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Watchlist
Account
NNN REIT
NNN
#2347
Rank
$7.92 B
Marketcap
๐บ๐ธ
United States
Country
$41.70
Share price
0.11%
Change (1 day)
9.61%
Change (1 year)
๐ Real estate
๐ฐ Investment
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Annual Reports (10-K)
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NNN REIT
Annual Reports (10-K)
Financial Year 2015
NNN REIT - 10-K annual report 2015
Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended
December 31, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
Commission file number 001-11290
NATIONAL RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
56-1431377
(I.R.S. Employer Identification No.)
450 South Orange Avenue, Suite 900
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (407) 265-7348
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Common Stock, $0.01 par value
6.625% Series D Preferred Stock, $0.01 par value
5.700% Series E Preferred Stock, $0.01 par value
Name of exchange on which registered:
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
x
No
¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes
¨
No
x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
¨
No
x
The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30,
2015
was $4,650.752,000.
The number of shares of common stock outstanding as of January 28, 2016 was 141,046,162.
DOCUMENTS INCORPORATED BY REFERENCE:
Registrant incorporates by reference into Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K portions of National Retail Properties, Inc.’s definitive Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A. The definitive Proxy Statement will be filed with the Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
TABLE OF CONTENTS
PAGE
REFERENCE
Part I
Item 1.
Business
1
Item 1A.
Risk Factors
6
Item 1B.
Unresolved Staff Comments
14
Item 2.
Properties
14
Item 3.
Legal Proceedings
14
Item 4.
Mine Safety Disclosures
14
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
15
Item 6.
Selected Financial Data
18
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
36
Item 8.
Financial Statements and Supplementary Data
37
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
68
Item 9A.
Controls and Procedures
68
Item 9B.
Other Information
69
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
70
Item 11.
Executive Compensation
70
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
70
Item 13.
Certain Relationships and Related Transactions, and Director Independence
70
Item 14.
Principal Accountant Fees and Services
70
Part IV
Item 15.
Exhibits and Financial Statement Schedules
71
Signatures
76
PART I
Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant” or “NNN” or the “Company” refer to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain subsidiaries as taxable real estate investment trust subsidiaries. These subsidiaries and their majority owned and controlled subsidiaries are collectively referred to as the “TRS.”
Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Also, when NNN uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, NNN is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, NNN’s actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those NNN anticipates or projects are described in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K or any document incorporated herein by reference. NNN undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report on Form 10-K.
Item 1.
Business
The Company
NNN, a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. NNN's assets include: real estate assets, mortgages and notes receivable, and commercial mortgage residual interests. NNN's consolidated financial statements are included in Item 8 of this Annual Report on Form 10-K.
Real Estate Assets
NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and are primarily held for investment ("Properties" or "Property Portfolio," or individually a "Property"). NNN owned
2,257
Properties with an aggregate gross leasable area of approximately
24,964,000
square feet, located in
47
states, with a weighted average remaining lease term of
11.4
years as of
December 31, 2015
. Approximately
99
percent of the Properties were leased as of
December 31, 2015
.
Competition
NNN generally competes with numerous other REITs, commercial developers, real estate limited partnerships and other investors including but not limited to insurance companies, pension funds and financial institutions that own, manage, finance or develop retail and net leased properties.
Employees
As of January 28, 2016
, NNN employed
62
associates.
Other Information
NNN’s executive offices are located at 450 S. Orange Avenue, Suite 900, Orlando, Florida 32801, and its telephone number is (407) 265-7348. NNN has a website at
www.nnnreit.com
where NNN’s filings with the Securities and Exchange Commission (the "Commission") can be downloaded free of charge.
The common shares of National Retail Properties, Inc. are traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "NNN." The depositary shares, each representing a 1/100
th
of a share of 6.625% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share ("Series D Preferred Stock"), of NNN are traded on the NYSE under the ticker symbol "NNNPRD." The depositary shares, each representing a 1/100
th
of a share of 5.700% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series E Preferred Stock”), of NNN are traded on the NYSE under the ticker symbol "NNNPRE."
1
Business Strategies and Policies
The following is a discussion of NNN’s operating strategy and certain of its investment, financing and other policies. These strategies and policies have been set by management and the Board of Directors and, in general, may be amended or revised from time to time by management and the Board of Directors without a vote of NNN’s stockholders.
Operating Strategies
NNN’s strategy is to invest primarily in retail real estate that is typically well located within each local market for its tenants’ retail lines of trade. Management believes that these types of properties, generally leased pursuant to triple-net leases, provide attractive opportunities for stable current returns and the potential for increased returns and capital appreciation. Triple-net leases typically require the tenant to pay property operating expenses such as insurance, utilities, repairs, maintenance, capital expenditures and real estate taxes and assessments. Initial lease terms are generally 15 to 20 years.
NNN holds real estate assets until it determines that the sale of such an asset is advantageous in view of NNN’s investment objectives. In deciding whether to sell a real estate asset, NNN may consider factors such as potential capital appreciation, net cash flow, tenant credit quality, tenant's line of trade, portfolio composition, market lease rates, local market conditions, potential use of sale proceeds and federal income tax considerations.
NNN’s management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. These key indicators include the composition of the Property Portfolio (such as tenant, geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance ratios and profitability measures, industry trends and NNN's performance compared to that of the REIT industry.
The operating strategies employed by NNN have allowed NNN to increase the annual dividend (paid quarterly) per common share for
26
consecutive years, one of only four publicly traded REITs to do so.
Investment in Real Estate or Interests in Real Estate
NNN’s management believes that single tenant, freestanding net lease retail properties will continue to provide attractive investment opportunities and that NNN is well suited to take advantage of these opportunities because of its experience in accessing capital markets, and its ability to source, underwrite and acquire properties.
In evaluating a particular acquisition, management may consider a variety of factors, including but not limited to:
•
the location, visibility and accessibility of the property,
•
the geographic area and demographic characteristics of the community, as well as the local real estate market, including potential for growth, market rents, and existing or potential competing properties or retailers,
•
the size, age and title status of the property,
•
the purchase price,
•
the non-financial terms of the proposed acquisition,
•
the availability of funds or other consideration for the proposed acquisition and the cost thereof,
•
the compatibility of the property with NNN’s existing portfolio,
•
the quality of construction and design and the current physical condition of the property,
•
the property-level operating history,
•
the financial and other characteristics of the existing tenant,
•
the tenant’s business plan, operating history and management team,
•
the tenant’s industry,
•
the terms of any leases,
•
the rent to be paid by the tenant,
•
the potential for, and current extent of, any environmental problems, and
•
any existing indebtedness encumbering the property which may be assumed or incurred in connection with acquiring or refinancing these investments.
NNN intends to engage in future investment activities in a manner that is consistent with the maintenance of its status as a REIT for federal income tax purposes. Additionally, NNN does not intend to engage in activities that will make NNN an investment company under the Investment Company Act of 1940, as amended.
2
Investments in Real Estate Mortgages, Commercial Mortgage Residual Interests, and Securities of or Interests in Persons Engaged in Real Estate Activities
While NNN’s primary business objectives emphasize retail properties, NNN may invest in (i) a wide variety of property and tenant types, (ii) leases, mortgages, commercial mortgage residual interests and other types of real estate interests, (iii) loans secured by personal property, (iv) loans secured by partnership or membership interests in partnerships or limited liability companies, respectively, or (v) securities of other REITs, or other issuers, including for the purpose of exercising control over such entities.
Financing Strategy
NNN’s financing objective is to manage its capital structure effectively in order to provide sufficient capital to execute its operating strategies while servicing its debt requirements and providing value to its stockholders. NNN generally utilizes debt and equity security offerings, bank borrowings, the sale of properties, and to a lesser extent, internally generated funds to meet its capital needs.
NNN typically funds its short-term liquidity requirements including investments in additional properties with cash from its
$650,000,000
unsecured revolving credit facility ("Credit Facility"). As of
December 31, 2015
, there was
no
outstanding balance and
$650,000,000
was available for future borrowings under the Credit Facility.
As of
December 31, 2015
, NNN’s ratio of total debt to total gross assets (before accumulated depreciation and amortization) was approximately
33
percent and the ratio of secured indebtedness to total gross assets was less than
one
percent. The ratio of total debt to total market capitalization was approximately
25
percent. Certain financial agreements contain covenants that limit NNN’s ability to incur additional debt under certain circumstances.
NNN anticipates it will be able to obtain additional financing for short-term and long-term liquidity requirements as further described in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity." However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to NNN.
The organizational documents of NNN do not limit the absolute amount or percentage of indebtedness that NNN may incur. Additionally, NNN may change its financing strategy at any time.
Strategies and Policy Changes
Any of NNN’s strategies or policies described above may be changed at any time by NNN without notice to or a vote of NNN’s stockholders.
Property Portfolio
As of
December 31, 2015
, NNN owned
2,257
Properties with an aggregate gross leasable area of approximately
24,964,000
square feet, located in
47
states, with a weighted average remaining lease term of
11.4
years. Approximately
99
percent of total Properties were leased as of
December 31, 2015
.
The following table summarizes the Property Portfolio at
December 31, 2015
(in thousands):
Size
(1)
Acquisition Cost
(2)
High
Low
Average
High
Low
Average
Land
3,733
2
103
$
8,882
$
5
$
878
Building
142
1
11
29,373
19
1,782
(1)
Approximate square feet.
(2)
Costs vary depending upon size, local market conditions and other factors.
3
As of
December 31, 2015
, NNN has committed to fund construction commitments on leased Properties. The improvements are estimated to be completed within 12 months. These construction commitments, at December 31, 2015, are outlined in the table below (dollars in thousands):
Number of properties
27
Total commitment
(1)
$
116,394
Amount funded
$
87,406
Remaining commitment
$
28,988
(1)
Includes land, construction costs, tenant improvements and lease costs.
Leases
The following is a summary of the general structure of the leases in the Property Portfolio, although the specific terms of each lease can vary. Generally, the Property leases provide for initial terms of 15 to 20 years. As of
December 31, 2015
, the weighted average remaining lease term of the Property Portfolio was approximately
11.4
years. The Properties are generally leased under net leases, pursuant to which the tenant typically bears responsibility for substantially all property costs and expenses associated with ongoing maintenance and operation, including utilities, property taxes and insurance. NNN's leases provide for annual base rental payments (payable in monthly installments) ranging from $6,000 to $2,668,000 (average of $220,000), and generally provide for increases in rent as a result of (i) fixed increases, (ii) increases in the Consumer Price Index ("CPI"), or, to a lesser extent, (iii) increases in the tenant’s sales volume.
Generally, NNN's leases provide the tenant with one or more multi-year renewal options subject to generally the same terms and conditions provided under the initial lease term. Some of the leases also provide that in the event NNN wishes to sell the Property subject to that lease, NNN first must offer the lessee the right to purchase the Property on the same terms and conditions as any offer which NNN intends to accept for the sale of the Property.
The following table summarizes the lease expirations, assuming none of the tenants exercise renewal options, of the Property Portfolio for each of the next 10 years and then thereafter in the aggregate as of
December 31, 2015
:
% of
Annual
Base
Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
% of
Annual
Base
Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
2016
1.0%
27
363,000
2022
5.6%
96
1,143,000
2017
3.0%
52
1,084,000
2023
2.5%
55
903,000
2018
6.3%
183
1,645,000
2024
2.6%
49
767,000
2019
3.4%
80
1,109,000
2025
5.3%
132
996,000
2020
4.3%
137
1,550,000
Thereafter
61.3%
1,302
13,713,000
2021
4.7%
116
1,271,000
(1)
Based on annualized base rent for all leases in place as of
December 31, 2015
.
(2)
Approximate square feet.
4
The following table summarizes the diversification of the Property Portfolio based on the top 10 lines of trade:
% of Annual Base Rent
(1)
Top 10 Lines of Trade
2015
2014
2013
1.
Convenience stores
16.7%
18.0%
19.7%
2.
Restaurants - full service
11.0%
9.1%
9.7%
3.
Restaurants - limited service
7.2%
6.5%
5.5%
4.
Automotive service
7.0%
7.2%
7.6%
5.
Family entertainment centers
5.6%
5.1%
2.3%
6.
Theaters
5.2%
5.2%
4.5%
7.
Automotive parts
4.2%
4.7%
5.1%
8.
Health and fitness
3.8%
3.9%
4.3%
9.
Recreational vehicle dealers, parts and accessories
3.6%
3.1%
3.2%
10.
Banks
3.4%
3.7%
4.1%
Other
32.3%
33.5%
34.0%
100.0%
100.0%
100.0%
(1)
Based on annualized base rent for all leases in place as of December 31 of the respective year.
The following table summarizes the diversification of the Property Portfolio by state as of
December 31, 2015
:
State
# of
Properties
% of
Annual
Base Rent
(1)
1.
Texas
438
19.7%
2.
Florida
181
9.3%
3.
Ohio
122
5.2%
4.
North Carolina
136
5.2%
5.
Illinois
79
4.9%
6.
Georgia
111
4.5%
7.
Virginia
88
3.8%
8.
Indiana
91
3.8%
9.
Alabama
97
3.2%
10.
Tennessee
74
3.0%
Other
840
37.4%
2,257
100.0%
(1)
Based on annualized base rent for all leases in place as of
December 31, 2015
.
As of
December 31, 2015
, NNN did not have any tenant that accounted for ten percent or more of its rental income.
Commercial Mortgage Residual Interests
NNN holds the commercial mortgage residual interests ("Residuals") from seven securitizations. Each of the Residuals is reported at fair value; unrealized gains or losses are reported as other comprehensive income in stockholders’ equity, and other than temporary losses as a result of a change in timing or amount of estimated cash flows are recorded as an other than temporary valuation impairment. The Residuals had an estimated fair value of
$11,115,000
and
$11,626,000
at
December 31, 2015
and
2014
, respectively.
5
Governmental Regulations Affecting Properties
Property Environmental Considerations.
Subject to a determination of the level of risk and potential cost of remediation, NNN may acquire a property where some level of environmental contamination may exist. Investments in real property create a potential for substantial environmental liability for the owner of such property from the presence or discharge of hazardous materials on the property or the improper disposal of hazardous materials emanating from the property, regardless of fault. In order to mitigate exposure to environmental liability, NNN maintains an environmental insurance policy which provides some coverage for substantially all of the properties which expires in August 2018. As a part of its acquisition due diligence process, NNN obtains an environmental site assessment for each property. In such cases where NNN intends to acquire real estate where some level of contamination may exist, NNN generally requires the seller or tenant to (i) remediate the problem, (ii) indemnify NNN for environmental liabilities, and/or (iii) agree to other arrangements deemed appropriate by NNN, including, under certain circumstances, the purchase of environmental insurance to address environmental conditions at the property.
As of
January 28, 2016
, NNN has
67
Properties currently under some level of environmental remediation and/or monitoring. In general, the seller, a previous owner, the tenant or an adjacent land owner is responsible for the cost of the environmental remediation for each of these Properties.
Americans with Disabilities Act of 1990.
The Properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the "ADA"). Investigation of a property may reveal non-compliance with the ADA. The tenants will typically have primary responsibility for complying with the ADA, but NNN may incur costs if the tenant does not comply. As of
January 28, 2016
, NNN has not been notified by any governmental authority of, nor is NNN’s management aware of, any non-compliance with the ADA that NNN’s management believes would have a material adverse effect on its business, financial position or results of operations.
Other Regulations.
State and local fire, life-safety and similar entities regulate the use of the Properties. NNN’s leases generally require each tenant to undertake primary responsibility for complying with regulations, but failure to comply could result in fines by governmental authorities, awards of damages to private litigants, or restrictions on the ability to conduct business on such properties.
Item 1A.
Risk Factors
Carefully consider the following risks and all of the other information set forth in this Annual Report on Form 10-K, including the consolidated financial statements and the notes thereto. If any of the events or developments described below were actually to occur, NNN’s business, financial condition or results of operations could be adversely affected.
Financial and economic conditions may have an adverse impact on NNN, its tenants, and commercial real estate in general.
Financial and economic conditions continue to be challenging and volatile and any worsening of such conditions, including any disruption in the capital markets, could adversely affect NNN’s business and results of operations. Such conditions could also affect the financial condition of NNN’s tenants, developers, borrowers, lenders or the institutions that hold NNN’s cash balances and short-term investments, which may expose NNN to increased risks of default by these parties.
There can be no assurance that actions of the United States Government, the Federal Reserve or other government and regulatory bodies intended to stabilize the economy or financial markets will achieve their intended effect. Additionally, some of these actions may adversely affect financial institutions, capital providers, retailers, consumers, NNN’s financial condition, NNN's results of operations or the trading price of NNN’s shares.
6
Potential consequences of challenging and volatile financial and economic conditions include:
•
the financial condition of NNN’s tenants may be adversely affected, which may result in tenant defaults under the leases due to bankruptcy, lack of liquidity, operational failures or for other reasons;
•
the ability to borrow on terms and conditions that NNN finds acceptable may be limited or unavailable, which could reduce NNN’s ability to pursue acquisition and development opportunities and refinance existing debt, reduce NNN’s returns from acquisition and development activities, reduce NNN’s ability to make cash distributions to its shareholders and increase NNN’s future interest expense;
•
the recognition of impairment charges on or reduced values of the Properties, which may adversely affect NNN's results of operations;
•
reduced values of the Properties may limit NNN's ability to dispose of assets at attractive prices and reduce the availability of buyer financing; and
•
the value and liquidity of NNN’s short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold NNN’s cash deposits or the institutions or assets in which NNN has made short-term investments, the dislocation of the markets for NNN’s short-term investments, increased volatility in market rates for such investments or other factors.
NNN may be unable to obtain debt or equity capital on favorable terms, if at all.
NNN may be unable to obtain capital on favorable terms, if at all, to further its business objectives or meet its existing obligations. Nearly all of NNN’s debt, including the Credit Facility, is subject to balloon principal payments due at maturity. These maturities range between 2016 and 2025. NNN's ability to make these scheduled principal payments may be adversely impacted by NNN’s inability to extend or refinance the Credit Facility, the inability to dispose of assets at an attractive price or the inability to obtain additional debt or equity capital. Capital that may be available may be materially more expensive or available under terms that are materially more restrictive which would have an adverse impact on NNN’s business, financial condition or results of operations.
Loss of revenues from tenants would reduce NNN’s cash flow.
NNN's tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store based retailing could severely impact their ability to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on NNN's tenant's ongoing viability. The default, financial distress, bankruptcy or liquidation of one or more of NNN’s tenants could cause substantial vacancies in the Property Portfolio. Vacancies reduce NNN’s revenues, increase property expenses and could decrease the value of each such vacant Property. Upon the expiration of a lease, the tenant may choose not to renew the lease and/or NNN may not be able to re-lease the vacant Property at a comparable lease rate or without incurring additional expenditures in connection with such renewal or re-leasing.
A significant portion of the Property Portfolio annual base rent is concentrated in specific industry classifications, tenants and in specific geographic locations.
As of
December 31, 2015
, approximately,
•
47.5% of the Property Portfolio annual base rent is generated from tenants in five retail lines of trade, including convenience stores (16.7%) and full-service and limited-service restaurants (18.2%),
•
21.2% of the Property Portfolio annual base rent is generated from five tenants, including Sunoco (5.9%), Mister Car Wash (4.4%), LA Fitness (3.7%), Couche-Tard Inc. (Pantry) (3.6%), and Camping World (3.6%), and
•
44.3% of the Property Portfolio annual base rent is generated from properties located in five states, including Texas (19.7%) and Florida (9.3%).
Any financial hardship and/or economic changes in these lines of trade, tenants or states could have an adverse effect on NNN’s results of operations.
7
Owning real estate and indirect interests in real estate carries inherent risks.
NNN’s economic performance and the value of its real estate assets are subject to the risk that if the Properties do not generate revenues sufficient to meet its operating expenses, including debt service, NNN’s cash flow and ability to pay distributions to its shareholders will be adversely affected. As a real estate company, NNN is susceptible to the following real estate industry risks, which are beyond its control:
•
changes in national, regional and local economic conditions and outlook,
•
decreases in consumer spending and retail sales or adverse changes in consumer preferences for particular goods, services or store based retailing,
•
economic downturns in the areas where the Properties are located,
•
adverse changes in local real estate market conditions, such as an oversupply of space, reduction in demand for space, intense competition for tenants, or a demographic change,
•
changes in tenant or consumer preferences that reduce the attractiveness of the Properties to tenants,
•
changes in zoning, regulatory restrictions, or tax laws, and
•
changes in interest rates or availability of financing.
All of these factors could result in decreases in market rental rates and increases in vacancy rates, which could adversely affect NNN’s results of operations.
NNN’s real estate investments are illiquid.
Because real estate investments are relatively illiquid, NNN’s ability to adjust the portfolio promptly in response to economic or other conditions is limited. Certain significant expenditures generally do not change in response to economic or other conditions, including: (i) debt service (if any), (ii) real estate taxes, and (iii) operating and maintenance costs. This combination of variable revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings and could have an adverse effect on NNN’s financial condition.
Costs of complying with changes in governmental laws and regulations may adversely affect NNN’s results of operations.
NNN cannot predict what other laws or regulations will be enacted in the future, how future laws or regulations will be administered or interpreted, or how future laws or regulations will affect NNN or its Properties, including, but not limited to environmental laws and regulations. Compliance with new laws or regulations, or stricter interpretation of existing laws, may require NNN, its retail tenants, or consumers to incur significant expenditures, impose significant liability, restrict or prohibit business activities and could cause a material adverse effect on NNN’s results of operation.
NNN may be subject to known or unknown environmental liabilities and hazardous materials on Properties owned by NNN.
There may be known or unknown environmental liabilities associated with properties owned or acquired in the future by NNN. Certain particular uses of some properties may also have a heightened risk of environmental liability because of the hazardous materials used in performing services on those properties, such as convenience stores with underground petroleum storage tanks or auto parts and auto service businesses using petroleum products, paint and machine solvents. Some of the Properties may contain asbestos or asbestos-containing materials, or may contain or may develop mold or other bio-contaminants. Asbestos-containing materials must be handled, managed and removed in accordance with applicable governmental laws, rules and regulations. Mold and other bio-contaminants can produce airborne toxins, may cause a variety of health issues in individuals and must be remediated in accordance with applicable governmental laws, rules and regulations.
As part of its due diligence process, NNN generally obtains an environmental site assessment for each property it acquires. In cases where NNN intends to acquire real estate where some level of contamination may exist, NNN generally requires the seller or tenant to (i) remediate the contamination in accordance with applicable laws, rules and regulations, (ii) indemnify NNN for environmental liabilities, and/or (iii) agree to other arrangements deemed appropriate by NNN, including, under certain circumstances, the purchase of environmental insurance. Although sellers or tenants may be contractually responsible for remediating hazardous materials on a property and may be responsible for indemnifying NNN for any liability resulting from the use of a property and for any failure to comply with any applicable environmental laws, rules or regulations, NNN has no assurance that sellers or tenants shall be able to meet their remediation and indemnity obligations to NNN. A tenant or seller may not have the financial ability to meet its remediation and indemnity obligations to NNN when required. Furthermore, NNN may have strict liability to governmental agencies or third parties as a result of the existence of hazardous materials on Properties, whether or not NNN knew about or caused such hazardous materials to exist.
8
As of
January 28, 2016
, NNN has
67
Properties currently under some level of environmental remediation and/or monitoring. In general, the seller, a previous owner, the tenant or an adjacent land owner is responsible for the cost of the environmental remediation for each of these Properties.
If NNN is responsible for hazardous materials located on its Properties, NNN’s liability may include investigation and remediation costs, property damage to third parties, personal injury to third parties, and governmental fines and penalties. Furthermore, the presence of hazardous materials on a Property may adversely impact the Property value or NNN’s ability to sell the Property. Significant environmental liability could impact NNN’s results of operations, ability to make distributions to shareholders, and its ability to meet its debt obligations.
In order to mitigate exposure to environmental liability, NNN maintains an environmental insurance policy which provides some coverage for substantially all of its Properties which expires in August 2018. However, the policy is subject to exclusions and limitations and does not cover all of the Properties owned by NNN, and for those Properties covered under the policy, insurance may not fully compensate NNN for any environmental liability. NNN has no assurance that the insurer on its environmental insurance policy will be able to meet its obligations under the policy. NNN may not desire to renew the environmental insurance policy in place upon expiration or a replacement policy may not be available at a reasonable cost, if at all.
NNN may not be able to successfully execute its acquisition or development strategies.
NNN may not be able to implement its investment strategies successfully. Additionally, NNN cannot assure that its Property Portfolio will expand at all, or if it will expand at any specified rate or to any specified size. In addition, investment in additional real estate assets is subject to a number of risks. Because NNN expects to invest in markets other than the ones in which its current Properties are located or properties which may be leased to tenants other than those to which NNN has historically leased properties, NNN will also be subject to the risks associated with investment in new markets or with new tenants that may be relatively unfamiliar to NNN’s management team.
NNN’s development activities are subject to, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory approvals, the cost and timely completion of construction (including risks from factors beyond NNN’s control, such as weather or labor conditions or material shortages), the risk of finding tenants for the properties and the ability to obtain both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken or provide a tenant the opportunity to reduce rent or terminate a lease. Any of these situations may delay or eliminate proceeds or cash flows NNN expects from these projects, which could have an adverse effect on NNN’s financial condition.
NNN may not be able to dispose of properties consistent with its operating strategy.
NNN may be unable to sell properties targeted for disposition due to adverse market conditions. This may adversely affect, among other things, NNN’s ability to sell under favorable terms, execute its operating strategy, achieve target earnings or returns, retire or repay debt or pay dividends.
A change in the assumptions used to determine the value of commercial mortgage residual interests could adversely affect NNN’s financial position.
As of
December 31, 2015
, the Residuals had a carrying value of
$11,115,000
. The value of these Residuals is based on assumptions to determine their fair value. These assumptions include, but are not limited to, discount rate, loan loss, prepayment speed and interest rate assumptions to determine their fair value. If actual experience differs materially from these assumptions, the actual future cash flow could be less than expected and the value of the Residuals, as well as NNN’s earnings, could decline.
NNN may suffer a loss in the event of a default or bankruptcy of a borrower or a tenant.
As of
December 31, 2015
, mortgages and notes receivables had an outstanding principal balance of
$8,661,000
. If a borrower defaults on a mortgage or other loan made by NNN, and does not have sufficient assets to satisfy the loan, NNN may suffer a loss of principal and interest. In the event of the bankruptcy of a borrower, NNN may not be able to recover against all or any of the assets of the borrower, or the collateral may not be sufficient to satisfy the balance due on the loan. In addition, certain of NNN’s loans may be subordinate to other debt of a borrower. These investments are typically loans secured by a borrower’s pledge of its ownership interests in the entity that owns the real estate or other assets and are typically subordinated to senior loans encumbering the underlying real estate or assets. Subordinated positions are generally subject to a higher risk of nonpayment of principal and interest than the more senior loans. If a borrower defaults on the debt senior to NNN’s loan, or in the event of the bankruptcy of a borrower, NNN’s loan will be satisfied only after the borrower’s senior creditors’ claims are
9
satisfied. Where debt senior to NNN’s loans exists, the presence of intercreditor arrangements may limit NNN’s ability to amend loan documents, assign the loans, accept prepayments, exercise remedies and control decisions made in bankruptcy proceedings relating to borrowers. Bankruptcy proceedings and litigation can significantly increase the time needed for NNN to acquire underlying collateral, if any, in the event of a default, during which time the collateral may decline in value. In addition, there are significant costs and delays associated with the foreclosure process.
Certain provisions of NNN’s leases or loan agreements may be unenforceable.
NNN’s rights and obligations with respect to its leases, mortgage loans or other loans are governed by written agreements. A court could determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy, a master lease covenant, a loan prepayment provision or a provision governing NNN’s security interest in the underlying collateral of a borrower or lessee. NNN could be adversely impacted if this were to happen with respect to an asset or group of assets.
Property ownership through joint ventures and partnerships could limit NNN’s control of those investments.
Joint ventures or partnerships involve risks not otherwise present for direct investments by NNN. It is possible that NNN’s co-venturers or partners may have different interests or goals than NNN at any time and they may take actions contrary to NNN’s requests, policies or objectives, including NNN’s policy with respect to maintaining its qualification as a REIT. Other risks of joint venture or partnership investments include impasses on decisions because in some instances no single co-venturer or partner has full control over the joint venture or partnership, respectively, or the co-venturer or partner may become insolvent, bankrupt or otherwise unable to contribute to the joint venture or partnership, respectively. Further, disputes may develop with a co-venturer or partner over decisions affecting the property, joint venture or partnership that may result in litigation, arbitration or some other form of dispute resolution.
Competition from numerous other REITs, commercial developers, real estate limited partnerships and other investors may impede NNN’s ability to grow.
NNN may not complete suitable property acquisitions or developments on advantageous terms, if at all, due to competition for such properties with others engaged in real estate investment activities or lack of properties for sale on terms deemed acceptable to NNN. NNN’s inability to successfully acquire or develop new properties may affect NNN’s ability to achieve anticipated return on investment or realize its investment strategy, which could have an adverse effect on its results of operations.
NNN's loss of key management personnel could adversely affect performance and the value of its common stock.
NNN is dependent on the efforts of its key management. Competition for senior management personnel can be intense and NNN may not be able to retain its key management. Although NNN believes qualified replacements could be found for any departures of key management, the loss of their services could adversely affect NNN's performance and the value of its common stock.
Uninsured losses may adversely affect NNN’s operating results and asset values.
The Properties are generally covered by comprehensive liability, fire, and extended insurance coverage. NNN believes that the insurance carried on its Properties is adequate and in accordance with industry standards. There are, however, types of losses (such as from hurricanes, floods, earthquakes or other types of natural disasters or wars or other acts of violence) which may be uninsurable, self-insured by tenants, or the cost of insuring against these losses may not be economically justifiable in the opinion of tenants or NNN. If an uninsured loss occurs or a loss exceeds policy limits, NNN could lose both its invested capital and anticipated revenues from the property, thereby reducing NNN’s cash flow and asset value.
10
Acts of violence, terrorist attacks or war may affect the markets in which NNN operates and NNN’s results of operations.
Terrorist attacks or other acts of violence may negatively affect NNN’s operations. There can be no assurance that there will not be terrorist attacks against businesses within the United States. These attacks may directly or indirectly impact NNN’s physical facilities or the businesses or the financial condition of its tenants, developers, borrowers, lenders or financial institutions with which NNN has a relationship. The United States is engaged in armed conflict, which could have an impact on these parties. The consequences of armed conflict are unpredictable, and NNN may not be able to foresee events that could have an adverse effect on its business or be insured for such.
More generally, any of these events or threats of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economies. They also could result in, or cause a deepening of, economic recession in the United States or abroad. Any of these occurrences could have an adverse impact on NNN’s financial condition or results of operations.
Vacant properties or bankrupt tenants could adversely affect NNN’s business or financial condition.
As of
December 31, 2015
, NNN owned
21
vacant, un-leased Properties, which accounted for approximately
one
percent of total Properties held in the Property Portfolio. NNN is actively marketing these properties for sale or lease but may not be able to sell or lease these properties on favorable terms or at all. The lost revenues and increased property expenses resulting from the rejection by any bankrupt tenant of any of their respective leases with NNN could have a material adverse effect on the liquidity and results of operations of NNN if NNN is unable to re-lease the Properties at comparable rental rates and in a timely manner. As of January 31, 2016, less than
one
percent of the total gross leasable area of the Property Portfolio was leased to tenants that have filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code and have the right to reject or affirm their leases with NNN.
The amount of debt NNN has and the restrictions imposed by that debt could adversely affect NNN’s business and financial condition.
As of
December 31, 2015
, NNN had outstanding debt including mortgages payable of
$23,964,000
, total unsecured notes payable of
$1,951,980,000
and
zero
outstanding on the Credit Facility. NNN’s organizational documents do not limit the level or amount of debt that it may incur. If NNN incurs additional indebtedness and permits a higher degree of leverage, debt service requirements would increase and could adversely affect NNN’s financial condition and results of operations, as well as NNN’s ability to pay principal and interest on the outstanding indebtedness or cash dividends to its stockholders. In addition, increased leverage could increase the risk that NNN may default on its debt obligations.
The amount of debt outstanding at any time could have important consequences to NNN’s stockholders. For example, it could:
•
require NNN to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing funds available for operations, real estate investments and other business opportunities that may arise in the future,
•
increase NNN’s vulnerability to general adverse economic and industry conditions,
•
limit NNN’s ability to obtain any additional financing it may need in the future for working capital, debt refinancing, capital expenditures, real estate investments, development or other general corporate purposes,
•
make it difficult to satisfy NNN’s debt service requirements,
•
limit NNN’s ability to pay dividends in cash on its outstanding common and preferred stock,
•
limit NNN’s flexibility in planning for, or reacting to, changes in its business and the factors that affect the profitability of its business, and
•
limit NNN’s flexibility in conducting its business, which may place NNN at a disadvantage compared to competitors with less debt or debt with less restrictive terms.
NNN’s ability to make scheduled payments of principal or interest on its debt, or to retire or refinance such debt will depend primarily on its future performance, which to a certain extent is subject to the creditworthiness of its tenants, competition, and economic, financial, and other factors beyond its control. There can be no assurance that NNN’s business will continue to generate sufficient cash flow from operations in the future to service its debt or meet its other cash needs. If NNN is unable to generate sufficient cash flow from its business, it may be required to refinance all or a portion of its existing debt, sell assets or obtain additional financing to meet its debt obligations and other cash needs.
NNN cannot assure stockholders that any such refinancing, sale of assets or additional financing would be possible or, if possible, on terms and conditions, including but not limited to the interest rate, which NNN would find acceptable or would not result in a material decline in earnings.
11
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.
As of
December 31, 2015
, NNN had approximately
$1,975,944,000
of outstanding indebtedness, of which approximately
$23,964,000
was secured indebtedness. NNN’s unsecured debt instruments contain various restrictive covenants which include, among others, provisions restricting NNN’s ability to:
•
incur or guarantee additional debt,
•
make certain distributions, investments and other restricted payments,
•
enter into transactions with certain affiliates,
•
create certain liens,
•
consolidate, merge or sell NNN’s assets, and
•
pre-pay debt.
NNN’s secured debt instruments generally contain customary covenants, including, among others, provisions:
•
requiring the maintenance of the property securing the debt,
•
restricting its ability to sell, assign or further encumber the properties securing the debt,
•
restricting its ability to incur additional debt on the property securing the debt,
•
restricting its ability to amend or modify existing leases on the property securing the debt, and
•
establishing certain prepayment restrictions.
In addition, NNN’s debt instruments may contain cross-default provisions, in which case a default of NNN under one debt instrument will be a default of NNN under multiple or all debt instruments of NNN.
NNN’s ability to meet some of its debt covenants, including covenants related to the condition of the property or payment of real estate taxes, may be dependent on the performance by NNN’s tenants under their leases.
In addition, certain covenants in NNN’s debt instruments, including its Credit Facility, require NNN, among other things, to:
•
limit certain leverage ratios,
•
maintain certain minimum interest and debt service coverage ratios, and
•
limit investments in certain types of assets.
NNN’s failure to comply with certain of its debt covenants could result in defaults that accelerate the payment under such debt and limit the dividends paid to NNN’s common and preferred stockholders which would likely have a material adverse impact on NNN’s financial condition and results of operations. In addition, these defaults could impair its access to the debt and equity markets.
The market value of NNN’s equity and debt securities is subject to various factors that may cause significant fluctuations or volatility.
As with other publicly traded securities, the market price of NNN’s equity and debt securities depends on various factors, which may change from time-to-time and/or may be unrelated to NNN’s financial condition, operating performance or prospects that may cause significant fluctuations or volatility in such prices. These factors, among others, include:
•
general economic and financial market conditions,
•
level and trend of interest rates,
•
NNN’s ability to access the capital markets to raise additional capital,
•
the issuance of additional equity or debt securities,
•
changes in NNN’s funds from operations or earnings estimates,
•
changes in NNN’s debt ratings or analyst ratings,
•
NNN’s financial condition and performance,
•
market perception of NNN compared to other REITs, and
•
market perception of REITs compared to other investment sectors.
12
NNN’s failure to qualify as a REIT for federal income tax purposes could result in significant tax liability.
NNN intends to operate in a manner that will allow NNN to continue to qualify as a REIT. NNN believes it has been organized as, and its past and present operations qualify NNN as a REIT. However, the Internal Revenue Service (“IRS”) could successfully assert that NNN is not qualified as such. In addition, NNN may not remain qualified as a REIT in the future. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”) for which there are only limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within NNN’s control. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for NNN to qualify as a REIT or avoid significant tax liability.
If NNN fails to qualify as a REIT, it would not be allowed a deduction for dividends paid to stockholders in computing taxable income and would become subject to federal income tax at regular corporate rates. In this event, NNN could be subject to potentially significant tax liabilities and penalties. Unless entitled to relief under certain statutory provisions, NNN would also be disqualified from treatment as a REIT for the four taxable years following the year during which the qualification was lost.
Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow.
Even if NNN remains qualified for taxation as a REIT, NNN is subject to certain federal, state and local taxes on its income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes. Any of these taxes would decrease earnings and cash available for distribution to stockholders. In addition, in order to meet the REIT qualification requirements, NNN has owned some of its assets in the TRS.
Adverse legislative or regulatory tax changes could reduce NNN’s earnings, cash flow and market price of NNN’s common stock.
At any time, the federal and state income tax laws governing REITs or the administrative interpretations of those laws may change. Any such changes may have retroactive effect, and could adversely affect NNN or its stockholders. Legislation could cause shares in non-REIT corporations to be a more attractive investment to individual investors than shares in REITs, and could have an adverse effect on the value of NNN’s common stock.
Compliance with REIT requirements, including distribution requirements, may limit NNN’s flexibility and negatively affect NNN’s operating decisions.
To maintain its status as a REIT for U.S. federal income tax purposes, NNN must meet certain requirements on an on-going basis, including requirements regarding its sources of income, the nature and diversification of its assets, the amounts NNN distributes to its stockholders and the ownership of its shares. NNN may also be required to make distributions to its stockholders when it does not have funds readily available for distribution or at times when NNN’s funds are otherwise needed to fund expenditures or debt service requirements. NNN generally will not be subject to federal income taxes on amounts distributed to stockholders, so long as it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended
December 31, 2015
, NNN believes it has qualified as a REIT. Notwithstanding NNN’s qualification for taxation as a REIT, NNN is subject to certain state taxes on its income and real estate.
Changes in accounting pronouncements could adversely impact NNN’s or NNN’s tenants’ reported financial performance.
Accounting policies and methods are fundamental to how NNN records and reports its financial condition and results of operations. From time to time the Financial Accounting Standards Board (“FASB”) and the Commission, who create and interpret appropriate accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that govern the preparation of NNN’s financial statements. These changes could have a material impact on NNN’s reported financial condition and results of operations. In some cases, NNN could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Similarly, these changes could have a material impact on NNN’s tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate.
13
NNN’s failure to maintain effective internal control over financial reporting could have a material adverse effect on its business, operating results and share price.
Section 404 of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of the Company’s internal control over financial reporting. If NNN fails to maintain the adequacy of its internal control over financial reporting, as such standards may be modified, supplemented or amended from time to time, NNN may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Moreover, effective internal control over financial reporting, particularly those related to revenue recognition, are necessary for NNN to produce reliable financial reports and to maintain its qualification as a REIT and are important in helping to prevent financial fraud. If NNN cannot provide reliable financial reports or prevent fraud, its business and operating results could be harmed, REIT qualification could be jeopardized, investors could lose confidence in the Company’s reported financial information, impair the company's access to capital, and the trading price of NNN’s shares could drop significantly.
NNN’s ability to pay dividends in the future is subject to many factors.
NNN’s ability to pay dividends may be impaired if any of the risks described in this section were to occur. In addition, payment of NNN’s dividends depends upon NNN’s earnings, financial condition, maintenance of NNN’s REIT status and other factors as NNN’s Board of Directors may deem relevant from time to time.
Cybersecurity risks and cyber incidents could adversely affect NNN's business and disrupt operations and expose NNN to liabilities to tenants, employees, capital providers, and other third parties.
Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. The result of these incidents could include, but are not limited to, disrupted operations, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence. These cyber incidents could negatively impact NNN, NNN's tenants and/or the capital markets.
Future investment in international markets could subject NNN to additional risks.
If NNN expands its operating strategy to include investment in international markets, NNN could face additional risks, including foreign currency exchange rate fluctuations, operational risks due to local economic and political conditions and laws and policies of the U.S. affecting foreign investment.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Please refer to Item 1. “Business.”
Item 3.
Legal Proceedings
In the ordinary course of its business, NNN is a party to various legal actions that management believes are routine in nature and incidental to the operation of the business of NNN. Management does not believe that any of these proceedings are material.
Item 4.
Mine Safety Disclosures
None.
14
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The common stock of NNN currently is traded on the NYSE under the symbol “NNN.” Set forth below is a line graph comparing the cumulative total stockholder return on NNN’s common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts Equity Index (“NAREIT”) and the S&P 500 Index (“S&P”) for the five-year period commencing
December 31, 2010
and ending
December 31, 2015
. The graph assumes an investment of $100 on
December 31, 2010
.
Comparison to Five-Year Cumulative Total Return
15
Set forth below is a line graph comparing the cumulative total stockholder return on NNN’s common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts Equity Index (“NAREIT”) and the S&P 500 Index (“S&P”) for the ten-year period commencing December 31, 2005 and ending
December 31, 2015
. The graph assumes an investment of $100 on December 31, 2005.
Comparison to Ten-Year Cumulative Total Return
16
For each calendar quarter and year indicated, the following table reflects respective high, low and closing sales prices for the common stock as quoted by the NYSE and the dividends paid per share in each such period.
2015
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year
High
$
44.43
$
42.11
$
38.91
$
40.37
$
44.43
Low
38.60
34.86
33.62
35.51
33.62
Close
40.97
35.01
36.27
40.05
40.05
Dividends paid per share
0.420
0.420
0.435
0.435
1.710
2014
High
$
36.35
$
37.65
$
38.04
$
40.49
$
40.49
Low
30.08
32.94
34.34
34.42
30.08
Close
34.32
37.19
34.57
39.37
39.37
Dividends paid per share
0.405
0.405
0.420
0.420
1.650
The following table presents the characterizations for tax purposes of such common stock dividends for the years ended December 31:
2015
2014
Ordinary dividends
$
1.363294
79.7248
%
$
1.306992
79.2116
%
Qualified dividends
0.019005
1.1114
%
0.006212
0.3765
%
Capital gain
0.007806
0.4565
%
0.008603
0.5214
%
Unrecaptured Section 1250 Gain
0.011055
0.6465
%
0.015362
0.9310
%
Nontaxable distributions
0.308840
18.0608
%
0.312831
18.9595
%
$
1.710000
100.0000
%
$
1.650000
100.0000
%
NNN intends to pay regular quarterly dividends to its stockholders, although all future distributions will be declared and paid at the discretion of the Board of Directors and will depend upon cash generated by operating activities, NNN’s financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant.
In January 2016
, NNN declared dividends payable to its stockholders of
$61,150,000
, or
$0.435
per share, of common stock.
On January 28, 2016, there were 1,829 stockholders of record of NNN's common stock.
17
Item 6.
Selected Financial Data
Historical Financial Highlights
(dollars in thousands, except per share data)
2015
2014
2013
2012
2011
Gross revenues
(1)
$
483,023
$
435,248
$
397,006
$
342,059
$
271,696
Earnings from continuing operations
187,511
179,777
154,006
132,388
84,463
Earnings including noncontrolling interests
197,961
191,170
160,085
141,937
92,416
Net earnings attributable to NNN
197,836
190,601
160,145
142,015
92,325
Total assets
5,460,044
4,915,551
4,445,308
3,980,210
3,429,067
Total debt
1,975,944
1,729,891
1,560,844
1,579,148
1,333,133
Total stockholders’ equity of NNN
3,342,134
3,082,515
2,777,045
2,296,285
2,002,498
Cash dividends declared to:
Common stockholders
228,699
204,157
189,107
167,495
133,720
Series C preferred stockholders
—
—
—
1,979
6,785
Series D preferred stockholders
19,047
19,047
19,047
15,449
—
Series E preferred stockholders
16,387
16,387
8,876
—
—
Weighted average common shares:
Basic
133,998,674
124,257,558
118,204,148
106,965,156
88,100,076
Diluted
134,489,416
124,710,226
119,864,824
109,117,515
88,837,057
Per share information:
Earnings from continuing operations:
Basic
$
1.21
$
1.24
$
1.06
$
1.04
$
0.88
Diluted
1.20
1.24
1.05
1.02
0.87
Net earnings:
Basic
1.21
1.24
1.11
1.13
0.96
Diluted
1.20
1.24
1.10
1.11
0.96
Cash dividends declared to:
Common stockholders
1.71
1.65
1.60
1.56
1.53
Series C preferred depositary stockholders
—
—
—
0.537760
1.843750
Series D preferred depositary stockholders
1.656250
1.656250
1.656250
1.343403
—
Series E preferred depositary stockholders
1.425000
1.425000
0.771875
—
—
Other data:
Cash flows provided by (used in):
Operating activities
$
341,095
$
296,733
$
274,421
$
228,130
$
177,728
Investing activities
(644,544
)
(541,558
)
(568,040
)
(601,759
)
(752,068
)
Financing activities
307,105
253,944
293,028
373,623
574,374
Funds from operations – available to common stockholders
(2)
289,193
260,902
228,622
193,563
139,834
(1)
Gross revenues include revenues from NNN’s continuing and discontinued operations. Prior to January 1, 2014, in accordance with FASB guidance on Accounting for the Impairment or Disposal of Long-Lived Assets, NNN classified the revenues related to (i) all Properties which generated revenue that were sold and a leasehold interest which expired and (ii) all Properties which generated revenue and were held for sale at December 31, 2013, as discontinued operations. Effective January 1, 2014, NNN early adopted ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposal of Components of an Entity.” Therefore, only disposals representing a strategic shift in operations are to be presented as discontinued operations. This requires the Company to continue to classify any Property disposal or Property classified as held for sale as of December 31, 2013, as discontinued operations prospectively. Therefore, the revenues and expenses related to these properties are presented as discontinued operations as of December 31, 2014. The Company has not classified any additional properties as discontinued operations subsequent to December 31, 2013.
18
(2)
The National Association of Real Estate Investment Trusts (“NAREIT”) developed Funds from Operations (“FFO”) as a relative non-GAAP financial measure of performance of a REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under U.S. generally accepted accounting principles (“GAAP”). FFO is defined by NAREIT and is used by NNN as follows: net earnings (computed in accordance with GAAP) plus depreciation and amortization of real estate assets, excluding gains (or losses) on the disposition of certain assets, any impairment charges on a depreciable real estate asset and NNN’s share of these items from NNN’s unconsolidated partnerships and joint ventures.
Funds From Operations (FFO) Reconciliation
FFO is generally considered by industry analysts to be an appropriate measure of operating performance of real estate companies. FFO does not necessarily represent cash provided by operating activities in accordance with GAAP and should not be considered an alternative to net income as an indication of NNN’s operating performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers FFO an appropriate measure of operating performance of an equity REIT because it primarily excludes the assumption that the value of the real estate assets diminishes
predictably over time, and because industry analysts have accepted it as an operating performance measure. NNN’s computation of FFO may differ from the methodology for calculating FFO used by other equity REITs, and therefore, may not be comparable to such other REITs.
The following table reconciles FFO to the most directly comparable GAAP measure, net earnings for the years ended December 31:
2015
2014
2013
2012
2011
Reconciliation of funds from operations:
Net earnings attributable to NNN’s stockholders
$
197,836
$
190,601
$
160,145
$
142,015
$
92,325
Series C preferred stock dividends
—
—
—
(1,979
)
(6,785
)
Series D preferred stock dividends
(19,047
)
(19,047
)
(19,047
)
(15,449
)
—
Series E preferred stock dividends
(16,387
)
(16,387
)
(8,876
)
—
—
Excess of redemption value over carrying value of Series C preferred shares redeemed
—
—
—
(3,098
)
—
Net earnings available to common stockholders
162,402
155,167
132,222
121,489
85,540
Real estate depreciation and amortization:
Continuing operations
134,380
115,888
99,048
73,685
52,270
Discontinued operations
—
3
343
1,381
1,866
Joint venture real estate depreciation
—
—
—
112
176
Joint venture gain on disposition of real estate
—
—
—
(2,341
)
—
Gain on disposition of real estate, net of income tax and noncontrolling interest
(10,397
)
(10,904
)
(5,442
)
(10,956
)
(449
)
Impairment losses – depreciable real estate, net of recoveries and income tax
2,808
748
2,451
10,193
431
FFO available to common stockholders
$
289,193
$
260,902
$
228,622
$
193,563
$
139,834
For a discussion of material events affecting the comparability of the information reflected in the selected financial data, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
19
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with "Item 6. Selected Financial Data," and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K, and the forward-looking disclaimer language in italics before "Item 1. Business."
The term "NNN" or the "Company" refers to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain subsidiaries as taxable real estate investment trust subsidiaries. These subsidiaries and their majority owned and controlled subsidiaries are collectively referred to as the "TRS."
At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries ("TRS Revocation Election"). This TRS Revocation Election resulted in an additional tax expense of approximately
$9,607,000
for 2015.
Overview
NNN, a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. NNN's assets include: real estate assets, mortgages and notes receivable, and commercial mortgage residual interests. 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").
NNN owned
2,257
Properties, with an aggregate gross leasable area of approximately
24,964,000
square feet, located in
47
states, with a weighted average remaining lease term of
11.4
years as of December 31, 2015. Approximately
99
percent of the Properties were leased as of
December 31, 2015
.
NNN’s management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. The key indicators for NNN include items such as: the composition of the Property Portfolio (such as tenant, geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance ratios and profitability measures, and industry trends and performance compared to that of NNN.
NNN evaluates the creditworthiness of its current and prospective tenants. This evaluation includes reviewing available financial statements, evaluating store level financial performance, press releases, public credit ratings from major credit rating agencies, industry news publications, financial market data (debt and equity pricing), and developing a thorough understanding of the tenant's business and operations, including periodically meeting with senior management of certain tenants.
NNN continues to maintain its diversification by tenant, geography and tenant’s line of trade. NNN’s highest lines of trade concentrations are the convenience store and restaurant (including full and limited service) sectors. These sectors represent a large part of the freestanding retail property marketplace and NNN’s management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in the south and southeast United States, which are regions of historically above-average population growth. Given these concentrations, any financial hardship within these sectors or geographic regions, respectively, could have a material adverse effect on the financial condition and operating performance of NNN.
As of the years ended December 31,
2015
,
2014
and
2013
, the Property Portfolio has remained at least
98
percent leased. As of December 31, 2015, the average remaining lease term of the Property Portfolio was
11.4
years, and has remained fairly constant over the past three years which, coupled with its net lease structure, provides enhanced probability of maintaining occupancy and operating earnings.
Critical Accounting Policies and Estimates
The preparation of NNN’s consolidated financial statements in conformance with accounting principles generally accepted in the United States of America requires management to make estimates on assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as other disclosures in the financial statements. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on NNN’s financial statements. A summary of NNN’s accounting policies and procedures are included in Note 1 of NNN’s consolidated financial statements. Management believes the following critical accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of NNN’s consolidated financial statements.
Real Estate Portfolio.
NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of properties developed or funded by NNN includes direct and indirect costs of construction, property taxes, interest and other
20
miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.
Purchase Accounting for Acquisition of Real Estate Subject to a Lease
. In accordance with the Financial Accounting Standards Board ("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, value of in-place leases, and based in each case on their fair values. Acquisition and closing costs incurred on the acquisition of real estate with an in-place lease is expensed as incurred and recorded as real estate acquisition costs.
Impairment – Real Estate.
Based upon certain events or changes in circumstances, management periodically assesses its Properties for possible impairment whenever the carrying value 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 or the ability of NNN to re-lease or sell properties that are vacant or become vacant in a reasonable period of time. Management evaluates whether an impairment in carrying value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying value of the individual asset. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its estimated fair value.
Real Estate – Held For Sale.
Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value, less costs to sell.
Commercial Mortgage Residual Interests, at Fair Value
. Commercial mortgage residual interests, classified as available for sale, are reported at their market values with unrealized gains and losses reported as other comprehensive income in stockholders’ equity. NNN recognizes the excess of all cash flows attributable to the commercial mortgage residual interests estimated at the acquisition/transaction date over the initial investment (the accretable yield) as interest income over the life of the beneficial interest using the effective yield method. Losses are considered other than temporary valuation impairments if and when there has been a change in the timing or amount of estimated cash flows, exclusive of changes in interest rates, that leads to a loss in value.
Revenue Recognition
. Rental revenues for properties under construction commence upon completion of construction of the leased asset and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are recognized when earned in accordance with the FASB guidance on accounting for leases, based on the terms of the lease of the leased asset.
NNN's real estate is generally leased to tenants on a net lease basis, whereby the tenant is responsible for all operating expenses relating to the Property, generally including property taxes, insurance, maintenance, utilities, repairs and capital expenditures. The leases are accounted for using either the operating or the direct financing method. Such methods are described below:
Operating method
– Properties with leases accounted for using the operating method are recorded at the cost of the real estate. Revenue is recognized as rentals are earned and expenses (including depreciation) are charged to operations as incurred. Buildings are depreciated on the straight-line method over their estimated useful lives. Leasehold interests are amortized on the straight-line method over the terms of their respective leases. When scheduled rental revenue varies during the lease term, income is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis.
Direct financing method
– Properties with leases accounted for using the direct financing method are recorded at their net investment (which at the inception of the lease generally represents the cost of the Property). Unearned income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of return on NNN’s net investment in the leases.
New Accounting Pronouncements.
Refer to Note 1 of the
December 31, 2015
, Consolidated Financial Statements.
Use of Estimates.
Additional critical accounting policies of NNN include management’s estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Additional critical accounting policies include management’s estimates of the useful lives used in calculating depreciation expense relating to real estate assets, the recoverability of the carrying value of long-lived assets, including the commercial mortgage residual interests, the recoverability of the income tax benefit, and the collectibility of receivables from tenants, including accrued rental income. Actual results could differ from those estimates.
21
Results of Operations
Property Analysis
General.
The following table summarizes the Property Portfolio as of December 31:
2015
2014
2013
Properties Owned:
Number
2,257
2,054
1,860
Total gross leasable area (square feet)
24,964,000
22,479,000
20,402,000
Properties:
Leased and unimproved land
2,236
2,025
1,827
Percent of Properties – leased and unimproved land
99
%
99
%
98
%
Weighted average remaining lease term (years)
11.4
11.6
11.8
Total gross leasable area (square feet) – leased
24,544,000
21,938,000
19,872,000
The following table summarizes the lease expirations, assuming none of the tenants exercise renewal options, of the Property Portfolio for each of the next 10 years and then thereafter in the aggregate as of
December 31, 2015
:
% of
Annual
Base Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
% of
Annual
Base Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
2016
1.0%
27
363,000
2022
5.6%
96
1,143,000
2017
3.0%
52
1,084,000
2023
2.5%
55
903,000
2018
6.3%
183
1,645,000
2024
2.6%
49
767,000
2019
3.4%
80
1,109,000
2025
5.3%
132
996,000
2020
4.3%
137
1,550,000
Thereafter
61.3%
1,302
13,713,000
2021
4.7%
116
1,271,000
(1)
Based on the annualized base rent for all leases in place as of
December 31, 2015
.
(2)
Approximate square feet.
The following table summarizes the diversification of the Property Portfolio based on the top 10 lines of trade:
% of Annual Base Rent
(1)
Top 10 Lines of Trade
2015
2014
2013
1.
Convenience stores
16.7%
18.0%
19.7%
2.
Restaurants - full service
11.0%
9.1%
9.7%
3.
Restaurants - limited service
7.2%
6.5%
5.5%
4.
Automotive service
7.0%
7.2%
7.6%
5.
Family entertainment centers
5.6%
5.1%
2.3%
6.
Theaters
5.2%
5.2%
4.5%
7.
Automotive parts
4.2%
4.7%
5.1%
8.
Health and fitness
3.8%
3.9%
4.3%
9.
Recreational vehicle dealers, parts and accessories
3.6%
3.1%
3.2%
10.
Banks
3.4%
3.7%
4.1%
Other
32.3%
33.5%
34.0%
100.0%
100.0%
100.0%
(1)
Based on annualized base rent for all leases in place as of December 31 of the respective year.
22
The following table summarizes the diversification of the Property Portfolio by state as of
December 31, 2015
:
State
# of Properties
% of Annual Base Rent
(1)
1.
Texas
438
19.7%
2.
Florida
181
9.3%
3.
Ohio
122
5.2%
4.
North Carolina
136
5.2%
5.
Illinois
79
4.9%
6.
Georgia
111
4.5%
7.
Virginia
88
3.8%
8.
Indiana
91
3.8%
9.
Alabama
97
3.2%
10.
Tennessee
74
3.0%
Other
840
37.4%
2,257
100.0%
(1)
Based on annualized base rent for all leases in place as of
December 31, 2015
.
Property Acquisitions.
The following table summarizes the Property acquisitions for each of the years ended December 31 (dollars in thousands):
2015
2014
2013
Acquisitions:
Number of Properties
221
221
275
Gross leasable area (square feet)
2,706,000
2,417,000
1,652,000
Initial cash yield
7.2
%
7.5
%
7.8
%
Total dollars invested
(1)
$
726,303
$
618,145
$
629,896
(1)
Includes dollars invested in projects under construction or tenant improvements for each respective year.
NNN typically funds Property acquisitions either through borrowings under NNN's unsecured revolving credit facility (the "Credit Facility") or by issuing its debt or equity securities in the capital markets.
Property Dispositions.
The following table summarizes the Properties sold by NNN for each of the years ended December 31 (dollars in thousands):
2015
2014
2013
Number of properties
19
27
35
Gross leasable area (square feet)
232,000
317,000
360,000
Net sales proceeds
$
39,116
$
55,378
$
61,000
Gain, net of income tax expense and noncontrolling interests
(1)
$
10,450
$
11,424
$
5,595
Cap rate
5.9
%
7.2
%
7.5
%
(1)
Amounts include deferred gains on previously sold properties.
NNN typically uses the proceeds from a Property disposition to either pay down the Credit Facility or reinvest in real estate.
23
Analysis of Revenue from Continuing Operations
General.
During the year ended
December 31, 2015
, NNN’s rental income increased primarily due to the increase in rental income from Property acquisitions (See "Results of Operations – Property Analysis – Property Acquisitions"). NNN anticipates increases in rental income will continue to come from additional Property acquisitions and increases in rents pursuant to existing lease terms.
The following summarizes NNN’s revenues from continuing operations (dollars in thousands):
2015
2014
2013
Percent of Total
2015
Versus
2014
Percent
2014
Versus
2013
Percent
2015
2014
2013
Rental Income
(1)
$
465,282
$
416,842
$
376,424
96.3
%
95.9
%
95.6
%
11.6
%
10.7
%
Real estate expense reimbursement from tenants
14,868
13,875
13,340
3.1
%
3.2
%
3.4
%
7.2
%
4.0
%
Interest and other income from real estate transactions
986
2,296
1,471
0.2
%
0.5
%
0.4
%
(57.1
)%
56.1
%
Interest income on commercial mortgage residual interests
1,778
1,834
2,290
0.4
%
0.4
%
0.6
%
(3.1
)%
(19.9
)%
Total revenues from continuing operations
$
482,914
$
434,847
$
393,525
100.0
%
100.0
%
100.0
%
11.1
%
10.5
%
(1)
Includes rental income from operating leases, earned income from direct financing leases and percentage rent from continuing operations ("Rental Income").
Comparison of Revenues from Continuing Operations – 2015 versus 2014
Rental Income.
Rental Income increased in amount and as a percent of the total revenues from continuing operations for the year ended December 31, 2015 as compared to the same period in 2014. The increase for the year ended December 31, 2015, is primarily due to a partial year of Rental Income received as a result of the acquisition of 221 properties with aggregate gross leasable area of approximately 2,706,000 during 2015 and a full year of Rental Income received as a result of the acquisition of 221 properties with a gross leasable area of approximately 2,417,000 square feet in 2014. During the year ended December 31, 2015, NNN recorded $1,950,000 of rental revenue from a settlement with a prior tenant.
Real Estate Expense Reimbursement from Tenants.
Real estate expense reimbursements from tenants increased for the year ended December 31, 2015, as compared to the same period in 2014, but decreased as a percentage of total revenues from continuing operations for the same period. The increase is primarily attributable to a full year of reimbursements from properties acquired in 2014 and a partial year of reimbursements from certain newly acquired properties in 2015.
Comparison of Revenues from Continuing Operations – 2014 versus 2013
Rental Income.
Rental Income increased in amount and as a percent of the total revenues from continuing operations for the year ended December 31, 2014 as compared to the same period in 2013. The increase for the year ended December 31, 2014, is primarily due to a partial year of Rental Income received as a result of the acquisition of 221 properties with aggregate gross leasable area of approximately 2,417,000 during 2014 and a full year of Rental Income received as a result of the acquisition of 275 properties with a gross leasable area of approximately 1,652,000 square feet in 2013. In addition, the increase was partially offset by a $613,000 decrease in lease termination fees for the year ended December 31, 2014, as compared to December 31, 2013.
Real Estate Expense Reimbursement from Tenants.
Real estate expense reimbursements from tenants increased for the year ended December 31, 2014, as compared to the same period in 2013, but decreased as a percentage of total revenues from continuing operations for the same period. The increase is primarily attributable to a full year of reimbursements from properties acquired in 2013 and a partial year of reimbursements from certain newly acquired properties in 2014.
24
Analysis of Expenses from Continuing Operations
General.
Operating expenses from continuing operations increased primarily due to an increase in depreciation expense and an increase in impairments during the year ended December 31, 2015, as compared to the same period in 2014. The following summarizes NNN’s expenses from continuing operations (dollars in thousands):
2015
2014
2013
General and administrative
$
34,736
$
32,518
$
31,095
Real estate
19,774
18,905
18,497
Depreciation and amortization
134,798
116,162
99,274
Impairment – commercial mortgage residual interests valuation
531
256
1,185
Impairment losses and other charges, net of recoveries
4,420
760
3,580
Total operating expenses
$
194,259
$
168,601
$
153,631
Interest and other income
$
(109
)
$
(357
)
$
(1,493
)
Interest expense
90,008
85,510
85,822
Real estate acquisition costs
927
1,391
1,485
Total other expenses (revenues)
$
90,826
$
86,544
$
85,814
Percentage of Total Expenses
Percentage of
Revenues from
Continuing Operations
2015
Versus
2014
Percent
2014
Versus
2013
Percent
2015
2014
2013
2015
2014
2013
General and administrative
17.9
%
19.3
%
20.3
%
7.2
%
7.5
%
7.9
%
6.8
%
4.6
%
Real estate
10.2
%
11.2
%
12.0
%
4.1
%
4.3
%
4.7
%
4.6
%
2.2
%
Depreciation and amortization
69.4
%
68.9
%
64.6
%
27.9
%
26.7
%
25.2
%
16.0
%
17.0
%
Impairment – commercial mortgage
residual interests valuation
0.3
%
0.2
%
0.8
%
0.1
%
0.1
%
0.3
%
107.4
%
(78.4
)%
Impairment losses and other
charges, net of recoveries
2.2
%
0.4
%
2.3
%
0.9
%
0.2
%
0.9
%
481.6
%
(78.8
)%
Total operating expenses
100.0
%
100.0
%
100.0
%
40.2
%
38.8
%
39.0
%
15.2
%
9.7
%
Interest and other income
(0.1
)%
(0.4
)%
(1.7
)%
—
(0.1
)%
(0.4
)%
(69.5
)%
(76.1
)%
Interest expense
99.1
%
98.8
%
100.0
%
18.6
%
19.7
%
21.8
%
5.3
%
(0.4
)%
Real estate acquisition costs
1.0
%
1.6
%
1.7
%
0.2
%
0.3
%
0.4
%
(33.4
)%
(6.3
)%
Total other expenses (revenues)
100.0
%
100.0
%
100.0
%
18.8
%
19.9
%
21.8
%
4.9
%
0.9
%
Comparison of Expenses from Continuing Operations – 2015 versus 2014
General and Administrative Expenses.
General and administrative expenses increased for the year ended December 31, 2015, as compared to the same period in 2014, but decreased both as a percentage of total operating expenses and as a percentage of revenues from continuing operations. The increase in general and administrative expenses for the year ended December 31, 2015, is primarily attributable to an increase in incentive compensation.
Real Estate.
Real estate expenses increased for the year ended December 31, 2015, as compared to the same period in 2014, but decreased both as a percentage of total operating expenses and as a percentage of revenues from continuing operations. The increase is primarily due to the increase in tenant reimbursable expenses related to a partial year of reimbursable expenses from certain properties acquired in 2015 and a full year of reimbursable expenses from certain properties acquired in 2014.
25
Depreciation and Amortization.
Depreciation and amortization expenses increased in amount and as a percentage of total operating expenses and as a percentage of revenues from continuing operations for the year ended December 31, 2015, as compared to the year ended December 31, 2014. The increase in expenses is primarily due to the acquisition of 221 properties with an aggregate gross leasable area of approximately 2,706,000 square feet in 2015 and 221 properties with an aggregate gross leasable area of approximately 2,417,000 square feet during 2014.
Impairment Losses and Other Charges, Net of Recoveries.
NNN reviews long-lived assets for impairment whenever certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Events or circumstances that may occur include changes in real estate market conditions, the ability of NNN to re-lease properties that are currently vacant or become vacant, and the ability to sell properties at an attractive price. Management evaluates whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying cost of the individual asset. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its fair value. During the years ended December 31, 2015 and 2014, NNN recorded $3,970,000 and $760,000, respectively, of real estate impairments. NNN also recorded a $450,000 loss on the sale of a mortgage receivable during the year ended December 31, 2015.
Interest Expense.
Interest expense increased in total and as a percentage of total other expenses (revenues) for the year ended December 31, 2015, as compared to the same period in 2014, and decreased as a percentage of revenues from continuing operations.
The following represents the primary changes in debt that have impacted interest expense:
(i)
the issuance in May 2014 of $350,000,000 principal amount of notes payable with a maturity of June 2024, and stated interest rate of 3.900%;
(ii)
the repayment in June 2014 of $150,000,000 principal amount of notes payable with a stated interest rate of 6.250%;
(iii)
the assumption of a mortgage in September 2014 of $2,824,000 in connection with a Property acquisition with an interest rate of 6.400%;
(iv)
the assumption of a mortgage in November 2014 of $14,430,000 in connection with the acquisition of Properties with an interest rate of 5.230%;
(v)
the issuance in October 2015 of $400,000,000 principal amount of notes payable with a maturity of November 2025, and stated interest rate of 4.000%
(vi)
the repayment in December 2015 of $150,000,000 principal amount of notes payable with a stated interest rate of 6.150%; and
(vii)
the increase of $22,092,000 in the weighted average debt outstanding on the Credit Facility for the year ended December 31, 2015, as compared to the same period in 2014, and a slightly lower weighted average interest rate for the year ended December 31, 2015, as compared to the same period in 2014.
Comparison of Expenses from Continuing Operations – 2014 versus 2013
General and Administrative Expenses.
General and administrative expenses increased for the year ended December 31, 2014, as compared to the same period in 2013, but decreased both as a percentage of total operating expenses and as a percentage of revenues from continuing operations. The increase in general and administrative expenses for the year ended December 31, 2014, is primarily attributable to an increase in incentive compensation.
Real Estate.
Real estate expenses increased for the year ended December 31, 2014, as compared to the same period in 2013, but decreased both as a percentage of total operating expenses and as a percentage of revenues from continuing operations. The increase is primarily due to the increase in tenant reimbursable expenses related to a partial year of reimbursable expenses from certain properties acquired in 2014 and a full year of reimbursable expenses from certain properties acquired in 2013. Additionally, real estate expenses incurred on vacant properties increased for the year ended December 31, 2014. The increase was partially offset by a decrease in real estate expenses that are not reimbursable by the tenant for the year ended December 31, 2014, as compared to the same period in 2013.
Depreciation and Amortization.
Depreciation and amortization expenses increased in amount and as a percentage of total operating expenses and as a percentage of revenues from continuing operations for the year ended December 31, 2014, as compared to the year ended December 31, 2013. The increase in expenses is primarily due to the acquisition of 221 properties with an aggregate gross leasable area of approximately 2,417,000 square feet in 2014 and 275 properties with an aggregate gross leasable area of approximately 1,652,000 square feet during 2013.
26
Interest Expense.
Interest expense decreased for the year ended December 31, 2014, as compared to the same period in 2013, and decreased as a percentage of revenues from continuing operations and as a percentage of total other expenses (revenues).
The following represents the primary changes in debt that have impacted interest expense:
(i)
the issuance in April 2013 of $350,000,000 principal amount of notes payable with a maturity of April 2023, and stated interest rate of 3.300%;
(ii)
the settlement of $223,035,000 principal amount of 5.125% convertible notes payable in 2013;
(iii)
the issuance in May 2014 of $350,000,000 principal amount of notes payable with a maturity of June 2024, and stated interest rate of 3.900%;
(iv)
the repayment in June 2014 of $150,000,000 principal amount of notes payable with a stated interest rate of 6.250%;
(v)
the assumption of a mortgage in September 2014 of $2,824,000 in connection with a Property acquisition with an interest rate of 6.400%;
(vi)
the assumption of a mortgage in November 2014 of $14,430,000 in connection with the acquisition of Properties with an interest rate of 5.230%; and
(vii)
the increase of $15,188,000 in the weighted average debt outstanding on the Credit Facility for the year ended December 31, 2014, as compared to the same period in 2013.
Impact of Inflation
NNN’s leases typically contain provisions to mitigate the adverse impact of inflation on NNN’s results of operations. Tenant leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, and/or, to a lesser extent, increases in the tenant’s sales volume. During times when inflation is greater than increases in rent, rent increases will not keep up with the rate of inflation.
Properties are leased to tenants under long-term, net leases which typically require the tenant to pay certain operating expenses for a Property, thus, NNN’s exposure to inflation is reduced with respect to these expenses. Inflation may have an adverse impact on NNN’s tenants.
Liquidity
General
. NNN’s demand for funds has been and will continue to be primarily for (i) payment of operating expenses and cash dividends; (ii) Property acquisitions and development; (iii) origination of mortgages and notes receivable; (iv) capital expenditures; (v) payment of principal and interest on its outstanding indebtedness; and (vi) other investments.
NNN expects to meet short-term liquidity requirements through cash provided from operations and NNN’s Credit Facility. As of
December 31, 2015
, there was
no
outstanding balance and
$650,000,000
was available for future borrowings under the Credit Facility. NNN anticipates its long-term capital needs will be funded by the Credit Facility, cash provided from operations, the issuance of long-term debt or the issuance of common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to NNN.
27
Cash and Cash Equivalents.
