UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
TABLE OF CONTENTS
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PAGE REFERENCE |
Part I – Financial Information |
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Item 1. |
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1 |
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Condensed Consolidated Statements of Income and Comprehensive Income |
2 |
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7 |
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9 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
22 |
Item 3. |
35 |
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Item 4. |
36 |
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Part II – Other Information |
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Item 1. |
37 |
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Item 1A. |
37 |
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Item 2. |
37 |
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Item 3. |
37 |
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Item 4. |
37 |
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Item 5. |
37 |
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Item 6. |
37 |
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38 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
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September 30, |
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December 31, |
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(unaudited) |
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ASSETS |
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Real estate portfolio |
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$ |
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$ |
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Cash and cash equivalents |
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Receivables, net of allowance of $ |
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Accrued rental income, net of allowance of $ |
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Debt costs, net of accumulated amortization of $ |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Liabilities: |
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Line of credit payable |
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$ |
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$ |
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Mortgages payable, including unamortized premium and net of unamortized debt costs |
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Notes payable, net of unamortized discount and unamortized debt costs |
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Accrued interest payable |
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Other liabilities |
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Total liabilities |
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Equity: |
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Stockholders’ equity: |
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Common stock, $ |
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Capital in excess of par value |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income (loss) |
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( |
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( |
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Total stockholders’ equity of NNN |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
1
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
(unaudited)
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Quarter Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenues: |
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Rental income |
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$ |
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$ |
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$ |
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$ |
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Interest and other income from real estate transactions |
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Operating expenses: |
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General and administrative |
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Real estate |
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Depreciation and amortization |
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Leasing transaction costs |
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Impairment losses – real estate, net of recoveries |
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Executive retirement costs |
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Gain on disposition of real estate |
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Earnings from operations |
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Other expenses (revenues): |
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Interest and other income |
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( |
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( |
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( |
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( |
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Interest expense |
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Loss on early extinguishment of debt |
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Net earnings |
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Loss attributable to noncontrolling interests |
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Net earnings attributable to NNN |
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Series F preferred stock dividends |
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Net earnings attributable to common stockholders |
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$ |
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$ |
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$ |
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$ |
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Net earnings per share of common stock: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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Other comprehensive income: |
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Net earnings attributable to NNN |
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$ |
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$ |
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$ |
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$ |
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Amortization of interest rate hedges |
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Fair value of forward starting swaps |
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( |
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Comprehensive income attributable to NNN |
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Comprehensive loss attributable to noncontrolling interests |
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( |
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( |
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( |
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Total comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
2
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Quarter Ended September 30, 2022
(dollars in thousands, except per share data)
(unaudited)
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Common |
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Capital in |
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Accumulated |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Balances at June 30, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
— |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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Dividends declared and paid: |
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$ |
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— |
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( |
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— |
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( |
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— |
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( |
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Issuance of common stock: |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock issuance costs |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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— |
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Amortization of interest rate hedges |
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— |
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— |
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— |
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— |
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Balances at September 30, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
— |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Quarter Ended September 30, 2021
(dollars in thousands, except per share data)
(unaudited)
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Series F |
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Common |
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Capital in |
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Accumulated |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Balances at June 30, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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( |
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Dividends declared and paid: |
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$ |
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— |
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— |
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— |
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( |
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— |
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( |
) |
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— |
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( |
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$ |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
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Issuance of common stock: |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock issuance costs |
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— |
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— |
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( |
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— |
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— |
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( |
) |
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— |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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— |
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— |
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Amortization of interest rate hedges |
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— |
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— |
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— |
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— |
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— |
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Fair value of forward starting swaps |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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— |
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( |
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Balances at September 30, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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$ |
|
See accompanying notes to condensed consolidated financial statements.
4
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Nine Months Ended September 30, 2022
(dollars in thousands, except per share data)
(unaudited)
|
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Common |
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Capital in |
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Accumulated Deficit |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Balances at December 31, 2021 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |