Maryland
|
56-1431377
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of exchange on which registered
|
Common Stock, $0.01 par value
|
NNN
|
New York Stock Exchange
|
Depositary Shares, each representing one-hundredth of a share of 5.200% Series F Preferred Stock, $0.01 par value
|
NNN/PF
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
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.
|
||
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
|
|||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Real estate portfolio:
|
|
|
|
||||
Accounted for using the operating method, net of accumulated depreciation and amortization
|
$
|
7,285,236
|
|
|
$
|
7,286,217
|
|
Accounted for using the direct financing method
|
4,143
|
|
|
4,204
|
|
||
Real estate held for sale
|
4,498
|
|
|
10,818
|
|
||
Cash and cash equivalents
|
217,383
|
|
|
1,112
|
|
||
Receivables, net of allowance of $506
|
4,214
|
|
|
2,874
|
|
||
Accrued rental income, net of allowance of $1,842
|
28,592
|
|
|
28,897
|
|
||
Debt costs, net of accumulated amortization of $15,939 and $15,574, respectively
|
2,461
|
|
|
2,783
|
|
||
Other assets
|
100,523
|
|
|
97,962
|
|
||
Total assets
|
$
|
7,647,050
|
|
|
$
|
7,434,867
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Line of credit payable
|
$
|
—
|
|
|
$
|
133,600
|
|
Mortgages payable, including unamortized premium and net of unamortized debt costs
|
11,895
|
|
|
12,059
|
|
||
Notes payable, net of unamortized discount and unamortized debt costs
|
3,206,563
|
|
|
2,842,698
|
|
||
Accrued interest payable
|
41,698
|
|
|
18,250
|
|
||
Other liabilities
|
85,959
|
|
|
96,578
|
|
||
Total liabilities
|
3,346,115
|
|
|
3,103,185
|
|
||
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value. Authorized 15,000,000 shares
|
|
|
|
||||
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; 171,963,354 and 171,694,209 shares issued and outstanding, respectively
|
1,721
|
|
|
1,718
|
|
||
Capital in excess of par value
|
4,499,255
|
|
|
4,495,314
|
|
||
Accumulated deficit
|
(526,684
|
)
|
|
(499,229
|
)
|
||
Accumulated other comprehensive income (loss)
|
(18,362
|
)
|
|
(11,128
|
)
|
||
Total stockholders’ equity of NNN
|
4,300,930
|
|
|
4,331,675
|
|
||
Noncontrolling interests
|
5
|
|
|
7
|
|
||
Total equity
|
4,300,935
|
|
|
4,331,682
|
|
||
Total liabilities and equity
|
$
|
7,647,050
|
|
|
$
|
7,434,867
|
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Rental income
|
$
|
174,547
|
|
|
$
|
163,026
|
|
Interest and other income from real estate transactions
|
516
|
|
|
686
|
|
||
|
175,063
|
|
|
163,712
|
|
||
Operating expenses:
|
|
|
|
||||
General and administrative
|
10,100
|
|
|
9,521
|
|
||
Real estate
|
7,635
|
|
|
7,093
|
|
||
Depreciation and amortization
|
49,188
|
|
|
46,180
|
|
||
Leasing transaction costs
|
36
|
|
|
52
|
|
||
Impairment losses – real estate, net of recoveries
|
5,513
|
|
|
3,245
|
|
||
|
72,472
|
|
|
66,091
|
|
||
Gain on disposition of real estate
|
12,770
|
|
|
10,445
|
|
||
Earnings from operations
|
115,361
|
|
|
108,066
|
|
||
Other expenses (revenues):
|
|
|
|
||||
Interest and other income
|
(164
|
)
|
|
(1,924
|
)
|
||
Interest expense
|
33,670
|
|
|
29,957
|
|
||
Loss on early extinguishment of debt
|
16,679
|
|
|
—
|
|
||
|
50,185
|
|
|
28,033
|
|
||
Net earnings
|
65,176
|
|
|
80,033
|
|
||
Earnings attributable to noncontrolling interests
|
2
|
|
|
(10
|
)
|
||
Net earnings attributable to NNN
|
65,178
|
|
|
80,023
|
|
||
Series E preferred stock dividends
|
—
|
|
|
(4,097
|
)
|
||
Series F preferred stock dividends
|
(4,485
|
)
|
|
(4,485
|
)
|
||
Net earnings attributable to common stockholders
|
$
|
60,693
|
|
|
$
|
71,441
|
|
Net earnings per share of common stock:
|
|
|
|
||||
Basic
|
$
|
0.35
|
|
|
$
|
0.44
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
0.44
|
|
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic
|
171,039,017
|
|
|
161,105,315
|
|
||
Diluted
|
171,231,828
|
|
|
161,614,074
|
|
||
Other comprehensive income:
|
|
|
|
||||
Net earnings attributable to NNN
|
$
|
65,178
|
|
|
$
|
80,023
|
|
Amortization of interest rate hedges
|
383
|
|
|
323
|
|
||
Fair value of forward starting swaps
|
(7,617
|
)
|
|
—
|
|
||
Valuation adjustments – available-for-sale securities
|
—
|
|
|
116
|
|
||
Realized gain – available-for-sale securities
|
—
|
|
|
(1,331
|
)
|
||
Comprehensive income attributable to NNN
|
$
|
57,944
|
|
|
$
|
79,131
|
|
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Quarter Ended March 31, 2020
(dollars in thousands, except per share data)
|
|||||||||||||||||||||||||||||||
|
Series F
Preferred Stock |
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings (Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
Balances at December 31, 2019
|
$
|
345,000
|
|
|
$
|
1,718
|
|
|
$
|
4,495,314
|
|
|
$
|
(499,229
|
)
|
|
$
|
(11,128
|
)
|
|
$
|
4,331,675
|
|
|
$
|
7
|
|
|
$
|
4,331,682
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
65,178
|
|
|
—
|
|
|
65,178
|
|
|
(2
|
)
|
|
65,176
|
|
||||||||
Dividends declared and paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
$0.325 per depositary share of Series F preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,485
|
)
|
|
—
|
|
|
(4,485
|
)
|
|
—
|
|
|
(4,485
|
)
|
||||||||
$0.515 per share of common stock
|
—
|
|
|
—
|
|
|
620
|
|
|
(88,148
|
)
|
|
—
|
|
|
(87,528
|
)
|
|
—
|
|
|
(87,528
|
)
|
||||||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
6,112 shares – director compensation
|
—
|
|
|
—
|
|
|
298
|
|
|
—
|
|
|
—
|
|
|
298
|
|
|
—
|
|
|
298
|
|
||||||||
1,477 shares – stock purchase plan
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
76
|
|
||||||||
253,406 restricted shares – net of forfeitures
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
2,950
|
|
|
—
|
|
|
—
|
|
|
2,950
|
|
|
—
|
|
|
2,950
|
|
||||||||
Amortization of interest rate hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
383
|
|
|
383
|
|
|
—
|
|
|
383
|
|
||||||||
Fair value of forward starting swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,617
|
)
|
|
(7,617
|
)
|
|
—
|
|
|
(7,617
|
)
|
||||||||
Balances at March 31, 2020
|
$
|
345,000
|
|
|
$
|
1,721
|
|
|
$
|
4,499,255
|
|
|
$
|
(526,684
|
)
|
|
$
|
(18,362
|
)
|
|
$
|
4,300,930
|
|
|
$
|
5
|
|
|
$
|
4,300,935
|
|
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Quarter Ended March 31, 2019
(dollars in thousands, except per share data)
|
|||||||||||||||||||||||||||||||||||
|
Series E
Preferred
Stock
|
|
Series F
Preferred Stock |
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings (Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||||
Balances at December 31, 2018
|
$
|
287,500
|
|
|
$
|
345,000
|
|
|
$
|
1,616
|
|
|
$
|
3,950,055
|
|
|
$
|
(424,225
|
)
|
|
$
|
(5,696
|
)
|
|
$
|
4,154,250
|
|
|
$
|
355
|
|
|
$
|
4,154,605
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,023
|
|
|
—
|
|
|
80,023
|
|
|
10
|
|
|
80,033
|
|
|||||||||
Dividends declared and paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
$0.356250 per depositary share of Series E preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,097
|
)
|
|
—
|
|
|
(4,097
|
)
|
|
—
|
|
|
(4,097
|
)
|
|||||||||
$0.32500 per depositary share of Series F preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,485
|
)
|
|
—
|
|
|
(4,485
|
)
|
|
—
|
|
|
(4,485
|
)
|
|||||||||
$0.50 per share of common stock
|
—
|
|
|
—
|
|
|
1
|
|
|
5,159
|
|
|
(80,566
|
)
|
|
—
|
|
|
(75,406
|
)
|
|
—
|
|
|
(75,406
|
)
|
|||||||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
8,007 shares – director compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
322
|
|
|||||||||
2,324 shares – stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
|||||||||
259,650 restricted shares – net of forfeitures
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,225
|
|
|
—
|
|
|
—
|
|
|
2,225
|
|
|
—
|
|
|
2,225
|
|
|||||||||
Amortization of interest rate hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|
323
|
|
|
—
|
|
|
323
|
|
|||||||||
Valuation adjustments – available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
116
|
|
|
—
|
|
|
116
|
|
|||||||||
Realized gain – available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,331
|
)
|
|
(1,331
|
)
|
|
—
|
|
|
(1,331
|
)
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
505
|
|
|
—
|
|
|
505
|
|
|
—
|
|
|
505
|
|
|||||||||
Balances at March 31, 2019
|
$
|
287,500
|
|
|
$
|
345,000
|
|
|
$
|
1,620
|
|
|
$
|
3,957,835
|
|
|
$
|
(432,845
|
)
|
|
$
|
(6,588
|
)
|
|
$
|
4,152,522
|
|
|
$
|
365
|
|
|
$
|
4,152,887
|
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
65,176
|
|
|
$
|
80,033
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
49,188
|
|
|
46,180
|
|
||
Impairment losses – real estate, net of recoveries
|
5,513
|
|
|
3,245
|
|
||
Loss on early extinguishment of debt
|
16,679
|
|
|
—
|
|
||
Amortization of notes payable discount
|
1,897
|
|
|
425
|
|
||
Amortization of debt costs
|
1,816
|
|
|
920
|
|
||
Amortization of mortgages payable premium
|
(21
|
)
|
|
(21
|
)
|
||
Amortization of interest rate hedges
|
383
|
|
|
323
|
|
||
Settlement of forward starting swaps
|
(13,141
|
)
|
|
—
|
|
||
Gain on disposition of real estate
|
(12,770
|
)
|
|
(10,445
|
)
|
||
Performance incentive plan expense
|
3,078
|
|
|
2,787
|
|
||
Performance incentive plan payment
|
(846
|
)
|
|
(775
|
)
|
||
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
|
61
|
|
|
172
|
|
||
Decrease (increase) in receivables
|
(1,340
|
)
|
|
887
|
|
||
Increase in accrued rental income
|
(61
|
)
|
|
(747
|
)
|
||
Decrease (increase) in other assets
|
183
|
|
|
(12
|
)
|
||
Increase in accrued interest payable
|
23,448
|
|
|
27,937
|
|
||
Decrease in other liabilities
|
(11,299
|
)
|
|
(7,315
|
)
|
||
Other
|
140
|
|
|
(218
|
)
|
||
Net cash provided by operating activities
|
128,084
|
|
|
143,376
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from the disposition of real estate
|
33,384
|
|
|
16,909
|
|
||
Additions to real estate:
|
|
|
|
||||
Accounted for using the operating method
|
(64,197
|
)
|
|
(112,130
|
)
|
||
Principal payments received on mortgages and notes receivable
|
100
|
|
|
—
|
|
||
Other
|
59
|
|
|
2,191
|
|
||
Net cash used in investing activities
|
(30,654
|
)
|
|
(93,030
|
)
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from line of credit payable
|
$
|
311,000
|
|
|
$
|
—
|
|
Repayment of line of credit payable
|
(444,600
|
)
|
|
—
|
|
||
Repayment of mortgages payable
|
(147
|
)
|
|
(141
|
)
|
||
Proceeds from notes payable
|
692,646
|
|
|
—
|
|
||
Repayment of notes payable
|
(325,000
|
)
|
|
—
|
|
||
Payment for early extinguishment of debt
|
(16,679
|
)
|
|
—
|
|
||
Payment of debt issuance costs
|
(6,397
|
)
|
|
(40
|
)
|
||
Proceeds from issuance of common stock
|
696
|
|
|
5,279
|
|
||
Stock issuance costs
|
(45
|
)
|
|
(42
|
)
|
||
Payment of Series E preferred stock dividends
|
—
|
|
|
(4,097
|
)
|
||
Payment of Series F preferred stock dividends
|
(4,485
|
)
|
|
(4,485
|
)
|
||
Payment of common stock dividends
|
(88,148
|
)
|
|
(80,566
|
)
|
||
Net cash provided by (used in) financing activities
|
118,841
|
|
|
(84,092
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
216,271
|
|
|
(33,746
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period(1)
|
1,112
|
|
|
114,267
|
|
||
Cash, cash equivalents and restricted cash at end of period(1)
|
$
|
217,383
|
|
|
$
|
80,521
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid, net of amount capitalized
|
$
|
6,613
|
|
|
$
|
499
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
||||
Decrease in other comprehensive income
|
$
|
7,234
|
|
|
$
|
892
|
|
Right-of-use assets recorded in connection with lease liabilities
|
$
|
—
|
|
|
$
|
7,735
|
|
Work in progress accrual balance
|
$
|
24,579
|
|
|
$
|
21,670
|
|
Mortgage receivable accepted in connection with real estate transactions
|
$
|
3,000
|
|
|
$
|
3,100
|
|
|
March 31, 2020
|
|
Property Portfolio:
|
|
|
Total properties
|
3,125
|
|
Gross leasable area (square feet)
|
32,500,000
|
|
States
|
48
|
|
Weighted average remaining lease term (years)
|
11.1
|
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Basic and Diluted Earnings:
|
|
|
|
||||
Net earnings attributable to NNN
|
$
|
65,178
|
|
|
$
|
80,023
|
|