The table below summarizes NNN’s cash flows for each of the years ended December 31 (dollars in thousands):
2015
2014
2013
Cash and cash equivalents:
Provided by operating activities
$
341,095
$
296,733
$
274,421
Used in investing activities
(644,544
)
(541,558
)
(568,040
)
Provided by financing activities
307,105
253,944
293,028
Increase (decrease)
3,656
9,119
(591
)
Net cash at beginning of period
10,604
1,485
2,076
Net cash at end of period
$
14,260
$
10,604
$
1,485
Cash provided by operating activities represents cash received primarily from Rental Income and interest income less cash used for general and administrative expenses. NNN’s cash flow from operating activities has been sufficient to pay the distributions for each period presented. The change in cash provided by operations for the
years ended December 31, 2015, 2014 and 2013
, is primarily the result of changes in revenues and expenses as discussed in “Results of Operations.” Cash generated from operations is expected to fluctuate in the future.
Changes in cash for investing activities are primarily attributable to acquisitions and dispositions of Properties. NNN typically uses proceeds from its Credit Facility to fund the acquisition of its Properties.
NNN’s financing activities for the year ended December 31,
2015
, included the following significant transactions:
•
$395,436,000 in net proceeds from the issuance of the 4.00% notes payable in October,
•
$150,000,000 in repayment of the 6.15% notes payable in December,
•
$7,182,000
in net proceeds from the issuance of
196,584
shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan (“DRIP”),
•
$321,067,000 in net proceeds from the issuance of 8,573,533 shares of common stock in connection with the at-the-market ("ATM") equity program,
•
$19,047,000
in dividends paid to holders of the depositary shares of NNN’s Series D Preferred Stock,
•
$
16,387,000
in dividends paid to holders of the depositary shares of NNN’s Series E Preferred Stock, and
•
$228,699,000
in dividends paid to common stockholders.
Financing Strategy.
NNN’s financing objective is to manage its capital structure effectively in order to provide sufficient capital to execute its operating strategy while servicing its debt requirements, maintaining its investment grade credit rating, staggering debt maturities and providing value to NNN’s stockholders. NNN generally utilizes debt and equity security offerings, bank borrowings, proceeds from the disposition of certain properties, and to a lesser extent, internally generated funds to meet its capital needs.
NNN typically funds its short-term liquidity requirements, including investments in additional Properties, with cash from its Credit Facility. As of December 31,
2015
, there was
no
outstanding balance and
$650,000,000
was available for future borrowings under the Credit Facility.
As of December 31,
2015
, NNN’s ratio of total debt to total gross assets (before accumulated depreciation and amortization) was approximately
33
percent and the ratio of secured indebtedness to total gross assets was less than
one
percent. The ratio of total debt to total market capitalization was approximately
25
percent. Certain financial agreements to which NNN is a party contain covenants that limit NNN’s ability to incur additional debt under certain circumstances. The organizational documents of NNN do not limit the absolute amount or percentage of indebtedness that NNN may incur. Additionally, NNN may change its financing strategy.
28
Contractual Obligations and Commercial Commitments
. The information in the following table summarizes NNN’s contractual obligations and commercial commitments outstanding as of December 31,
2015
. The table presents principal cash flows by year-end of the expected maturity for debt obligations and commercial commitments outstanding as of December 31,
2015
.
Expected Maturity Date (dollars in thousands)
Total
2016
2017
2018
2019
2020
Thereafter
Long-term debt
(1)
$
1,998,414
$
7,196
$
253,276
$
538
$
567
$
596
$
1,736,241
Operating lease
7,176
714
728
743
758
773
3,460
Total contractual cash obligations
(2)
$
2,005,590
$
7,910
$
254,004
$
1,281
$
1,325
$
1,369
$
1,739,701
(1)
Includes only principal amounts outstanding under mortgages payable and notes payable and excludes unamortized mortgage premiums and note discounts and note costs.
(2)
Excludes $20,113 of accrued interest payable.
In addition to the contractual obligations outlined above, NNN has committed to fund construction commitments on leased Properties. The improvements are estimated to be completed within 12 months. These construction commitments, at December 31,
2015
, are outlined in the table below (dollars in thousands):
Number of properties
27
Total commitment
(1)
$
116,394
Amount funded
$
87,406
Remaining commitment
$
28,988
(1)
Includes land, construction costs, tenant improvements and lease costs.
As of December 31,
2015
, NNN did not have any other material contractual cash obligations, such as purchase obligations, financing lease obligations or other long-term liabilities other than those reflected in the table. In addition to items reflected in the table, NNN has issued preferred stock with cumulative preferential cash distributions, as described below under “Dividends.”
Management anticipates satisfying these obligations with a combination of NNN’s cash provided from operations, current capital resources on hand, its Credit Facility, debt or equity financings and asset dispositions.
Generally the Properties are leased under long-term net leases. Therefore, management anticipates that capital demands to meet obligations with respect to these Properties will be modest for the foreseeable future and can be met with funds from operations and working capital. Certain of the Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the Property. Management anticipates the costs associated with the vacant Properties or those Properties that become vacant will also be met with funds from operations and working capital. NNN may be required to borrow under its Credit Facility or use other sources of capital in the event of significant capital expenditures.
The lost revenues and increased property expenses resulting from vacant Properties or uncollectibility of lease revenues could have a material adverse effect on the liquidity and results of operations if NNN is unable to release the Properties at comparable rental rates and in a timely manner. As of December 31,
2015
, NNN owned
21
vacant, un-leased Properties which accounted for approximately
one
percent of total Properties. Additionally, as of January 31, 2016, less than
one
percent of the total gross leasable area of the Property Portfolio was leased to tenants that have filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, these tenants have the right to reject or affirm their leases with NNN.
Dividends.
NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, as amended, and related regulations and intends to continue to operate so as to remain qualified as a REIT for federal income tax purposes. NNN generally will not be subject to federal income tax on income that it distributes to its stockholders, provided that it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. If NNN fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four years following the year during which qualification is lost. Such an event could materially adversely affect NNN’s income and ability to pay dividends.
One of NNN’s primary objectives, consistent with its policy of retaining sufficient cash for reserves and working capital purposes and maintaining its status as a REIT, is to distribute a substantial portion of its funds available from operations to its stockholders in the form of dividends.
29
The following table outlines the dividends declared and paid for NNN's common stock for the years ended December 31 (dollars in thousands, except per share data):
2015
2014
2013
Dividends
$
228,699
$
204,157
$
189,107
Per share
1.710
1.650
1.600
The following presents the characterizations for tax purposes of such common stock dividends for the years ended December 31:
2015
2014
2013
Ordinary dividends
$
1.363294
79.7248
%
$
1.306992
79.2116
%
$
1.224568
76.5355
%
Qualified dividends
0.019005
1.1114
%
0.006212
0.3765
%
0.056784
3.5490
%
Capital gain
0.007806
0.4565
%
0.008603
0.5214
%
—
—
Unrecaptured Section 1250 Gain
0.011055
0.6465
%
0.015362
0.9310
%
0.000650
0.0406
%
Nontaxable distributions
0.308840
18.0608
%
0.312831
18.9595
%
0.317998
19.8749
%
$
1.710000
100.0000
%
$
1.650000
100.0000
%
$
1.600000
100.0000
%
On
January 15, 2016
, NNN declared a dividend of
$0.435
per share, payable
February 16, 2016
to its common stockholders of record as of
January 29, 2016
.
Holders of NNN’s preferred stock issuances are entitled to receive, when and as authorized by the Board of Directors, cumulative preferential cash distributions based on the stated rate and liquidation preference per annum. The following table outlines the dividends declared and paid for NNN's preferred stock for the years ended December 31 (dollars in thousands, except per share data):
2015
2014
2013
Series D Preferred Stock
(1)
:
Dividends
19,047
19,047
19,047
Per share
1.656250
1.656250
1.656250
Series E Preferred Stock
(2)
:
Dividends
16,387
16,387
8,876
Per share
1.425000
1.425000
0.771875
(1)
The Series D Preferred Stock has no maturity date and will remain outstanding unless redeemed.
(2)
The Series E Preferred Stock dividends paid during the quarter ended September 30, 2013 include accumulated and unpaid dividends from the issuance date through the declaration date. The Series E Preferred Stock has no maturity date and will remain outstanding unless redeemed.
The following presents the characterizations for tax purposes of such preferred stock dividends for the years ended December 31:
2015
2014
2013
Series E
Series D
Percentage of Total
Series E
Series D
Percentage of Total
Series E
(1)
Series D
Percentage of Total
Ordinary dividends
$
1.385670
$
1.610538
97.2400
%
$
1.393700
$
1.619870
97.8035
%
$
0.741150
$
1.590323
96.0195
%
Qualified dividends
0.020141
0.023409
1.4134
%
0.005738
0.006670
0.4027
%
0.030332
0.065084
3.9296
%
Capital gain
0.007937
0.009225
0.5570
%
0.009177
0.010666
0.6440
%
—
—
—
Unrecaptured Section 1250 Gain
0.011252
0.013078
0.7896
%
0.016385
0.019044
1.1498
%
0.000393
0.000843
0.0509
%
$
1.425000
$
1.656250
100.0000
%
$
1.425000
$
1.656250
100.0000
%
$
0.771875
$
1.656250
100.0000
%
(1)
The Series E preferred stock was issued in May 2013.
30
Capital Resources
Generally, cash needs for Property acquisitions, mortgages and notes receivable investments, debt payments, capital expenditures, development and other investments have been funded by equity and debt offerings, bank borrowings, the sale of properties and, to a lesser extent, by internally generated funds. Cash needs for operating and interest expenses and dividends have generally been funded by internally generated funds. If available, future sources of capital include proceeds from the public or private offering of NNN’s debt or equity securities, secured or unsecured borrowings from banks or other lenders, proceeds from the sale of properties, as well as undistributed funds from operations.
Debt
The following is a summary of NNN’s total outstanding debt as of December 31 (dollars in thousands):
2015
Percentage
of Total
2014
Percentage
of Total
Mortgages payable
23,964
1.2
%
26,182
1.5
%
Notes payable
1,951,980
98.8
%
1,703,709
98.5
%
Total outstanding debt
$
1,975,944
100.0
%
$
1,729,891
100.0
%
Indebtedness.
NNN expects to use indebtedness primarily for property acquisitions and development of single-tenant retail properties, either directly or through investment interests, and mortgages and notes receivable. Additionally, indebtedness may be used to refinance existing indebtedness.
Line of Credit Payable.
In October 2014, NNN amended and restated its credit agreement increasing the borrowing capacity under its unsecured revolving credit facility from $
500,000,000
to
$650,000,000
and amended certain other terms under the former revolving credit facility (as the context requires, the previous and new revolving credit facility, the “Credit Facility”). The Credit Facility had a weighted average outstanding balance of
$78,682,000
and a weighted average interest rate of
1.1%
for the year ended
December 31, 2015
. The Credit Facility matures
January 2019
, with an option to extend maturity to
January 2020
. As of
December 31, 2015
, 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
. As of
December 31, 2015
, there was
no
outstanding balance and
$650,000,000
was available for future borrowings under the Credit Facility.
In accordance with the terms of the Credit Facility, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage, and (iv) investment limitations. At
December 31, 2015
, NNN was in compliance with those covenants. In the event that NNN violates any of these restrictive financial covenants, it could cause the indebtedness under the Credit Facility to be accelerated and may impair NNN’s access to the debt and equity markets and limit NNN’s ability to pay dividends to its common and preferred stockholders, each of which would likely have a material adverse impact on NNN’s financial condition and results of operations.
31
Mortgages Payable.
The following table outlines the mortgages payable included in NNN’s consolidated financial statements (dollars in thousands):
Entered
(1)
Initial Balance
Interest
Rate
Maturity
(2)
Carrying
Value of
Encumbered
Asset(s)
(3)
Outstanding Principal
Balance at December 31,
2015
2014
December 2001
$
698
9.00%
April 2019
$
—
$
—
$
223
December 2001
485
9.00%
April 2019
—
—
116
February 2004
6,952
6.90%
January 2017
10,313
848
1,577
March 2005
1,015
8.14%
September 2016
—
—
222
June 2012
(4)(5)
6,850
5.75%
April 2016
8,341
5,890
6,180
September 2014
(4)
2,957
6.40%
February 2017
3,691
2,804
2,922
November 2014
(4)
15,151
5.23%
July 2023
21,889
14,555
15,099
$
44,234
24,097
26,339
Debt costs
(226
)
(226
)
Accumulated amortization
93
69
Debt costs, net of accumulated amortization
(133
)
(157
)
Mortgages payable, including unamortized premium and net of unamortized debt costs
$
23,964
$
26,182
(1)
Date entered represents the date that NNN acquired real estate subject to a mortgage securing a loan.
(2)
Monthly payments include interest and principal, if any; the balance is due at maturity.
(3)
Each loan is secured by a first mortgage lien on certain of the Properties. The carrying values of the assets at
December 31, 2015
.
(4)
Initial balance and outstanding principal balance includes unamortized premium.
(5)
NNN repaid the outstanding principal balance in January 2016.
32
Notes Payable.
Each of NNN’s outstanding series of non-convertible notes is summarized in the table below (dollars in thousands):
Notes
(1)
Issue Date
Principal
Discount
(2)
Net
Price
Stated
Rate
Effective
Rate
(3)
Maturity
Date
2017
(4)
September 2007
250,000
877
249,123
6.875%
6.924%
October 2017
2021
(5)
July 2011
300,000
4,269
295,731
5.500%
5.689%
July 2021
2022
August 2012
325,000
4,989
320,011
3.800%
3.985%
October 2022
2023
(6)
April 2013
350,000
2,594
347,406
3.300%
3.388%
April 2023
2024
(7)
May 2014
350,000
707
349,293
3.900%
3.924%
June 2024
2025
(8)
October 2015
400,000
964
399,036
4.000%
4.029%
November 2025
(1)
The proceeds from the note issuance were used to pay down outstanding indebtedness of NNN’s Credit Facility, fund future property acquisitions and for general corporate purposes.
(2)
The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest method.
(3)
Includes the effects of the discount.
(4)
NNN entered into an interest rate hedge with a notional amount of $100,000. Upon issuance of the 2017 Notes, NNN terminated the interest rate hedge agreement resulting in a liability of $3,260, of which $3,228 was recorded to other comprehensive income. The liability has been deferred and is being amortized as an adjustment to interest expense over the term of the 2017 Notes using the effective interest method.
(5)
NNN entered into two interest rate hedges with a total notional amount of $150,000. Upon issuance of the 2021 Notes, NNN terminated the interest rate hedge agreements resulting in a liability of $5,300, of which $5,218 was deferred in other comprehensive income. The deferred liability is being amortized over the term of the 2021 Notes using the effective interest method.
(6)
NNN entered into four forward starting swaps with an aggregate notional amount of
$240,000
. Upon issuance of the 2023 Notes, NNN terminated the forward starting swaps resulting in a liability of
$3,156
, of which
$3,141
was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.
(7)
NNN entered into three forward starting swaps with an aggregate notional amount of
$225,000
. Upon issuance of the 2024 Notes, NNN terminated the forward starting swaps resulting in a liability of
$6,312
, which was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.
(8)
NNN entered into
four
forward starting swaps with an aggregate notional amount of
$300,000
. Upon issuance of the 2025 Notes, NNN terminated the forward starting swaps resulting in a liability of
$13,369
, which was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.
Each series of notes represents senior, unsecured obligations of NNN and is subordinated to all secured indebtedness of NNN. The notes are redeemable at the option of NNN, in whole or in part, at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus accrued and unpaid interest thereon through the redemption date, and (ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.
In connection with the outstanding note offerings, NNN incurred debt issuance costs totaling
$17,782,000
consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. Debt issuance costs for all note issuances have been deferred and are being amortized over the term of the respective notes using the effective interest method.
In accordance with the terms of the indentures, pursuant to which NNN’s notes have been issued, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios, and (ii) certain interest coverage. At
December 31, 2015
, NNN was in compliance with those covenants. NNN’s failure to comply with certain of its debt covenants could result in defaults that accelerate the payment under such debt and limit the dividends paid to NNN’s common and preferred stockholders which would likely have a material adverse impact on NNN’s financial condition and results of operations. In addition, these defaults could impair its access to the debt and equity markets.
In
June 2014
, NNN repaid the
$150,000,000
6.250%
notes payable that were due in
June 2014
.
In
December 2015
, NNN repaid the
$150,000,000
6.150%
notes payable that were due in
December 2015
.
33
Debt and Equity Securities
NNN has used, and expects to use in the future, issuances of debt and equity securities primarily to pay down its outstanding indebtedness and to finance investment acquisitions. In February 2015, NNN filed a shelf registration statement with the Securities and Exchange Commission (the “Commission”) which was automatically effective and permits the issuance by NNN of an indeterminate amount of debt and equity securities.
A description of NNN’s outstanding series of publicly held notes is found under “Debt – Notes Payable” above.
NNN completed the following underwritten public offerings of cumulative redeemable preferred stock that are still outstanding ("Preferred Stock Shares") (dollars in thousands, except per share data):
Series
Dividend Rate
(1)
Issued
Depositary Shares Outstanding
(2)
Gross Proceeds
Stock Issuance Costs
(3)
Dividend Per Depositary Share
Earliest Redemption Date
(4)
Series D
(5)
6.625
%
February 2012
11,500,000
$
287,500
$
9,855
$
1.656250
February 2017
Series E
(6)
5.700
%
May 2013
11,500,000
287,500
9,856
1.425000
May 2018
(1)
Holders are entitled to receive, when and as authorized by the Board of Directors, cumulative preferential cash dividends.
(2)
Representing 1/100th of a preferred share. Each issuance included 1,500,000 depositary shares in connection with the underwriters' over-allotment.
(3)
Consisting primarily of underwriting commissions and fees, rating agency fees, legal and accounting fees and printing expenses.
(4)
NNN may redeem the preferred stock underlying the depositary shares at a redemption price of $2,500.00 per share (or $25.00 per depositary share), plus all accumulated and unpaid dividends.
(5)
NNN used the net proceeds to redeem the 7.375% Series C Cumulative Redeemable Preferred Stock for an aggregate redemption price of $92,000, excluding accumulated dividends of $283. NNN used the remainder of the net proceeds for general corporate purposes, including repaying outstanding indebtedness under its Credit Facility.
(6)
NNN used the net proceeds from the offering for general corporate purposes and funding property acquisitions.
The Preferred Stock Shares underlying the depositary shares rank senior to NNN’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of NNN. The Preferred Stock Shares have no maturity date and will remain outstanding unless redeemed. In addition, upon a change of control, as defined in the articles supplementary fixing the rights and preferences of the Preferred Stock Shares, NNN may redeem the Preferred Stock Shares underlying the depositary shares at a redemption price of
$2,500.00
per share (or
$25.00
per depositary share), plus all accumulated and unpaid dividends, and in limited circumstances the holders of depositary shares may convert some or all of their Preferred Stock Shares into shares of NNN's common stock at conversion rates provided in the related articles supplementary. As of
February 12, 2016
, the Preferred Stock Shares were not redeemable or convertible.
Common Stock Issuances.
In November 2014, NNN filed a prospectus supplement to the prospectus contained in its February 2012 shelf registration statement and issued
5,462,500
shares (including
712,500
shares in connection with the underwriters' over-allotment) of common stock at a price of
$38.16
per share and received net proceeds of
$199,961,000
. In connection with this offering, NNN incurred stock issuance costs totaling approximately
$8,488,000
, consisting primarily of underwriters' fees and commissions, legal and accounting fees and printing expenses. The Company used the net proceeds from this offering to repay outstanding indebtedness under the Credit Facility, to fund property acquisitions and for general corporate purposes.
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
16,000,000
shares of common stock. The following outlines the common stock issuances pursuant to the DRIP for the year ended December 31 (dollars in thousands):
2015
2014
2013
Shares of common stock
196,584
422,406
764,891
Net proceeds
$
7,182
$
14,817
$
25,407
The proceeds from the issuances were used to pay down outstanding indebtedness of NNN’s Credit Facility, fund future property acquisitions and for general corporate purposes.
34
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:
2015 ATM
2013 ATM
2012 ATM
Established date
February 2015
March 2013
May 2012
Termination date
February 2018
February 2015
February 2015
Total allowable shares
10,000,000
9,000,000
9,000,000
Total shares issued as of December 31, 2015
8,359,533
6,252,812
8,958,840
The following table outlines the common stock issuances pursuant to NNN's ATM equity program (dollars in thousands, except per share data):
Year Ended December 31,
2015
2014
2013
2015 ATM
2013 ATM
2013 ATM
2013 ATM
2012 ATM
Shares of common stock
8,359,533
214,000
3,758,362
2,280,450
4,676,542
Average price per share (net)
$
37.39
$
39.84
$
35.90
$
37.80
$
32.60
Net proceeds
$
312,542
$
8,525
$
134,919
$
86,208
$
152,435
Stock issuance costs
(1)
$
3,886
$
130
$
2,195
$
1,613
$
2,161
(1)
Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.
There were no common stock issuances pursuant to the 2012 ATM for the years ended December 31, 2015 and 2014.
Commercial Mortgage Residual Interests
NNN holds the commercial mortgage residual interests ("Residuals") from
seven
securitizations. Each of the Residuals is recorded at fair value. Unrealized gains and losses are reported as other comprehensive income in stockholders’ equity and other than temporary losses as a result of a change in the timing or amount of estimated cash flows are recorded as an other than temporary valuation impairment.
The following table summarizes the recognition of unrealized gains and/or losses recorded as other comprehensive income as well as other than temporary valuation impairment as of
December 31
(dollars in thousands):
2015
2014
2013
Unrealized gains (losses)
$
(585
)
$
875
$
511
Other than temporary valuation impairment
531
256
1,185
Based on the expected timing of future cash flows relating to the Residuals certain valuation assumptions are made. During the years ended December 31,
2015
,
2014
and
2013
, NNN recorded an other than temporary valuation adjustment as a reduction of earnings from operations. The following table summarizes the key assumptions used in determining the value of the Residuals as of
December 31
:
2015
2014
Discount rate
20
%
20
%
Average life equivalent CPR
(1)
speeds range
0.87% to 21.73% CPR
0.87% to 26.30% CPR
Foreclosures:
Frequency curve default model
0.72% - 1.57% range
0.70% - 2.45% range
Loss severity of loans in foreclosure
20
%
20
%
Yield:
LIBOR
Forward 3-month curve
Forward 3-month curve
Prime
Forward curve
Forward curve
(1)
Conditional prepayment rate
35
Item7A.
Quantitative and Qualitative Disclosures About Market Risk
NNN is exposed to interest rate risk primarily as a result of its variable rate Credit Facility and its fixed rate debt which is used to finance NNN’s development and acquisition activities, as well as for general corporate purposes. NNN’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives, NNN borrows at both fixed and variable rates on its long-term debt. As of
December 31, 2015
, NNN had no outstanding derivatives.
The information in the table below summarizes NNN’s market risks associated with its debt obligations outstanding as of
December 31, 2015
and
2014
. The table presents principal payments and related interest rates by year for debt obligations outstanding as of
December 31, 2015
. NNN has a variable interest rate risk on its Credit Facility which had no outstanding balance as of December 31, 2015. The weighted average rate for the Credit Facility for the year ended December 31, 2015, was 1.1%. The outstanding balance of the Credit Facility as of December 31, 2015 and 2014 was $0. The table incorporates only those debt obligations that existed as of
December 31, 2015
, and it does not consider those debt obligations or positions which could arise after this date. Moreover, because firm commitments are not presented in the table below, the information presented therein has limited predictive value. As a result, NNN’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, NNN’s hedging strategies at that time and interest rates. If interest rates on NNN’s variable rate debt increased by one percent, NNN’s interest expense would have increased by less than one percent for the year ended
December 31, 2015
.
Debt Obligations (dollars in thousands)
Fixed Rate Debt
Mortgages
(1)
Unsecured Debt
(2)
Debt
Obligation
Weighted
Average
Interest Rate
Debt
Obligation
Effective
Interest
Rate
2016
$
7,344
5.84%
$
—
—
2017
3,362
6.20%
249,796
6.92%
2018
623
5.23%
—
—
2019
653
5.23%
—
—
2020
681
5.23%
—
—
Thereafter
11,434
5.23%
1,715,262
4.16%
(3)
Total
$
24,097
5.40%
$
1,965,058
4.51%
Fair Value:
December 31, 2015
$
24,097
$
2,007,242
December 31, 2014
$
26,339
$
1,813,439
(1)
NNN's mortgages payable include unamortized premiums and exclude debt costs.
(2)
Includes NNN’s notes payable net of unamortized discounts and exclude debt costs. NNN uses market prices quoted from Bloomberg, a third party, which is a Level 1 input, to determine the fair value.
(3)
Weighted average effective interest rate for periods after 2020.
NNN is also exposed to market risks related to NNN’s Residuals. Factors that may impact the market value of the Residuals include delinquencies, loan losses, prepayment speeds and interest rates. The Residuals, which are reported at market value, had a carrying value of
$11,115,000
and
$11,626,000
as of
December 31, 2015
and
2014
, respectively. Unrealized gains and losses are reported as other comprehensive income in stockholders’ equity. Losses are considered other than temporary and reported as a valuation impairment in earnings from operations if and when there has been a change in the timing or amount of estimated cash flows that leads to a loss in value.
36
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of National Retail Properties, Inc. and Subsidiaries
We have audited National Retail Properties, Inc. and Subsidiaries’ internal control over financial reporting as of
December 31, 2015
, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). National Retail Properties, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, National Retail Properties, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2015
, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of National Retail Properties, Inc. and Subsidiaries as of
December 31, 2015
and
2014
, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended
December 31, 2015
and our report dated
February 12, 2016
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Certified Public Accountants
Orlando, Florida
February 12, 2016
37
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of National Retail Properties, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of National Retail Properties, Inc. and Subsidiaries as of
December 31, 2015
and
2014
, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended
December 31, 2015
. Our audits also included the financial statement schedules listed in the Index at Item 15(a). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of National Retail Properties, Inc. and Subsidiaries at
December 31, 2015
and
2014
, and the consolidated results of their operations and their cash flows for each of the three years in the period ended
December 31, 2015
, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), National Retail Properties, Inc.’s internal control over financial reporting as of
December 31, 2015
, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated
February 12, 2016
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Certified Public Accountants
Orlando, Florida
February 12, 2016
38
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
ASSETS
December 31, 2015
December 31, 2014
Real estate portfolio:
Accounted for using the operating method, net of accumulated depreciation and amortization
$
5,256,274
$
4,685,001
Accounted for using the direct financing method
14,518
16,974
Real estate held for sale
32,666
38,074
Mortgages, notes and accrued interest receivable, net of allowance of $5 at December 31, 2015
8,688
11,075
Commercial mortgage residual interests
11,115
11,626
Cash and cash equivalents
14,260
10,604
Receivables, net of allowance of $566 and $1,784, respectively
3,344
3,013
Accrued rental income, net of allowance of $3,078 and $3,086, respectively
25,529
25,659
Debt costs, net of accumulated amortization of $9,877 and $8,514, respectively
4,003
5,290
Other assets
89,647
108,235
Total assets
$
5,460,044
$
4,915,551
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, including unamortized premium and net of unamortized debt costs
$
23,964
$
26,182
Notes payable, net of unamortized discount and unamortized debt costs
1,951,980
1,703,709
Accrued interest payable
20,113
17,396
Other liabilities
121,594
85,172
Total liabilities
2,117,651
1,832,459
Commitments and contingencies (Note 20)
Equity:
Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares
6.625% Series D, 115,000 shares issued and outstanding, at stated liquidation value of $2,500 per share
287,500
287,500
5.700% Series E, 115,000 shares issued and outstanding, at stated liquidation value of $2,500 per share
287,500
287,500
Common stock, $0.01 par value. Authorized 375,000,000 shares; 141,007,725 and 132,010,104
shares issued and outstanding, respectively
1,412
1,322
Capital in excess of par value
3,049,198
2,711,678
Retained earnings (loss)
(263,124
)
(196,827
)
Accumulated other comprehensive income (loss)
(20,352
)
(8,658
)
Total stockholders’ equity of NNN
3,342,134
3,082,515
Noncontrolling interests
259
577
Total equity
3,342,393
3,083,092
Total liabilities and equity
$
5,460,044
$
4,915,551
See accompanying notes to consolidated financial statements.
39
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
Year Ended December 31,
2015
2014
2013
Revenues:
Rental income from operating leases
$
462,346
$
414,043
$
372,913
Earned income from direct financing leases
1,506
1,725
1,955
Percentage rent
1,430
1,074
1,556
Real estate expense reimbursement from tenants
14,868
13,875
13,340
Interest and other income from real estate transactions
986
2,296
1,471
Interest income on commercial mortgage residual interests
1,778
1,834
2,290
482,914
434,847
393,525
Operating expenses:
General and administrative
34,736
32,518
31,095
Real estate
19,774
18,905
18,497
Depreciation and amortization
134,798
116,162
99,274
Impairment – commercial mortgage residual interests valuation
531
256
1,185
Impairment losses and other charges, net of recoveries
4,420
760
3,580
194,259
168,601
153,631
Earnings from operations
288,655
266,246
239,894
Other expenses (revenues):
Interest and other income
(109
)
(357
)
(1,493
)
Interest expense
90,008
85,510
85,822
Real estate acquisition costs
927
1,391
1,485
90,826
86,544
85,814
Earnings from continuing operations before income tax benefit (expense)
197,829
179,702
154,080
Income tax benefit (expense)
(10,318
)
75
(74
)
Earnings from continuing operations
187,511
179,777
154,006
Earnings from discontinued operations, net of income tax expense
—
124
5,972
Earnings before gain on disposition of real estate, net of income tax expense
187,511
179,901
159,978
Gain on disposition of real estate, net of income tax expense
10,450
11,269
107
Earnings including noncontrolling interests
197,961
191,170
160,085
Loss (earnings) attributable to noncontrolling interests:
Continuing operations
(125
)
(569
)
223
Discontinued operations
—
—
(163
)
(125
)
(569
)
60
Net earnings attributable to NNN
$
197,836
$
190,601
$
160,145
See accompanying notes to consolidated financial statements.
40
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
Year Ended December 31,
2015
2014
2013
Net earnings attributable to NNN
$
197,836
$
190,601
$
160,145
Series D preferred stock dividends
(19,047
)
(19,047
)
(19,047
)
Series E preferred stock dividends
(16,387
)
(16,387
)
(8,876
)
Net earnings attributable to common stockholders
$
162,402
$
155,167
$
132,222
Net earnings per share of common stock:
Basic:
Continuing operations
$
1.21
$
1.24
$
1.06
Discontinued operations
—
—
0.05
Net earnings
$
1.21
$
1.24
$
1.11
Diluted:
Continuing operations
$
1.20
$
1.24
$
1.05
Discontinued operations
—
—
0.05
Net earnings
$
1.20
$
1.24
$
1.10
Weighted average number of common shares outstanding:
Basic
133,998,674
124,257,558
118,204,148
Diluted
134,489,416
124,710,226
119,864,824
Other comprehensive income:
Net earnings attributable to NNN
$
197,836
$
190,601
$
160,145
Amortization of interest rate hedges
1,902
1,129
438
Fair value forward starting swaps
(13,369
)
(6,312
)
(3,141
)
Net gain (loss) – commercial mortgage residual interests
(339
)
1,038
(438
)
Net gain (loss) – available-for-sale securities
112
(8
)
69
Reclassification of noncontrolling interests
—
—
949
Comprehensive income attributable to NNN
$
186,142
$
186,448
$
158,022
See accompanying notes to consolidated financial statements.
41
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2015, 2014 and 2013
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings (Loss)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
Noncontrolling
Interests
Total
Equity
Balances at December 31, 2012
$
287,500
$
—
$
1,117
$
2,101,002
$
(90,952
)
$
(2,382
)
$
2,296,285
$
1,300
$
2,297,585
Net earnings
—
—
—
—
160,145
—
160,145
(60
)
160,085
Dividends declared and paid:
$1.65625 per depositary share of Series D preferred stock
—
—
—
—
(19,047
)
—
(19,047
)
—
(19,047
)
$0.77188 per depositary share of Series E preferred stock
—
—
—
—
(8,876
)
—
(8,876
)
—
(8,876
)
$1.60 per share of common stock
—
—
4
14,941
(189,107
)
—
(174,162
)
—
(174,162
)
Issuance of 11,500,000 depositary shares of Series E Preferred Stock
—
287,500
—
(9,856
)
—
—
277,644
—
277,644
Issuance of common stock:
29,013 shares
—
—
—
744
—
—
744
—
744
322,084 shares – stock purchase program
—
—
3
10,458
—
—
10,461
—
10,461
6,956,992 shares – ATM equity program
—
—
70
242,348
—
—
242,418
—
242,418
2,407,911 shares – conversion of 2028 Notes
—
—
24
85,200
—
—
85,224
—
85,224
Issuance of 290,181 shares of restricted common stock
—
—
3
(213
)
—
—
(210
)
—
(210
)
Equity component of convertible debt
—
—
—
(93,450
)
—
—
(93,450
)
—
(93,450
)
Stock issuance costs
—
—
—
(3,774
)
—
—
(3,774
)
—
(3,774
)
Amortization of deferred compensation
—
—
—
6,715
—
—
6,715
—
6,715
Amortization of interest rate hedges
—
—
—
—
—
438
438
—
438
Fair value forward starting swaps
—
—
—
—
—
(3,141
)
(3,141
)
—
(3,141
)
Unrealized loss – commercial mortgage residual interests
—
—
—
—
—
(438
)
(438
)
—
(438
)
Valuation adjustments – available-for-sale securities
—
—
—
—
—
69
69
—
69
Noncontrolling interests
—
—
—
(949
)
—
949
—
—
—
Balances at December 31, 2013
$
287,500
$
287,500
$
1,221
$
2,353,166
$
(147,837
)
$
(4,505
)
$
2,777,045
$
1,240
$
2,778,285
See accompanying notes to consolidated financial statements.
42
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2015, 2014 and 2013
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings (Loss)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
Noncontrolling
Interests
Total
Equity
Balances at December 31, 2013
$
287,500
$
287,500
$
1,221
$
2,353,166
$
(147,837
)
$
(4,505
)
$
2,777,045
$
1,240
$
2,778,285
Net earnings
—
—
—
—
190,601
—
190,601
569
191,170
Dividends declared and paid:
$1.65625 per depositary share of Series D preferred stock
—
—
—
—
(19,047
)
—
(19,047
)
—
(19,047
)
$1.42500 per depositary share of Series E preferred stock
—
—
—
—
(16,387
)
—
(16,387
)
—
(16,387
)
$1.65 per share of common stock
—
—
3
11,443
(204,157
)
—
(192,711
)
—
(192,711
)
Issuance of common stock:
5,493,595 shares
—
—
55
209,185
—
—
209,240
—
209,240
100,161 shares – stock purchase program
—
—
1
3,370
—
—
3,371
—
3,371
3,758,362 shares – ATM equity program
—
—
38
137,077
—
—
137,115
—
137,115
Issuance of 360,080 shares of restricted common stock
—
—
4
(313
)
—
—
(309
)
—
(309
)
Stock issuance costs
—
—
—
(10,683
)
—
—
(10,683
)
—
(10,683
)
Amortization of deferred compensation
—
—
—
8,433
—
—
8,433
—
8,433
Amortization of interest rate hedges
—
—
—
—
—
1,129
1,129
—
1,129
Fair value forward starting swaps
—
—
—
—
—
(6,312
)
(6,312
)
—
(6,312
)
Unrealized gain – commercial mortgage residual interests
—
—
—
—
—
875
875
—
875
Realized gain – commercial mortgage residual interests
—
—
—
—
—
163
163
—
163
Valuation adjustments – available-for-sale securities
—
—
—
—
—
111
111
—
111
Realized gain – available-for-sale securities
—
—
—
—
—
(119
)
(119
)
—
(119
)
Distributions to noncontrolling interests
—
—
—
—
—
—
—
(1,232
)
(1,232
)
Balances at December 31, 2014
$
287,500
$
287,500
$
1,322
$
2,711,678
$
(196,827
)
$
(8,658
)
$
3,082,515
$
577
$
3,083,092
See accompanying notes to consolidated financial statements.
