09, to add guidance for partial sales of nonfinancial assets. The guidance permits two methods of adoption: full retrospective approach to each prior reporting period presented, or modified retrospective approach with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The guidance was initially effective January 1, 2017, and early adoption was not permitted. The amended guidance provides for a one-year deferral of the effective date to January 1, 2018, with an option of applying the standard on the original effective date. NNN will adopt ASU 2014-09 on January 1, 2018, and apply the cumulative catch-up transition method. Through the evaluation and implementation process, NNN has 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. NNN currently recognizes revenue at the time of closing (i.e., transfer of asset). Upon adoption of ASU 2014-09, NNN will need to evaluate 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 will not have a material impact on NNN's financial position and results of operations. 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. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this update provide guidance on certain cash flow classification issues. The objective of the amendment is to reduce existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230. The adoption of ASU 2016-15 will not impact NNN's financial position or results of operations. In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting," effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. NNN has early adopted ASU 2017-09. The adoption of ASU 2017-09 did not impact NNN's financial position or results of operations. In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require a company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the update. The adoption of ASU 2017-12 will not have a material impact on NNN's 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. |
Use of Estimates | 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. |
Organization and Summary of S15
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of NNN's Investment Portfolio | 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") . September 30, 2017 Property Portfolio: Total properties 2,687 Gross leasable area (square feet) 28,250,000 States 48 Weighted average remaining lease term (years) 11.4 |
Intangible Assets and Liabilities | Intangible assets and liabilities consisted of the following as of (dollars in thousands): September 30, 2017 December 31, 2016 Intangible lease assets (included in Other assets): Value of above-market in-place leases, net $ 7,584 $ 9,591 Value of in-place leases, net 46,805 55,290 Intangible lease liabilities (included in Other liabilities): Value of below-market in-place leases, net 19,673 22,100 |
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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Basic and Diluted Earnings: Net earnings attributable to NNN $ 61,120 $ 50,784 $ 192,805 $ 173,409 Less: Series D preferred stock dividends — (4,762 ) (3,598 ) (14,285 ) Less: Series E preferred stock dividends (4,097 ) (4,097 ) (12,291 ) (12,291 ) Less: Series F preferred stock dividends (4,485 ) — (13,455 ) — Less: Excess of redemption value over carrying value of Series D preferred shares redeemed — — (9,855 ) — Net earnings available to NNN’s common stockholders 52,538 41,925 153,606 146,833 Less: Earnings allocated to unvested restricted shares (132 ) (184 ) (399 ) (510 ) Net earnings used in basic and diluted earnings per share $ 52,406 $ 41,741 $ 153,207 $ 146,323 Basic and Diluted Weighted Average Shares Outstanding: Weighted average number of shares outstanding 150,076,348 146,982,759 148,934,825 144,301,606 Less: Unvested restricted stock (277,713 ) (406,170 ) (288,238 ) (385,267 ) Less: Unvested contingent restricted shares (457,610 ) (465,548 ) (423,353 ) (441,675 ) Weighted average number of shares outstanding used in basic earnings per share 149,341,025 146,111,041 148,223,234 143,474,664 Other dilutive securities 326,584 570,551 303,127 561,501 Weighted average number of shares outstanding used in diluted earnings per share 149,667,609 146,681,592 148,526,361 144,036,165 |