Less: Series E preferred stock dividends
|
—
|
|
|
(4,097
|
)
|
||
Less: Series F preferred stock dividends
|
(4,485
|
)
|
|
(4,485
|
)
|
||
Net earnings available to NNN’s common stockholders
|
60,693
|
|
|
71,441
|
|
||
Less: Earnings allocated to unvested restricted shares
|
(160
|
)
|
|
(116
|
)
|
||
Net earnings used in basic and diluted earnings per share
|
$
|
60,533
|
|
|
$
|
71,325
|
|
|
|
|
|
||||
Basic and Diluted Weighted Average Shares Outstanding:
|
|
|
|
||||
Weighted average number of shares outstanding
|
171,827,815
|
|
|
161,785,877
|
|
||
Less: Unvested restricted stock
|
(311,553
|
)
|
|
(232,795
|
)
|
||
Less: Unvested contingent restricted shares
|
(477,245
|
)
|
|
(447,767
|
)
|
||
Weighted average number of shares outstanding used in basic earnings per share
|
171,039,017
|
|
|
161,105,315
|
|
||
Other dilutive securities
|
192,811
|
|
|
508,759
|
|
||
Weighted average number of shares outstanding used in diluted earnings per share
|
171,231,828
|
|
|
161,614,074
|
|
•
|
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
|
•
|
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.
|
|
Gain or Loss on Cash Flow Hedges (1)
|
|
||
Beginning balance, December 31, 2019
|
$
|
(11,128
|
)
|
|
|
|
|
||
Other comprehensive income
|
(7,617
|
)
|
|
|
Reclassifications from accumulated other comprehensive income to net earnings
|
383
|
|
(2)
|
|
Net current period other comprehensive income (loss)
|
(7,234
|
)
|
|
|
Ending balance, March 31, 2020
|
$
|
(18,362
|
)
|
|
|
March 31, 2020
|
|
Lease classification:
|
|
|
Operating
|
3,141
|
|
Direct financing
|
6
|
|
Weighted average remaining lease term (years)
|
11.1
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Land and improvements(1)
|
$
|
2,489,398
|
|
|
$
|
2,490,959
|
|
Buildings and improvements
|
5,943,971
|
|
|
5,913,799
|
|
||
Leasehold interests
|
355
|
|
|
355
|
|
||
|
8,433,724
|
|
|
8,405,113
|
|
||
Less accumulated depreciation and amortization
|
(1,187,925
|
)
|
|
(1,146,334
|
)
|
||
|
7,245,799
|
|
|
7,258,779
|
|
||
Work in progress for buildings and improvements
|
39,437
|
|
|
27,438
|
|
||
|
$
|
7,285,236
|
|
|
$
|
7,286,217
|
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Rental income from operating leases
|
$
|
168,733
|
|
|
$
|
158,398
|
|
Earned income from direct financing leases
|
164
|
|
|
213
|
|
||
Percentage rent
|
403
|
|
|
422
|
|
||
Real estate expense reimbursement from tenants
|
5,247
|
|
|
3,993
|
|
||
|
$
|
174,547
|
|
|
$
|
163,026
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Intangible lease assets (included in other assets):
|
|
|
|
|
||||
Above-market in-place leases
|
|
$
|
15,845
|
|
|
$
|
15,754
|
|
Less: accumulated amortization
|
|
(10,090
|
)
|
|
(9,897
|
)
|
||
Above-market in-place leases, net
|
|
$
|
5,755
|
|
|
$
|
5,857
|
|
|
|
|
|
|
||||
In-place leases
|
|
$
|
121,674
|
|
|
$
|
119,846
|
|
Less: accumulated amortization
|
|
(66,048
|
)
|
|
(64,918
|
)
|
||
In-place leases, net
|
|
$
|
55,626
|
|
|
$
|
54,928
|
|
|
|
|
|
|
||||
Intangible lease liabilities (included in other liabilities):
|
|
|
|
|
||||
Below-market in-place leases
|
|
$
|
42,633
|
|
|
$
|
41,767
|
|
Less: accumulated amortization
|
|
(26,351
|
)
|
|
(26,135
|
)
|
||
Below-market in-place leases, net
|
|
$
|
16,282
|
|
|
$
|
15,632
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Land and improvements
|
$
|
3,817
|
|
|
$
|
7,022
|
|
Building and improvements
|
7,972
|
|
|
10,888
|
|
||
|
11,789
|
|
|
17,910
|
|
||
Less accumulated depreciation and amortization
|
(3,953
|
)
|
|
(5,334
|
)
|
||
Less impairment
|
(3,338
|
)
|
|
(1,758
|
)
|
||
|
$
|
4,498
|
|
|
$
|
10,818
|
|
|
Quarter Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
||||||||
# of Sold
Properties
|
|
Net Gain
|
|
# of Sold
Properties
|
|
Net Gain
|
|||||
Net gain on disposition of real estate
|
14
|
|
$
|
12,770
|
|
|
17
|
|
$
|
10,445
|
|
Total commitment(1)
|
$
|
74,525
|
|
Less amount funded
|
56,055
|
|
|
Remaining commitment
|
$
|
18,470
|
|
(1) Includes land, construction costs, tenant improvements, lease costs and
capitalized interest.