43
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2015, 2014 and 2013
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings (Loss)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
Noncontrolling
Interests
Total
Equity
Balances at December 31, 2014
$
287,500
$
287,500
$
1,322
$
2,711,678
$
(196,827
)
$
(8,658
)
$
3,082,515
$
577
$
3,083,092
Net earnings
—
—
—
—
197,836
—
197,836
125
197,961
Dividends declared and paid:
$1.65625 per depositary share of Series D preferred stock
—
—
—
—
(19,047
)
—
(19,047
)
—
(19,047
)
$1.42500 per depositary share of Series E preferred stock
—
—
—
—
(16,387
)
—
(16,387
)
—
(16,387
)
$1.71 per share of common stock
—
—
2
6,886
(228,699
)
—
(221,811
)
—
(221,811
)
Issuance of common stock:
34,230 shares
—
—
—
991
—
—
991
—
991
12,065 shares – stock purchase program
—
—
—
455
—
—
455
—
455
8,573,533 shares – ATM equity program
—
—
86
324,998
—
—
325,084
—
325,084
Issuance of 209,284 shares of restricted common stock
—
—
2
(311
)
—
—
(309
)
—
(309
)
Stock issuance costs
—
—
—
(4,178
)
—
—
(4,178
)
—
(4,178
)
Amortization of deferred compensation
—
—
—
8,679
—
—
8,679
—
8,679
Amortization of interest rate hedges
—
—
—
—
—
1,902
1,902
—
1,902
Fair value forward starting swaps
—
—
—
—
—
(13,369
)
(13,369
)
—
(13,369
)
Unrealized loss – commercial mortgage residual interests
—
—
—
—
—
(585
)
(585
)
—
(585
)
Realized gain – commercial mortgage residual interests
—
—
—
—
—
246
246
—
246
Valuation adjustments – available-for-sale securities
—
—
—
—
—
112
112
—
112
Realized gain – available-for-sale securities
—
—
—
—
—
—
—
—
—
Contributions from noncontrolling interest
—
—
—
—
—
—
—
334
334
Distributions to noncontrolling interest
—
—
—
—
—
—
—
(362
)
(362
)
Sale of noncontrolling interest
—
—
—
—
—
—
—
(415
)
(415
)
Balances at December 31, 2015
$
287,500
$
287,500
$
1,412
$
3,049,198
$
(263,124
)
$
(20,352
)
$
3,342,134
$
259
$
3,342,393
See accompanying notes to consolidated financial statements.
44
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Year Ended December 31,
2015
2014
2013
Cash flows from operating activities:
Earnings including noncontrolling interests
$
197,961
$
191,170
$
160,085
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
134,798
116,165
99,617
Impairment losses and other charges
4,420
823
4,106
Impairment – commercial mortgage residual interests valuation
531
256
1,185
Amortization of notes payable discount
1,306
1,238
3,188
Amortization of debt costs
2,915
2,782
3,118
Amortization of mortgages payable premium
(207
)
(93
)
(57
)
Amortization of deferred interest rate hedges
1,902
1,129
438
Interest rate hedge payment
(13,369
)
(6,312
)
(3,141
)
Gain on disposition of real estate
(10,807
)
(11,742
)
(6,445
)
Deferred income taxes
10,488
58
800
Performance incentive plan expense
10,474
9,841
8,518
Performance incentive plan payment
(676
)
(2,808
)
(2,138
)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Additions to held for sale real estate
—
—
(1,029
)
Decrease in real estate leased to others using the direct financing method
1,277
1,368
1,573
Decrease in mortgages, notes and accrued interest receivable
74
76
641
Decrease (increase) in receivables
(335
)
16
62
Decrease (increase) in accrued rental income
(368
)
(1,731
)
165
Decrease (increase) in other assets
4,996
(2,256
)
400
Increase (decrease) in accrued interest payable
2,717
254
(385
)
Increase (decrease) in other liabilities
(6,610
)
(4,746
)
3,841
Other
(392
)
1,245
(121
)
Net cash provided by operating activities
341,095
296,733
274,421
Cash flows from investing activities:
Proceeds from the disposition of real estate
38,502
58,853
60,626
Additions to real estate:
Accounted for using the operating method
(683,243
)
(602,780
)
(637,417
)
Increase in mortgages and notes receivable
—
(7,246
)
(3,857
)
Principal payments on mortgages and notes receivable
2,363
13,346
14,617
Other
(2,166
)
(3,731
)
(2,009
)
Net cash used in investing activities
(644,544
)
(541,558
)
(568,040
)
See accompanying notes to consolidated financial statements.
45
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Year Ended December 31,
2015
2014
2013
Cash flows from financing activities:
Proceeds from line of credit payable
$
1,262,400
$
678,500
$
601,800
Repayment of line of credit payable
(1,262,400
)
(724,900
)
(729,600
)
Repayment of mortgages payable
(2,035
)
(1,151
)
(1,070
)
Proceeds from notes payable
399,036
349,293
347,406
Repayment of notes payable
(150,000
)
(150,000
)
—
Repayment of notes payable – convertible
—
—
(246,797
)
Payment of debt costs
(3,654
)
(6,321
)
(3,265
)
Proceeds from issuance of common stock
332,117
360,072
267,613
Proceeds from issuance of Series E preferred stock
—
—
287,500
Payment of Series D Preferred Stock dividends
(19,047
)
(19,047
)
(19,047
)
Payment of Series E Preferred Stock dividends
(16,387
)
(16,387
)
(8,876
)
Stock issuance costs
(4,198
)
(10,726
)
(13,529
)
Payment of common stock dividends
(228,699
)
(204,157
)
(189,107
)
Noncontrolling interest contributions
334
—
—
Noncontrolling interest distributions
(362
)
(1,232
)
—
Net cash provided by financing activities
307,105
253,944
293,028
Net increase (decrease) in cash and cash equivalents
3,656
9,119
(591
)
Cash and cash equivalents at beginning of year
10,604
1,485
2,076
Cash and cash equivalents at end of year
$
14,260
$
10,604
$
1,485
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized
$
83,758
$
81,829
$
80,930
Taxes paid
$
234
$
59
$
360
Supplemental disclosure of noncash investing and financing activities:
Issued 2,407,911 shares of common stock for conversion premium on 2028 Notes
$
—
$
—
$
85,224
Issued 285,263, 386,433 and 315,501 shares of restricted and unrestricted common stock in 2015, 2014 and 2013, respectively, pursuant to NNN’s performance incentive plan
$
8,990
$
10,884
$
8,800
Issued 16,010, 16,016 and 12,308 shares of common stock in 2015, 2014 and
2013, respectively, pursuant to NNN’s Deferred Director Fee Plan
$
287
$
263
$
162
Surrender of 241 shares of restricted common stock in 2013
$
—
$
—
$
7
Change in other comprehensive income
$
11,694
$
4,153
$
2,123
Change in lease classification (direct financing lease to operating lease)
$
1,179
$
—
$
1,156
Mortgages payable assumed in connection with real estate transactions
$
—
$
17,254
$
—
Mortgage receivable accepted in connection with real estate transactions
$
500
$
62
$
750
Note receivable accepted in connection with real estate transactions
$
—
$
70
$
—
See accompanying notes to consolidated financial statements.
46
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2015, 2014 and 2013
Note 1 – Organization and Summary of Significant Accounting Policies:
Organization and Nature of Business
– National Retail Properties, Inc., a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. The term "NNN" or the "Company" refers to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN has elected to treat certain subsidiaries as taxable REIT subsidiaries. These taxable subsidiaries and their majority owned and controlled subsidiaries are collectively referred to as the "TRS."
NNN's assets include: real estate assets, mortgages and notes receivable, and commercial mortgage residual interests. 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" or "Property Portfolio," or individually a "Property").
December 31, 2015
Property Portfolio:
Total properties
2,257
Gross leasable area (square feet)
24,964,000
States
47
Weighted average remaining lease term (years)
11.4
NNN's operations are reported within
one
business segment in the financial statements and all properties are considered part of the Properties or Property Portfolio. As such, property counts and calculations involving property counts reflect all NNN properties.
Principles of Consolidation
– NNN’s 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. NNN applies the equity method of accounting to investments in partnerships and joint ventures that are not subject to control by NNN due to the significance of rights held by other parties.
NNN consolidates certain joint venture development entities based upon either NNN being the primary beneficiary of the respective variable interest entity or NNN having a controlling interest over the respective entity. NNN eliminates significant intercompany balances and transactions and records a noncontrolling interest for its other partners’ ownership percentage.
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. For the years ended December 31, 2015, 2014 and 2013, NNN recorded
$2,383,000
,
$1,629,000
and
$1,369,000
, respectively, in capitalized interest during development.
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, based in each case on their fair values. Acquisition and closing costs incurred on the acquisition of real estate with an in-place lease is expensed as incurred and recorded as real estate acquisition costs.
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
47
over a period equal to the remaining term of the lease, including estimated probable renewal periods. 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. 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 December 31 (dollars in thousands):
2015
2014
Intangible lease assets (included in Other assets):
Value of above market in-place leases, net
$
10,883
$
11,751
Value of in-place leases, net
61,359
65,770
Intangible lease liabilities (included in Other liabilities):
Value of below market in-place leases, net
25,767
29,162
NNN's real estate is generally leased to tenants on a net lease basis, whereby the tenant is responsible for all operating expenses relating to the Property, including property taxes, insurance, maintenance, repairs and capital expenditures. The leases are accounted for using either the operating or the direct financing method. Such methods are described below:
Operating method
– Properties with leases accounted for using the operating method are recorded at the cost of the real estate. Revenue is recognized as rentals are earned and expenses (including depreciation) are charged to operations as incurred. Buildings are depreciated on the straight-line method over their estimated useful lives. Leasehold interests are amortized on the straight-line method over the terms of their respective leases. When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis.
Direct financing method
– Properties with leases accounted for using the direct financing method are recorded at their net investment (which at the inception of the lease generally represents the cost of the Property). Unearned income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of return on NNN’s net investment in the leases.
Real Estate – Held For Sale
– Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value, less cost to sell.
Impairment – Real Estate
– Based upon certain events or changes in circumstances, management periodically assesses its Properties for possible impairment whenever the carrying value 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 currently vacant or become vacant in a reasonable period of time. Management evaluates whether an impairment in carrying value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying value of the individual asset. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its estimated fair value.
Real Estate Dispositions
– When real estate is disposed of, the related cost, accumulated depreciation or amortization and any accrued rental income for operating leases and the net investment for direct financing leases are removed from the accounts, and gains and losses from the dispositions are reflected in income. Gains from the disposition of real estate are generally recognized using the full accrual method in accordance with the FASB guidance included in
Real Estate Sales
, provided that various criteria relating to the terms of the sale and any subsequent involvement by NNN with the real estate sold are met.
Valuation of Mortgages, Notes and Accrued Interest
– The reserve allowance related to the mortgages, notes and accrued interest is NNN’s best estimate of the amount of probable credit losses. The reserve allowance is determined on an individual
48
note basis in reviewing any payment past due for over 90 days. Any outstanding amounts are written off against the reserve allowance when all possible means of collection have been exhausted.
Commercial Mortgage Residual Interests, at Fair Value
– Commercial mortgage residual interests, classified as available for sale, are reported at their estimated market values with unrealized gains and losses reported as other comprehensive income in stockholders’ equity. NNN recognizes the excess of all cash flows attributable to the commercial mortgage residual interests estimated at the acquisition/transaction date over the initial investment (the accretable yield) as interest income over the life of the beneficial interest using the effective yield method. Losses are considered other than temporary valuation impairments if and when there has been a change in the timing or amount of estimated cash flows, exclusive of changes in interest rates, that leads to a loss in value.
Cash and Cash Equivalents
– NNN considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. Cash equivalents are stated at cost plus accrued interest, which approximates fair value.
Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in such accounts.
Valuation of Receivables
– NNN estimates the collectibility of its accounts receivable related to rents, expense reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.
Debt Costs
– In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, "Interest – Imputation of Interest (Subtopic 835-30)." To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. NNN has elected early adoption of ASU 2015-03.
As a result of the implementation of ASU 2015-03, on a retrospective basis, NNN reclassified debt costs on the Consolidated Balance Sheet for the year ended December 31, 2014, as follows (dollars in thousands):
Assets
Debt costs, net of accumulated amortization
$
(11,162
)
Liabilities
Mortgages payable
156
Notes payable
11,006
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 over the term of the loan commitment using the straight-line method, which approximates the effective interest method. In accordance with ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements,” NNN has recorded debt costs associated with the line of credit as an asset, in Debt Costs on the 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 and are recorded in Mortgages Payable on the Consolidated Balance Sheets. At December 31, 2015 and 2014, NNN had $
226,000
and $
226,000
of debt costs, net of accumulated amortization of $
93,000
and $
69,000
, 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 and are recorded in Notes Payable on the Consolidated Balance Sheets. At December 31, 2015 and 2014, NNN had $
17,782,000
and $
16,775,000
of debt costs, net of accumulated amortization of $
4,704,000
and $
5,769,000
, respectively.
Revenue Recognition
– Rental revenues for properties under construction commence upon completion of construction of the leased asset and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are recognized when earned in accordance with the FASB guidance included in
Leases,
based on the terms of the lease of the leased asset.
49
Lease termination fees are recognized when the related leases are cancelled and NNN no longer has a continuing involvement with the former tenant with respect to that property.
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 contain 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 for the years ended
December 31
(dollars in thousands):
2015
2014
2013
Basic and Diluted Earnings:
Net earnings attributable to NNN
$
197,836
$
190,601
$
160,145
Less: Series D preferred stock dividends
(19,047
)
(19,047
)
(19,047
)
Less: Series E preferred stock dividends
(16,387
)
(16,387
)
(8,876
)
Net earnings attributable to common stockholders
162,402
155,167
132,222
Less: Earnings attributable to unvested restricted shares
(706
)
(773
)
(718
)
Net earnings used in basic and diluted earnings per share
$
161,696
$
154,394
$
131,504
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding
134,868,640
125,221,358
118,969,771
Less: Unvested restricted shares
(412,505
)
(467,968
)
(448,590
)
Less: Unvested contingent shares
(457,461
)
(495,832
)
(317,033
)
Weighted average number of shares outstanding used in basic earnings per share
133,998,674
124,257,558
118,204,148
Effects of dilutive securities:
Convertible debt
—
—
1,468,559
Other
490,742
452,668
192,117
Weighted average number of shares outstanding used in diluted earnings per share
134,489,416
124,710,226
119,864,824
Income Taxes
– NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and related regulations. NNN generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the
three
-year period ended
December 31, 2015
, NNN believes it has qualified as a REIT. Notwithstanding NNN’s qualification for taxation as a REIT, NNN is subject to certain state taxes on its income and real estate.
NNN and its taxable REIT subsidiaries have made timely TRS elections pursuant to the provisions of the REIT Modernization Act. A taxable REIT subsidiary is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of NNN which occur within its TRS entities are subject to federal and state income taxes (See Note 13). All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to NNN’s taxable REIT subsidiaries and to the Orange Avenue Mortgage Investments, Inc. ("OAMI"), a majority owned and controlled subsidiary, built-in-gain tax liability.
At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries ("TRS Revocation Election"). This TRS Revocation Election resulted in an additional tax expense of approximately
$9,607,000
for 2015.
Income taxes are accounted for under the asset and liability method as required by the FASB guidance included in
Income Taxes
. Deferred tax assets and liabilities are recognized for the temporary differences based on estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
50
enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
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 (dollars in thousands):
Gain or Loss on Cash Flow Hedges
(1)
Gains and Losses on Commercial Mortgage Residual Interests
(2)
Gains and Losses on Available-for-Sale Securities
Total
Beginning balance, December 31, 2013
$
(8,396
)
$
3,755
$
136
$
(4,505
)
Other comprehensive income (loss)
(6,312
)
875
111
(5,326
)
Reclassifications from accumulated other comprehensive income to net earnings
1,129
(3)
163
(4
)
(119
)
(5
)
1,173
Net current period other comprehensive income (loss)
(5,183
)
1,038
(8
)
(4,153
)
Ending balance, December 31, 2014
(13,579
)
4,793
128
(8,658
)
Other comprehensive income (loss)
(13,369
)
(585
)
112
(13,842
)
Reclassifications from accumulated other comprehensive income to net earnings
1,902
(3)
246
(4
)
—
2,148
Net current period other comprehensive income (loss)
(11,467
)
(339
)
112
(11,694
)
Ending balance, December 31, 2015
$
(25,046
)
$
4,454
$
240
$
(20,352
)
(1)
Additional disclosure is included in Note 13 – Derivatives.
(2)
Additional disclosure is included in Note 18 – Fair Value Measurements.
(3)
Reclassifications out of other comprehensive income are recorded in Interest Expense on the Consolidated Statements of Income and Comprehensive Income. There is
no
income tax expense (benefit) resulting from this reclassification.
(4)
Reclassifications out of other comprehensive income are recorded in Impairment on the Consolidated Statements of Income and Comprehensive Income. There is
no
income tax expense (benefit) resulting from this reclassification.
(5)
Reclassifications out of other comprehensive income are recorded in Other Income on the Consolidated Statements of Comprehensive Income. There is
no
income tax expense (benefit) resulting from this reclassification.
New Accounting Pronouncements
– In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposal of Components of an Entity.” NNN elected to adopt ASU 2014-08 effective January 1, 2014. Under ASU 2014-08, only disposals representing a strategic shift in operations are to be presented as discontinued operations. This requires the Company to continue to classify any Property disposal or Property classified as held for sale as of December 31, 2013 as discontinued operations prospectively. Therefore, the revenues and expenses related to these properties are presented as discontinued
51
operations as of December 31, 2014. The Company has not classified any additional properties as discontinued operations subsequent to December 31, 2013.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. 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
. NNN is currently evaluating the potential impact, if any, the adoption of ASU 2014-09 will have on its financial position and results of operations.