Schedule of AOCI | 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, 2016 $ (8,899 ) $ 708 $ (8,191 ) Other comprehensive income (loss) (7,688 ) 118 (7,570 ) Reclassifications from accumulated other comprehensive income to net earnings 1,394 (2) — 1,394 Net current period other comprehensive income (loss) (6,294 ) 118 (6,176 ) Ending balance, September 30, 2017 $ (15,193 ) $ 826 $ (14,367 ) (1) Additional disclosure is included in Note 6 – Derivatives. (2) Reclassifications out of other comprehensive income (loss) are recorded in Interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income. |
Real Estate (Tables)
Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Classification of Investment Property Leases | The following outlines key information for NNN’s leases: September 30, 2017 Lease classification: Operating 2,711 Direct financing 7 Building portion – direct financing/land portion – operating 2 Weighted average remaining lease term (years) 11.4 |
Summary of Real Estate Subject to Operating Leases | Real estate subject to operating leases consisted of the following as of (dollars in thousands): September 30, 2017 December 31, 2016 Land and improvements $ 2,220,519 $ 2,103,185 Buildings and improvements 4,812,663 4,488,787 Leasehold interests 5,261 4,565 7,038,443 6,596,537 Less accumulated depreciation and amortization (846,365 ) (739,098 ) 6,192,078 5,857,439 Work in progress 49,589 24,057 $ 6,241,667 $ 5,881,496 |
Disclosure of Long Lived Assets Held-for-sale | Real estate held for sale consisted of the following as of (dollars in thousands): September 30, 2017 December 31, 2016 Land and improvements $ 1,310 $ 12,736 Building and improvements 1,975 14,266 3,285 27,002 Less accumulated depreciation and amortization (862 ) (3,368 ) $ 2,423 $ 23,634 |
Disclosure of Long Lived Assets Held-for-sale, Gains Recognized | The following table summarizes the Properties sold and the corresponding gain recognized on the disposition of Properties (dollars in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 # of Sold Properties Gain # of Sold Properties Gain # of Sold Properties Gain # of Sold Properties Gain Gain on disposition of real estate 6 $ 3,185 7 $ 4,505 31 $ 20,864 24 $ 22,558 |
Real Estate Funding Commitments | These construction commitments, as of September 30, 2017 , are outlined in the table below (dollars in thousands): Total commitment (1) $ 175,821 Amount funded 89,243 Remaining commitment 86,578 (1) Includes land, construction costs, tenant improvements and lease costs. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Stock Issuance | The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands): Nine Months Ended September 30, 2017 2016 Shares of common stock 135,721 164,640 Net proceeds $ 5,469 $ 7,376 |
Schedule of ATM Program | The following outlines NNN's ATM programs: 2016 ATM 2015 ATM Established date March 2016 February 2015 Termination date March 2019 March 2016 Total allowable shares 12,000,000 10,000,000 Total shares issued as of September 30, 2017 8,192,542 9,852,465 |
Schedule of Stock by Class | The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands, except per share data): Nine Months Ended September 30, 2017 2016 Shares of common stock 3,969,252 5,716,222 Average price per share (net) $ 42.00 $ 46.48 Net proceeds $ 166,698 $ 265,696 Stock issuance costs (1) $ 2,563 $ 4,266 (1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees. |