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Shares of common stock
|
12,528
|
|
|
101,180
|
|
||
Net proceeds
|
$
|
696
|
|
|
$
|
5,279
|
|
|
2018 ATM
|
|
Established date
|
February 2018
|
|
Termination date
|
February 2021
|
|
Total allowable shares
|
12,000,000
|
|
Total shares issued as of March 31, 2020
|
9,722,185
|
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Series E preferred stock(1):
|
|
|
|
||||
Dividends
|
$
|
—
|
|
|
$
|
4,097
|
|
Per depositary share
|
—
|
|
|
0.356250
|
|
||
|
|
|
|
||||
Series F preferred stock(2):
|
|
|
|
||||
Dividends
|
4,485
|
|
|
4,485
|
|
||
Per depositary share
|
0.325000
|
|
|
0.325000
|
|
||
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Dividends
|
88,148
|
|
|
80,566
|
|
||
Per share
|
0.515
|
|
|
0.500
|
|
Notes Payable
|
Terminated
|
Description
|
Aggregate Notional Amount
|
Liability (Asset) Fair Value When Terminated
|
Fair Value Deferred In Other Comprehensive Income (1)
|
||||||
2023
|
April 2013
|
Four forward starting swaps
|
$
|
240,000
|
|
$
|
3,156
|
|
$
|
3,141
|
|
2024
|
May 2014
|
Three forward starting swaps
|
225,000
|
|
6,312
|
|
6,312
|
|
|||
2025
|
October 2015
|
Four forward starting swaps
|
300,000
|
|
13,369
|
|
13,369
|
|
|||
2026
|
December 2016
|
Two forward starting swaps
|
180,000
|
|
(13,352
|
)
|
(13,345
|
)
|
|||
2027
|
September 2017
|
Two forward starting swaps
|
250,000
|
|
7,690
|
|
7,688
|
|
|||
2028
|
September 2018
|
Two forward starting swaps
|
250,000
|
|
(4,080
|
)
|
(4,080
|
)
|
|||
2030
|
March 2020
|
Three forward starting swaps
|
200,000
|
|
13,141
|
|
13,141
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Changes in financial and economic conditions may have an adverse impact on NNN, its tenants, and commercial real estate in general;
|
•
|
Loss of rent from tenants would reduce NNN's cash flow;
|
•
|
A significant portion of NNN's annual base rent is concentrated in specific industry classifications, tenants and geographic locations;
|
•
|
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;
|
•
|
Certain provisions of NNN's leases or loan agreements may be unenforceable;
|
•
|
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;
|
•
|
NNN's ability to fully control the management of its net-leased properties may be limited;
|
•
|
Vacant properties or bankrupt tenants could adversely affect NNN's business or financial condition;
|
•
|
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;
|
•
|
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;
|
•
|
Future investment in international markets could subject NNN to additional risks.
|
•
|
NNN may suffer a loss in the event of a default of or bankruptcy of a tenant or a borrower;
|
•
|
Property ownership through joint ventures and partnerships could limit NNN's control of those investments;
|
•
|
Acts of violence, terrorist attacks or war may affect the markets in which NNN operates and NNN's results of operations;
|
•
|
Changes in accounting pronouncements could adversely impact NNN's or NNN's tenants' reported financial performance;
|
•
|
NNN may be unable to obtain debt or equity capital on favorable terms, if at all;
|
•
|
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 ability to pay dividends in the future is subject to many factors;
|
•
|
The phase-out of LIBOR could affect interest rates under NNN's variable rate debt;
|
•
|
Owning real estate and indirect interests in real estate carries inherent risks;
|
•
|
NNN's real estate investments are illiquid;
|
•
|
NNN may be subject to known or unknown environmental liabilities and hazardous materials on Properties owned by NNN;
|
•
|
The cost of complying with changes in governmental laws and regulations may adversely affect NNN's results of operations;
|
•
|
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;
|
•
|
The share ownership restrictions of the Internal Revenue Code for REITs and the 9.8% share ownership limit in NNN's charter may inhibit market activity in NNN's shares of stock and restrict NNN's business combination opportunities;
|
•
|
Non-compliance with Title III of the Americans with Disabilities Act of 1990 could have an adverse effect on NNN's business and operating results; and
|
•
|
An epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the above-mentioned risks, and may significantly disrupt or prevent NNN from operating its business in the ordinary course for an extended period.
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|||
Properties Owned:
|
|
|
|
|
|
|||
Number
|
3,125
|
|
|
3,118
|
|
|
2,984
|
|
Total gross leasable area (square feet)
|
32,500,000
|
|
|
32,460,000
|
|
|
30,698,000
|
|
Properties:
|
|
|
|
|
|
|||
Leased and unimproved land
|
3,088
|
|
|
3,086
|
|
|
2,931
|
|
Percent of Properties – leased and unimproved land
|
99
|
%
|
|
99
|
%
|
|
98
|
%
|
Weighted average remaining lease term (years)
|
11.1
|
|
|
11.2
|
|
|
11.4
|
|
Total gross leasable area (square feet) – leased
|
31,910,000
|
|
|
31,818,000
|
|
|
29,618,000
|
|
|
|
|
|
% of Annual Base Rent (1)
|
|||||||
|
|
Lines of Trade
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|||
1.
|
|
Convenience stores
|
|
18.1
|
%
|
|
18.2
|
%
|
|
17.8
|
%
|
2.
|
|
Restaurants – full service
|
|
11.0
|
%
|
|
11.1
|
%
|
|
11.3
|
%
|
3.
|
|
Automotive service
|
|
9.9
|
%
|
|
9.6
|
%
|
|
8.9
|
%
|
4.
|
|
Restaurants – limited service
|
|
8.7
|
%
|
|
8.8
|
%
|
|
9.0
|
%
|
5.
|
|
Family entertainment centers
|
|
6.7
|
%
|
|
6.7
|
%
|
|
7.1
|
%
|
6.
|
|
Health and fitness
|
|
5.2
|
%
|
|
5.2
|
%
|
|
5.5
|
%
|
7.
|
|
Theaters
|
|
4.7
|
%
|
|
4.7
|
%
|
|
4.9
|
%
|
8.
|
|
Recreational vehicle dealers, parts and accessories
|
|
3.4
|
%
|
|
3.4
|
%
|
|
3.5
|
%
|
9.
|
|
Automotive parts
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.4
|
%
|
10.
|
|
Equipment rental
|
|
2.6
|
%
|
|
2.6
|
%
|
|
1.9
|
%
|
|
|
Other
|
|
26.6
|
%
|
|
26.6
|
%
|
|
26.7
|
%
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Acquisitions:
|
|
|
|
||||
Number of Properties
|
21
|
|
|
33
|
|
||
Gross leasable area (square feet)
|
217,000
|
|
|
434,000
|
|
||
Initial cash yield
|
6.9
|
%
|
|
7.0
|
%
|
||
Total dollars invested(1)
|
$
|
67,197
|
|
|
$
|
116,952
|
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Number of properties
|
14
|
|
|
17
|
|
||
Gross leasable area (square feet)
|
176,000
|
|
|
180,000
|
|
||
Net sales proceeds
|
$
|
36,266
|
|
|
$
|
19,389
|
|
Net gain
|
$
|
12,770
|
|
|
$
|
10,445
|
|
|
Quarter Ended March 31,
|
||||||||
|
|
|
Percent
Increase (Decrease) |
||||||
|
2020
|
|
2019
|
|
|||||
Rental Revenues(1)
|
$
|
169,300
|
|
|
$
|
159,033
|
|
|
6.5%
|
Real estate expense reimbursement from tenants
|
5,247
|
|
|
3,993
|
|
|
31.4%
|
||
Rental income
|
174,547
|
|
|
163,026
|
|
|
7.1%
|
||
Interest and other income from real estate transactions
|
516
|
|
|
686
|
|
|
(24.8%)
|
||
Total revenues
|
$
|
175,063
|
|
|
$
|
163,712
|
|
|
6.9%
|
(1)
|
Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Revenues").