Schedule of Dividends Declared and Paid | The following table outlines the dividends declared and paid for each issuance of NNN's stock (dollars in thousands, except per share data): Quarter Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Series D preferred stock (1) : Dividends $ — $ 4,762 $ 3,598 $ 14,285 Per depositary share — 0.414063 0.312847 1.242188 Series E preferred stock (2) : Dividends 4,097 4,097 12,291 12,291 Per depositary share 0.356250 0.356250 1.068750 1.068750 Series F preferred stock (3) : Dividends 4,485 — 13,455 — Per depositary share 0.325000 — 0.975000 — Common stock: Dividends 70,670 66,676 205,110 190,277 Per share 0.475 0.455 1.385 1.325 (1) 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 Series E preferred stock has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series E Preferred Stock is May 2018. (3) The Series F preferred stock was issued in October 2016 and 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. |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table outlines NNN's 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) September 2007 Two treasury locks $ 100,000 $ 3,260 $ 3,228 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. |
Organization and Summary of S19
Organization and Summary of Significant Accounting Policies (Summary of NNN's Investment Portfolio) (Details) ft² in Thousands | 9 Months Ended |
Sep. 30, 2017ft²stateproperty | |
Accounting Policies [Abstract] | |
Total properties | property | 2,687 |
Gross leasable area (square feet) | ft² | 28,250 |
States | state | 48 |
Weighted average remaining lease term (years) | 11 years 4 months 24 days |
Organization and Summary of S20
Organization and Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||
Interest costs capitalized | $ 581,000 | $ 416,000 | $ 1,694,000 | $ 1,243,000 | |
Revolving credit facility borrowing capacity | 650,000,000 | 650,000,000 | |||
Mortgages | |||||
Debt Instrument [Line Items] | |||||
Debt costs | 147,000 | 147,000 | $ 147,000 | ||
Debt costs accumulated amortization | 51,000 | 51,000 | 38,000 | ||
Notes Payable to Banks | |||||
Debt Instrument [Line Items] | |||||
Debt costs | 24,807,000 | 24,807,000 | 21,157,000 | ||
Debt costs accumulated amortization | $ 7,928,000 | $ 7,928,000 | $ 6,376,000 |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Gross Intangible Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Value of above-market in-place leases, net | ||
Intangible lease assets (included in Other assets): | ||
Intangible lease assets (included in Other assets): | $ 7,584 | $ 9,591 |
Value of in-place leases, net | ||
Intangible lease assets (included in Other assets): | ||
Intangible lease assets (included in Other assets): | 46,805 | 55,290 |
Value of below-market in-place leases, net | ||
Intangible lease liabilities (included in Other liabilities): | ||
Intangible lease liabilities (included in Other liabilities): | $ 19,673 | $ 22,100 |
Organization and Summary of S22
Organization and Summary of Significant Accounting Policies (Computation of Basic and Diluted Earnings per Share) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic and Diluted Earnings: | ||||
Net earnings attributable to NNN | $ 61,120 | $ 50,784 | $ 192,805 | $ 173,409 |
Net earnings attributable to common stockholders | 52,538 | 41,925 | 153,606 | 146,833 |
Less: Earnings allocated to unvested restricted shares | (132) | (184) | (399) | (510) |
Net earnings used in basic and diluted earnings per share | $ 52,406 | $ 41,741 | $ 153,207 | $ 146,323 |
Basic and Diluted Weighted Average Shares Outstanding: | ||||
Weighted average number of shares outstanding (in shares) | 150,076,348 | 146,982,759 | 148,934,825 | 144,301,606 |
Less: Unvested restricted stock (in shares) | (277,713) | (406,170) | (288,238) | (385,267) |
Less: Unvested contingent restricted shares (in shares) | (457,610) | (465,548) | (423,353) | (441,675) |
Weighted average number of shares outstanding used in basic earnings per share (in shares) | 149,341,025 | 146,111,041 | 148,223,234 | 143,474,664 |
Other dilutive securities (in shares) | 326,584 | 570,551 | 303,127 | 561,501 |
Weighted average number of shares outstanding used in diluted earnings per share (in shares) | 149,667,609 | 146,681,592 | 148,526,361 | 144,036,165 |
Series D Preferred Stock | ||||
Basic and Diluted Earnings: | ||||