|
|
Quarter Ended March 31,
|
||||||||
|
|
|
|
|
Percent Increase (Decrease)
|
||||
|
2020
|
|
2019
|
|
|||||
General and administrative
|
$
|
10,100
|
|
|
$
|
9,521
|
|
|
6.1%
|
Real estate
|
7,635
|
|
|
7,093
|
|
|
7.6%
|
||
Depreciation and amortization
|
49,188
|
|
|
46,180
|
|
|
6.5%
|
||
Leasing transaction costs
|
36
|
|
|
52
|
|
|
(30.8)%
|
||
Impairment losses – real estate, net of recoveries
|
5,513
|
|
|
3,245
|
|
|
69.9%
|
||
Total operating expenses
|
$
|
72,472
|
|
|
$
|
66,091
|
|
|
9.7%
|
|
|
|
|
|
|
||||
Interest and other income
|
$
|
(164
|
)
|
|
$
|
(1,924
|
)
|
|
(91.5)%
|
Interest expense
|
33,670
|
|
|
29,957
|
|
|
12.4%
|
||
Loss on early extinguishment of debt
|
16,679
|
|
|
—
|
|
|
N/C
|
||
Total other expenses
|
$
|
50,185
|
|
|
$
|
28,033
|
|
|
79.0%
|
As a percentage of total revenues:
|
|
|
|
|
|
||
General and administrative
|
5.8
|
%
|
|
5.8
|
%
|
|
|
Real estate
|
4.4
|
%
|
|
4.3
|
%
|
|
|
Transaction
|
|
Effective Date
|
|
Principal
|
|
Stated Interest Rate
|
|
Original Maturity
|
|||
Issuance 2030 Notes
|
|
March 2020
|
|
$
|
400,000
|
|
|
2.500
|
%
|
|
April 2030
|
Issuance 2050 Notes
|
|
March 2020
|
|
300,000
|
|
|
3.100
|
%
|
|
April 2050
|
|
Redemption 2022 Notes
|
|
March 2020
|
|
(325,000
|
)
|
|
3.800
|
%
|
|
October 2022
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash and cash equivalents:
|
|
|
|
||||
Provided by operating activities
|
$
|
128,084
|
|
|
$
|
143,376
|
|
Used in investing activities
|
(30,654
|
)
|
|
(93,030
|
)
|
||
Provided by (used in) financing activities
|
118,841
|
|
|
(84,092
|
)
|
||
Increase (decrease)
|
216,271
|
|
|
(33,746
|
)
|
||
Net cash at beginning of period
|
1,112
|
|
|
114,267
|
|
||
Net cash at end of period
|
$
|
217,383
|
|
|
$
|
80,521
|
|
•
|
$395,062,000 in net proceeds from the issuance in March of the 2.500% notes payable due in April 2030,
|
•
|
$290,459,000 in net proceeds from the issuance in March of the 3.100% notes payable due in April 2050,
|
•
|
$325,000,000 payment for the early redemption of the 3.800% notes payable in March,
|
•
|
$16,679,000 payment of the make-whole amount from the early redemption of the 3.800% notes payable in March,
|
•
|
$696,000 in net proceeds from the issuance of 12,528 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"),
|
•
|
$4,485,000 in dividends paid to holders of the depositary shares of NNN's 5.200% Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock"), and
|
•
|
$88,148,000 in dividends paid to common stockholders.
|
|
Expected Maturity Date (dollars in thousands)
|
||||||||||||||||||||||||||
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Long-term debt(1)
|
$
|
3,261,690
|
|
|
$
|
449
|
|
|
$
|
630
|
|
|
$
|
664
|
|
|
$
|
359,947
|
|
|
$
|
350,000
|
|
|
$
|
2,550,000
|
|
Long-term debt – interest(2)
|
1,312,292
|
|
|
89,484
|
|
|
119,281
|
|
|
119,247
|
|
|
110,820
|
|
|
99,756
|
|
|
773,704
|
|
|||||||
Headquarters office lease
|
4,043
|
|
|
583
|
|
|
788
|
|
|
804
|
|
|
821
|
|
|
837
|
|
|
210
|
|
|||||||
Ground leases
|
8,305
|
|
|
423
|
|
|
573
|
|
|
582
|
|
|
582
|
|
|
601
|
|
|
5,544
|
|
|||||||
Total contractual cash obligations
|
$
|
4,586,330
|
|
|
$
|
90,939
|
|
|
$
|
121,272
|
|
|
$
|
121,297
|
|
|
$
|
472,170
|
|
|
$
|
451,194
|
|
|
$
|
3,329,458
|
|
(1)
|
Includes only principal amounts outstanding under mortgages payable and notes payable and excludes unamortized mortgage
|
(2)
|
Interest calculation based on stated rate of the principal amount.