Less: preferred stock dividends | $ 0 | $ (4,762) | $ (3,598) | $ (14,285) |
Less: Excess of redemption value over carrying value of Series D preferred shares redeemed | 0 | 0 | (9,855) | 0 |
Series E Preferred Stock | ||||
Basic and Diluted Earnings: | ||||
Less: preferred stock dividends | (4,097) | (4,097) | (12,291) | (12,291) |
Series F Preferred Stock | ||||
Basic and Diluted Earnings: | ||||
Less: preferred stock dividends | $ (4,485) | $ 0 | $ (13,455) | $ 0 |
Organization and Summary of S23
Organization and Summary of Significant Accounting Policies (Changes in AOCI) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance, December 31, 2016 | $ 3,916,928 |
Ending balance, September 30, 2017 | 3,765,763 |
Gains or (Losses) on Cash Flow Hedges | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance, December 31, 2016 | (8,899) |
Other comprehensive income (loss) | (7,688) |
Reclassifications from accumulated other comprehensive income to net earnings | 1,394 |
Net current period other comprehensive income (loss) | (6,294) |
Ending balance, September 30, 2017 | (15,193) |
Gains on Available-for-Sale Securities | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance, December 31, 2016 | 708 |
Other comprehensive income (loss) | 118 |
Reclassifications from accumulated other comprehensive income to net earnings | 0 |
Net current period other comprehensive income (loss) | 118 |
Ending balance, September 30, 2017 | 826 |
Total | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance, December 31, 2016 | (8,191) |
Other comprehensive income (loss) | (7,570) |
Reclassifications from accumulated other comprehensive income to net earnings | 1,394 |
Net current period other comprehensive income (loss) | (6,176) |
Ending balance, September 30, 2017 | $ (14,367) |
Real Estate (Classification of
Real Estate (Classification of Investment Property Leases) (Details) | 9 Months Ended |
Sep. 30, 2017propertyoption | |
Lease classification: | |
Weighted average remaining lease term (years) | 11 years 4 months 24 days |
Number of renewal options, or more | option | 1 |
Operating | |
Lease classification: | |
Operating | 2,711 |
Direct financing | |
Lease classification: | |
Direct financing | 7 |
Building portion – direct financing/land portion – operating | |
Lease classification: | |
Building portion – direct financing/land portion – operating | 2 |
Real Estate (Summary of Real Es
Real Estate (Summary of Real Estate Subject to Operating Leases) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property Subject to or Available for Operating Lease [Line Items] | ||
Real estate subject to operating leases, gross | $ 7,038,443 | $ 6,596,537 |
Less accumulated depreciation and amortization | (846,365) | (739,098) |
Real estate subject to operating leases before work in process | 6,192,078 | 5,857,439 |
Accounted for using the operating method, net of accumulated depreciation and amortization | 6,241,667 | 5,881,496 |
Land and improvements | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Land and improvements | 2,220,519 | 2,103,185 |
Buildings and improvements | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Buildings and improvements | 4,812,663 | 4,488,787 |
Leasehold interests | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Leasehold interests | 5,261 | 4,565 |
Work in progress | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Work in progress | $ 49,589 | $ 24,057 |
Real Estate (Held for Sale) (De
Real Estate (Held for Sale) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)property | Dec. 31, 2016USD ($)property | |
Real Estate [Abstract] | ||
Number of properties classified as held for sale | property | 3 | 17 |
Number of properties sold | property | 14 | |
Land and improvements | $ 1,310 | $ 12,736 |
Building and improvements | 1,975 | 14,266 |
Real estate held-for-sale | 3,285 | 27,002 |
Less accumulated depreciation and amortization | (862) | (3,368) |
Real estate held for sale | $ 2,423 | $ 23,634 |
Real Estate (Dispositions) (Det