|
|
March 31, 2020
|
|
Percentage
of Total
|
|
December 31, 2019
|
|
Percentage
of Total
|
||||||
Line of credit payable
|
$
|
—
|
|
|
—
|
|
|
$
|
133,600
|
|
|
4.5
|
%
|
Mortgages payable
|
11,895
|
|
|
0.4
|
%
|
|
12,059
|
|
|
0.4
|
%
|
||
Notes payable
|
3,206,563
|
|
|
99.6
|
%
|
|
2,842,698
|
|
|
95.1
|
%
|
||
Total outstanding debt
|
$
|
3,218,458
|
|
|
100.0
|
%
|
|
$
|
2,988,357
|
|
|
100.0
|
%
|
|
Quarter Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Shares of common stock
|
12,528
|
|
|
101,180
|
|
||
Net proceeds
|
$
|
696
|
|
|
$
|
5,279
|
|
|
2018 ATM
|
|
Established date
|
February 2018
|
|
Termination date
|
February 2021
|
|
Total allowable shares
|
12,000,000
|
|
Total shares issued as of March 31, 2020
|
9,722,185
|
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings. Not applicable.
|
Item 1A.
|
Risk Factors.
|
•
|
A complete or partial closure of, or other operational issues at, NNN’s Property Portfolio as a result of government or tenant action;
|
•
|
The declines in or instability of the economy or financial markets may result in a recession or negatively impact consumer discretionary spending, which could adversely affect retailers and consumers;
|
•
|
The reduction of economic activity may severely impact NNN’s tenants' business operations, financial condition, liquidity and access to capital resources and may cause one or more of NNN’s tenants to be unable to meet their obligations to NNN in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations;
|
•
|
Inability to access debt and equity capital on favorable terms, if at all, or a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect NNN’s access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, reduce NNN’s ability to make cash distributions to its stockholders and increase NNN’s future interest expense;
|
•
|
A general decline in business activity and demand for real estate transactions would adversely affect NNN’s ability to successfully execute investment strategies or expand the Property Portfolio;
|
•
|
A significant reduction in NNN’s cash flows could impact NNN’s ability to continue paying cash dividends to NNN common and preferred stockholders at expected levels or at all;
|
•
|
The financial impact of COVID-19 could negatively affect NNN’s future compliance with financial and other covenants of NNN’s credit facility and other debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such indebtedness; and
|
•
|
The potential negative impact on the health of NNN’s associates or Board of Directors, particularly if a significant number are impacted, or the impact of government actions or restrictions, including stay-at-home orders, restricting access to NNN's headquarters located in Orlando, Florida, could result in a deterioration in NNN’s ability to ensure business continuity during a disruption.
|
Item 3.
|
Defaults Upon Senior Securities. Not applicable.
|
Item 4.
|
Mine Safety Disclosures. Not applicable.
|
Item 5.
|
Other Information. Not applicable.
|
Item 6.
|
Exhibits
|
NATIONAL RETAIL PROPERTIES, INC.
|
||
|
|
|
By:
|
/s/ Julian E. Whitehurst
|
|
|
Julian E. Whitehurst
|
|
|
Chief Executive Officer, President and Director
|
|
|
|
|
By:
|
/s/ Kevin B. Habicht
|
|
|
Kevin B. Habicht
|
|
|
Chief Financial Officer, Executive Vice President and Director
|
|
1.
|
I have reviewed this report on Form 10-Q of National Retail Properties, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
May 4, 2020
|
|
|
|
/s/ Julian E. Whitehurst
|
Date
|
|
Name:
|
|
Julian E. Whitehurst
|
|
|
Title:
|
|
Chief Executive Officer and President
|
1.
|
I have reviewed this report on Form 10-Q of National Retail Properties, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
May 4, 2020
|
|
|
|
/s/ Kevin B. Habicht
|
Date
|
|
Name:
|
|
Kevin B. Habicht
|
|
|
Title:
|
|
Chief Financial Officer
|
May 4, 2020
|
|
|
|
/s/ Julian E. Whitehurst
|
Date
|
|
Name:
|
|
Julian E. Whitehurst
|
|
|
Title:
|
|
Chief Executive Officer and President
|
May 4, 2020
|
|
|
|
/s/ Kevin B. Habicht
|
Date
|
|
Name:
|
|
Kevin B. Habicht
|
|
|
Title:
|
|
Chief Financial Officer
|