Real Estate (Dispositions) (Details) - Assets Held-for-sale $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($)property | Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($)property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of sold properties - gain on disposition of real estate | property | 6 | 7 | 31 | 24 |
Gain on disposition of real estate | $ | $ 3,185 | $ 4,505 | $ 20,864 | $ 22,558 |
Real Estate (Commitments) (Deta
Real Estate (Commitments) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)property | |
Real Estate [Abstract] | |
Number of properties | property | 26 |
Period for improvements to construction commitments | 12 months |
Total commitment | $ 175,821 |
Amount funded | 89,243 |
Remaining commitment | $ 86,578 |
Real Estate (Impairments) (Deta
Real Estate (Impairments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Real Estate [Abstract] | ||||
Impairment losses – real estate and other charges, net of recoveries | $ 78 | $ 4,917 | $ 1,245 | $ 7,680 |
Line of Credit Payable (Details
Line of Credit Payable (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Line of Credit Facility [Line Items] | |
Revolving credit facility borrowing capacity | $ 650,000,000 |
Revolving credit facility weighted average outstanding balance | $ 100,545,000 |
Revolving credit facility weighted average interest rate | 2.10% |
Option to increase facility size | $ 1,000,000,000 |
Line of credit payable | 0 |
Line of credit facility available for future borrowings | 650,000,000 |
Letter of Credit | |
Line of Credit Facility [Line Items] | |
Line of credit facility, undrawn letters of credit | $ 230,000 |
Line of Credit | LIBOR | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.925% |
Notes Payable (Details)
Notes Payable (Details) | 1 Months Ended |
Sep. 30, 2017USD ($)derivative | |
Debt Instrument [Line Items] | |
Number of interest rate derivatives held | derivative | 2 |
Derivative, notional amount | $ 250,000,000 |
Derivative liability at fair value | 7,690,000 |
Notes Payable Issues September 2017 | |
Debt Instrument [Line Items] | |
Face amount | $ 400,000,000 |
Interest rate, stated percentage | 3.50% |
Notes payable net price at issuance | $ 398,372,000 |
Unamortized discount | $ 1,628,000 |
Interest rate, effective percentage | 3.548% |
Proceeds from Issuance of Senior Long-term Debt | $ 394,722,000 |
Debt costs | 3,650,000 |
Other Comprehensive Income (Loss) | |
Debt Instrument [Line Items] | |
Derivative liability at fair value | $ 7,688,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Feb. 28, 2015 | |
Class of Stock [Line Items] | |||||||
Total allowable shares (in shares) | 375,000,000 | 375,000,000 | 375,000,000 | ||||
Net proceeds | $ 174,499 | $ 277,076 | |||||
Total shares issued (in shares) | 151,627,386 | 151,627,386 | 147,149,945 | ||||
Stock issuance costs | $ 2,618 | 4,266 | |||||
Common stock dividends | $ 70,670 | $ 66,676 | $ 205,110 | $ 190,277 | |||
Common stock per share (in dollars per share) | $ 0.475 | $ 0.455 | $ 1.385 | $ 1.325 | |||
Subsequent Event | |||||||
Class of Stock [Line Items] | |||||||
Common stock, dividends, per share, declared (in dollars per share) | $ 0.475 | ||||||
Series D Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Dividends | $ 0 | $ 4,762 | $ 3,598 | $ 14,285 | |||
Per depository share (in dollars per share) | $ 0 | $ 0.414063 | $ 0.3128472 | $ 1.242188 | |||
Series E Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Dividends | $ 4,097 | $ 4,097 | $ 12,291 | $ 12,291 | |||
Per depository share (in dollars per share) | $ 0.356250 | $ 0.356250 | $ 1.068750 | $ 1.068750 | |||
Series F Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Dividends | $ 4,485 | $ 0 | $ 13,455 | $ 0 | |||
Per depository share (in dollars per share) | $ 0.325 | $ 0 | $ 0.975 | $ 0 | |||
DRIP | |||||||
Class of Stock [Line Items] | |||||||
Total allowable shares (in shares) | 16,000,000 | ||||||
Shares of common stock (in shares) | 135,721 | 164,640 | |||||
Net proceeds | $ 5,469 | $ 7,376 | |||||
2016 ATM | |||||||
Class of Stock [Line Items] | |||||||
Total allowable shares (in shares) | 12,000,000 | 12,000,000 | |||||
Total shares issued (in shares) | 8,192,542 | 8,192,542 | |||||
2015 ATM | |||||||
Class of Stock [Line Items] | |||||||
Total allowable shares (in shares) | 10,000,000 | 10,000,000 | |||||
Total shares issued (in shares) | 9,852,465 | 9,852,465 | |||||
ATM Equity Programs | |||||||
Class of Stock [Line Items] | |||||||
Shares of common stock (in shares) | 3,969,252 | 5,716,222 | |||||
Average price per share (net) (in dollars per share) | $ 42 | $ 46.48 | |||||
Net proceeds | $ 166,698 | $ 265,696 | |||||
Stock issuance costs | $ 2,563 | $ 4,266 |
Derivatives (Details)
Derivatives (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2017USD ($)instrument | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)instrument | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)instrument | Oct. 31, 2015USD ($)instrument | May 31, 2014USD ($)instrument | Apr. 30, 2013USD ($)instrument | Jun. 30, 2011USD ($)instrument | Sep. 30, 2007USD ($)instrument | |
Derivative [Line Items] | ||||||||||
Aggregate Notional Amount | $ 250,000,000 | $ 250,000,000 | ||||||||
Liability (Asset) Fair Value When Terminated | 7,690,000 | 7,690,000 | ||||||||
Fair value of interest rate hedges recognized in other comprehensive income | 15,193,000 | 15,193,000 | ||||||||
Interest expense | 28,204,000 | $ 24,257,000 | 82,092,000 | $ 71,923,000 | ||||||
Interest rate hedges gain (loss) to be reclassified into interest expense over next 12 months | $ (2,131,000) | $ (2,131,000) | ||||||||
Treasury Lock | ||||||||||
Derivative [Line Items] | ||||||||||
Number of interest rate derivatives terminated | instrument | 2 | 2 | ||||||||
Aggregate Notional Amount | $ 150,000,000 | $ 100,000,000 | ||||||||
Liability (Asset) Fair Value When Terminated | 5,300,000 | 3,260,000 | ||||||||
Fair Value Deferred In Other Comprehensive Income | $ 5,218,000 | $ 3,228,000 | ||||||||
Forward Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Number of interest rate derivatives terminated | instrument | 2 | 2 | 2 | 4 | 3 | 4 | ||||
Aggregate Notional Amount | $ 250,000,000 | $ 250,000,000 | $ 180,000,000 | $ 300,000,000 | $ 225,000,000 | $ 240,000,000 | ||||
Liability (Asset) Fair Value When Terminated | 7,690,000 | 7,690,000 | 13,369,000 | 6,312,000 | 3,156,000 | |||||
Liability (Asset) Fair Value When Terminated | (13,352,000) | |||||||||
Fair Value Deferred In Other Comprehensive Income | $ 7,688,000 | 7,688,000 | $ (13,345,000) | $ 13,369,000 | $ 6,312,000 | $ 3,141,000 | ||||
Reclassification out of Accumulated Other Comprehensive Income | ||||||||||
Derivative [Line Items] | ||||||||||
Interest expense | $ 1,394,000 | $ 2,122,000 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Financial Instruments, Owned, at Fair Value [Abstract] | ||
Fair value of notes payable | $ 2,765,998 | $ 2,367,102 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2017 | Sep. 30, 2017 | |
Subsequent Event [Line Items] | ||
Revolving credit facility borrowing capacity | $ 650,000,000 | |
Option to increase facility size | $ 1,000,000,000 | |
Line of Credit | LIBOR | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 0.925% | |
Amended Credit Facility | Line of Credit | ||
Subsequent Event [Line Items] | ||
Revolving credit facility borrowing capacity | $ 650,000,000 | |
Amended Credit Facility | Line of Credit | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Revolving credit facility borrowing capacity | $ 900,000,000 | |
Option to increase facility size | $ 1,600,000,000 | |
Amended Credit Facility | Line of Credit | LIBOR | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 0.875% | |
Notes Payable Due October 2017 | Line of Credit | ||
Subsequent Event [Line Items] | ||
Interest rate, stated percentage | 6.875% | |
Notes Payable Due October 2017 | Line of Credit | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Repayments of notes payable | $ 250,000,000 |