In June 2014, the FASB issued ASU 2014-12, "Compensation – Stock Compensation (Topic 718)," effective for annual periods and interim periods within those periods beginning after December 15, 2015. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. The adoption of ASU 2014-12 will not have a significant impact on NNN’s financial position or results of operations.
In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40), effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The amendments in this update provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. NNN is currently evaluating the potential impact, if any, the adoption of ASU 2014-15 will have on footnote disclosures.
In November 2014, the FASB issued ASU 2014-16, "Derivatives and Hedging (Topic 815)." Entities commonly raise capital by issuing different classes of shares, including preferred stock, that entitle the holders to certain preferences and rights over the other shareholders. The specific terms of those shares may include conversion rights, redemption rights, voting rights, and liquidation and dividend payment preferences, among other features. One or more of those features may meet the definition of a derivative under GAAP. Shares that include such embedded derivative features are referred to as hybrid financial instruments. The objective of this update is to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2014-16 will not have a significant impact on NNN’s financial position or results of operations.
In January 2015, the FASB issued ASU 2015-01, "Income Statement – Extraordinary and Unusual Items (Subtopic 225-20)," effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. This update eliminates from GAAP the concept of extraordinary items. The adoption of ASU 2014-16 will not have a significant impact on NNN’s financial position or results of operations.
In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810)," effective for fiscal years, and for interim periods within those years, beginning after December 15, 2015. The amendments in this update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The adoption of ASU 2015-02 will not have an impact on NNN's financial position and results of operations.
In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments,” effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The adoption of ASU 2014-16 will not have a significant impact on NNN’s financial position or results of operations.
Use of Estimates
– Additional critical accounting policies of NNN include management’s estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Additional critical accounting policies include management’s estimates of the useful lives used in calculating depreciation
52
expense relating to real estate assets, purchase price allocation, the recoverability of the carrying value of long-lived assets, including the commercial mortgage residual interests, the recoverability of the deferred income taxes, and the collectibility of receivables from tenants, including accrued rental income. Actual results could differ from those estimates.
Reclassification
– Certain items in the prior year’s consolidated financial statements and notes to consolidated financial statements have been reclassified to conform to the
2015
presentation.
Note 2 – Real Estate:
Real Estate – Portfolio
Leases
– The following outlines key information for NNN’s leases at
December 31, 2015
:
Lease classification:
Operating
2,294
Direct financing
10
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 of the 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
December 31
(dollars in thousands):
2015
2014
Land and improvements
$
1,922,579
$
1,776,222
Buildings and improvements
3,891,239
3,386,810
Leasehold interests
1,290
1,290
5,815,108
5,164,322
Less accumulated depreciation and amortization
(620,188
)
(508,229
)
5,194,920
4,656,093
Work in progress
61,354
28,908
$
5,256,274
$
4,685,001
Some leases provide for scheduled rent increases throughout the lease term. Such amounts are recognized on a straight-line basis over the terms of the leases. For the years ended
December 31
,
2015
,
2014
and
2013
, NNN recognized collectively in continuing and discontinued operations,
$153,000
,
$1,521,000
and
($338,000)
, respectively, of such income, net of reserves. At
December 31
,
2015
and
2014
, the balance of accrued rental income, net of allowances of
$3,078,000
and
$3,086,000
, respectively, was
$25,529,000
and
$25,659,000
, respectively.
53
The following is a schedule of future minimum lease payments to be received on noncancellable operating leases at
December 31, 2015
(dollars in thousands):
2016
$
478,512
2017
469,698
2018
445,099
2019
426,224
2020
408,372
Thereafter
3,267,955
$
5,495,860
Since lease renewal periods are exercisable at the option of the tenant, the above table only presents future minimum lease payments due during the current lease terms. In addition, this table does not include amounts for potential variable rent increases that are based on the CPI or future contingent rents which may be received on the leases based on a percentage of the tenant’s gross sales.
Real Estate Portfolio – Accounted for Using the Direct Financing Method
– The following lists the components of net investment in direct financing leases at
December 31
(dollars in thousands):
2015
2014
Minimum lease payments to be received
$
13,900
$
17,376
Estimated unguaranteed residual values
7,589
8,274
Less unearned income
(6,971
)
(8,676
)
Net investment in direct financing leases
$
14,518
$
16,974
The following is a schedule of future minimum lease payments to be received on direct financing leases held for investment at
December 31, 2015
(dollars in thousands):
2016
$
2,700
2017
1,862
2018
1,834
2019
1,512
2020
1,043
Thereafter
4,949
$
13,900
The above table does not include future minimum lease payments for renewal periods, potential variable CPI rent increases or contingent rental payments that may become due in future periods (see Real Estate Portfolio – Accounted for Using the Operating Method).
54
Real Estate – Held For Sale
On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined in ASC 360,
Property, Plant & Equipment,
including management’s intent to commit to a plan to sell the asset. NNN anticipates the disposition of Properties classified as held for sale to occur within 12 months. As of
December 31, 2015
, NNN had
six
of its Properties categorized as held for sale. NNN's real estate held for sale at
December 31, 2014
, included
11
properties,
five
of which were sold in
2015
. Real estate held for sale consisted of the following as of December 31 (dollars in thousands):
2015
2014
Land and improvements
$
9,419
$
11,518
Building and improvements
27,881
32,525
37,300
44,043
Less accumulated depreciation and amortization
(4,419
)
(4,947
)
Less impairment
(215
)
(1,022
)
$
32,666
$
38,074
Real Estate – Dispositions
The following table summarizes the Properties sold and the corresponding gain recognized on the disposition of Properties for the years ended
December 31
(dollars in thousands):
2015
2014
2013
# of Sold
Properties
Gain
# of Sold
Properties
Gain
# of Sold
Properties
Gain
Gain on disposition of real estate
19
$
10,807
(1)
25
$
11,587
—
$
173
Income tax expense
(357
)
(318
)
(66
)
10,450
11,269
107
Gain on disposition of real estate included in discontinued operations
—
—
2
155
(1)
35
6,272
(1)
Income tax expense
—
—
(784
)
$
10,450
$
11,424
$
5,595
(1)
Amount includes the recognition of deferred gains on previously sold properties.
Real Estate – Commitments
NNN has committed to fund construction commitments on leased Properties. The improvements are estimated to be completed within 12 months. These construction commitments, at
December 31, 2015
, are outlined in the table below (dollars in thousands):
Number of properties
27
Total commitment
(1)
$
116,394
Amount funded
$
87,406
Remaining commitment
$
28,988
(1)
Includes land, construction costs, tenant improvements and lease costs.
55
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 the following real estate impairments for the years ended
December 31
(dollars in thousands):
2015
2014
2013
Continuing operations
$
3,970
$
760
$
3,565
Discontinued operations
—
63
541
$
3,970
$
823
$
4,106
The valuation of impaired assets is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.
Note 3 – Commercial Mortgage Residual Interests
:
NNN holds the commercial mortgage residual interests (“Residuals”) from
seven
securitizations. Each of the Residuals is recorded at fair value. Unrealized gains and losses are reported as other comprehensive income in stockholders’ equity and other than temporary losses as a result of a change in the timing or amount of estimated cash flows are recorded as an other than temporary valuation impairment.
The following table summarizes the recognition of unrealized gains and/or losses recorded as other comprehensive income as well as other than temporary valuation impairment as of
December 31
(dollars in thousands):
2015
2014
2013
Unrealized gains (losses)
$
(585
)
$
875
$
511
Other than temporary valuation impairment
531
256
1,185
Based on the expected timing of future cash flows relating to the Residuals certain valuation assumptions are made. During the years ended December 31,
2015
,
2014
and
2013
, NNN recorded an other than temporary valuation adjustment as a reduction of earnings from operations. The following table summarizes the key assumptions used in determining the value of the Residuals as of
December 31
:
2015
2014
Discount rate
20
%
20
%
Average life equivalent CPR
(1)
speeds range
0.87% to 21.73% CPR
0.87% to 26.30% CPR
Foreclosures:
Frequency curve default model
0.72% - 1.57% range
0.70% - 2.45% range
Loss severity of loans in foreclosure
20
%
20
%
Yield:
LIBOR
Forward 3-month curve
Forward 3-month curve
Prime
Forward curve
Forward curve
(1)
Conditional prepayment rate
56
The following table shows the effects on the key assumptions affecting the fair value of the Residuals at
December 31, 2015
(dollars in thousands):
Residuals
Carrying amount of retained interests
$
11,115
Discount rate assumption:
Fair value at 25% discount rate
$
9,383
Fair value at 27% discount rate
$
8,777
Prepayment speed assumption:
Fair value of 1% increases above the CPR Index
$
11,114
Fair value of 2% increases above the CPR Index
$
11,113
Expected credit losses:
Fair value 2% adverse change
$
11,017
Fair value 3% adverse change
$
10,969
Yield Assumptions:
Fair value of Prime/LIBOR spread contracting 25 basis points
$
11,331
Fair value of Prime/LIBOR spread contracting 50 basis points
$
11,553
These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation of a particular assumption on the fair value of the retained interest is calculated without changing any other assumptions; in reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.
Note 4 – Line of Credit Payable
:
In October 2014, NNN amended and restated its credit agreement increasing the borrowing capacity under its unsecured revolving credit facility from
$500,000,000
to
$650,000,000
and amended certain other terms under the former revolving credit facility (as the context requires, the previous and new revolving credit facility, the “Credit Facility”). The Credit Facility had a weighted average outstanding balance of
$78,682,000
and a weighted average interest rate of
1.1%
for the year ended
December 31, 2015
. The Credit Facility matures
January 2019
, with an option to extend maturity to
January 2020
. As of
December 31, 2015
, 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
. As of
December 31, 2015
, there was
no
outstanding balance and
$650,000,000
was available for future borrowings under the Credit Facility.
In accordance with the terms of the Credit Facility, NNN is required to meet certain restrictive financial covenants which, among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage and (iv) investment and dividend limitations. At
December 31, 2015
, NNN was in compliance with those covenants.
57
Note 5 – Mortgages Payable
:
The following table outlines the mortgages payable included in NNN’s consolidated financial statements (dollars in thousands):
Entered
(1)
Initial
Balance
Interest
Rate
Maturity
(2)
Carrying
Value of
Encumbered
Asset(s)
(3)
Outstanding Principal
Balance at December 31,
2015
2014
December 2001
$
698
9.00%
April 2019
$
—
$
—
$
223
December 2001
485
9.00%
April 2019
—
—
116
February 2004
6,952
6.90%
January 2017
10,313
848
1,577
March 2005
1,015
8.14%
September 2016
—
—
222
June 2012
(4)
6,850
5.75%
April 2016
8,341
5,890
6,180
September 2014
(4)
2,957
6.40%
February 2017
3,691
2,804
2,922
November 2014
(4)
15,151
5.23%
July 2023
21,889
14,555
15,099
$
44,234
24,097
26,339
Debt costs
(226
)
(226
)
Accumulated amortization
93
69
Debt costs, net of accumulated amortization
(133
)
(157
)
Mortgages payable, including unamortized premium and net of unamortized debt costs
$
23,964
$
26,182
(1)
Date entered represents the date that NNN acquired real estate subject to a mortgage securing a loan.
(2)
Monthly payments include interest and principal, if any; the balance is due at maturity.
(3)
Each loan is secured by a first mortgage lien on certain of the Properties. The carrying values of the assets at
December 31, 2015
.
(4)
Initial balance and outstanding principal balance includes unamortized premium.
The following is a schedule of the scheduled principal payments, including premium amortization of NNN’s mortgages payable at
December 31, 2015
(dollars in thousands):
2016
$
7,344
2017
3,362
2018
623
2019
653
2020
681
Thereafter
11,434
$
24,097
Note 6 – Notes Payable – Convertible
:
On September 28, 2012, NNN announced that the market price condition on its
3.950%
convertible senior notes due 2026 (the "2026 Notes") has been satisfied, and that the 2026 Notes would be convertible during the calendar quarter beginning October 1, 2012.
All note holders elected to exercise the conversion feature of the 2026 Notes prior to their redemption. Pursuant to the terms of the 2026 Notes, the Company elected to pay the full settlement value in cash. The settlement value of a note was based on an average of the daily closing price of the Company's common stock over an averaging period that commenced after the Company received a conversion notice from a note holder. The Company paid approximately
$164,649,000
in aggregate settlement value for the
$123,163,000
of settled 2026 Notes at the end of the applicable averaging periods. The difference between the amount paid and the principal amount of the settled 2026 Notes of
$41,486,000
was recognized as a decrease to additional paid-in capital.
58
As of December 31, 2012,
$15,537,000
of the principal amount of 2026 Notes were outstanding. In January 2013, the Company paid approximately
$20,702,000
in aggregate settlement value for the remaining
$15,537,000
of outstanding 2026 Notes. The difference between the amount paid and the principal amount of the settled 2026 Notes of
$5,028,000
was recognized as a decrease to additional paid-in capital and
$137,000
was recorded as interest expense.
As of December 31, 2012,
$223,035,000
of the principal amount of the
5.125%
convertible senior notes due 2028 (the "2028 Notes") were outstanding. In June 2013, NNN called all of the outstanding 2028 Notes for redemption on July 11, 2013. On July 11, 2013,
$130,000
principal amount of the 2028 Notes was settled at par plus accrued interest. The holders of the remaining balance of
$222,905,000
principal amount of 2028 Notes elected to convert into cash and shares of the Company's common stock in accordance with the conversion formula which is based on the average daily closing price of NNN's common stock price over a period of
20 days
commencing after receipt of a note holder's conversion notice. In 2013, the Company issued
2,407,911
shares of common stock and paid approximately
$226,427,000
in aggregate settlement value for the
$223,035,000
aggregate principal amount of 2028 Notes outstanding. The difference between the amount paid and the principal amount of the settled notes of
$3,197,000
was recognized as a decrease to additional paid-in capital and
$195,000
was recorded as interest expense.
NNN recorded the following in interest expense relating to the 2028 Notes and the 2026 Notes for the year ended
December 31
(dollars in thousands):
2013
Noncash interest charges
$
2,072
Contractual interest expense
5,400
Amortization of debt costs
566
$
8,038
There was
no
interest expense related to the 2028 Notes and the 2026 Notes for the years ended
December 31
,
2015
and
2014
.
Note 7 – Notes Payable
:
Each of NNN’s outstanding series of unsecured notes is summarized in the table below (dollars in thousands):
Notes
Issue Date
Principal
Discount
(1)
Net
Price
Stated
Rate
Effective
Rate
(2)
Maturity
Date
2017
(3)
September 2007
250,000
877
249,123
6.875%
6.924%
October 2017
2021
(4)
July 2011
300,000
4,269
295,731
5.500%
5.689%
July 2021
2022
August 2012
325,000
4,989
320,011
3.800%
3.985%
October 2022
2023
(5)
April 2013
350,000
2,594
347,406
3.300%
3.388%
April 2023
2024
(6)
May 2014
350,000
707
349,293
3.900%
3.924%
June 2024
2025
(7)
October 2015
400,000
964
399,036
4.000%
4.029%
November 2025
(1)
The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest method.
(2)
Includes the effects of the discount.
(3)
NNN entered into an interest rate hedge with a notional amount of
$100,000
. Upon issuance of the 2017 Notes, NNN terminated the interest rate hedge agreement resulting in a liability of
$3,260
, of which
$3,228
was recorded to other comprehensive income. The liability has been deferred and is being amortized as an adjustment to interest expense over the term of the 2017 Notes using the effective interest method.
(4)
NNN entered into
two
interest rate hedges with a total notional amount of
$150,000
. Upon issuance of the 2021 Notes, NNN terminated the interest rate hedge agreements resulting in a liability of
$5,300
, of which
$5,218
was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.
(5)
NNN entered into
four
forward starting swaps with an aggregate notional amount of
$240,000
. Upon issuance of the 2023 Notes, NNN terminated the forward starting swaps resulting in a liability of
$3,156
, of which
$3,141
was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.
(6)
NNN entered into
three
forward starting swaps with an aggregate notional amount of
$225,000
. Upon issuance of the 2024 Notes, NNN terminated the forward starting swaps resulting in a liability of
$6,312
, which was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.
59
(7)
NNN entered into
four
forward starting swaps with an aggregate notional amount of
$300,000
. Upon issuance of the 2025 Notes, NNN terminated the forward starting swaps resulting in a liability of
$13,369
, which was deferred in other comprehensive income. The deferred liability is being amortized over the term of the note using the effective interest method.
Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured indebtedness of NNN. Each of the notes is redeemable at the option of NNN, in whole or in part, at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus accrued and unpaid interest thereon through the redemption date and (ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.
In connection with the outstanding debt offerings, NNN incurred debt issuance costs totaling
$17,782,000
consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. Debt issuance costs for all note issuances have been deferred and are being amortized over the term of the respective notes using the effective interest method.
In
June 2014
, NNN repaid the
$150,000,000
6.250%
notes payable that were due in
June 2014
.
In
December 2015
, NNN repaid the
$150,000,000
6.150%
notes payable that were due in
December 2015
.
In accordance with the terms of the indenture, pursuant to which NNN’s notes have been issued, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios and (ii) certain interest coverage. At
December 31, 2015
, NNN was in compliance with those covenants.
Note 8 – Preferred Stock
:
NNN completed the following underwritten public offerings of cumulative redeemable preferred stock and are still outstanding ("Preferred Stock Shares") (dollars in thousands, except per share data):
Series
Dividend Rate
(1)
Issued
Depositary Shares Outstanding
(2)
Gross Proceeds
Stock Issuance Costs
(3)
Dividend Per Depositary Share
Earliest Redemption Date
Series D
6.625
%
February 2012
11,500,000
$
287,500
$
9,855
$
1.656250
February 2017
Series E
5.700
%
May 2013
11,500,000
287,500
9,856
1.425000
May 2018
(1)
Holders are entitled to receive, when and as authorized by the Board of Directors, cumulative preferential cash dividends.
(2)
Representing
1/100
th of a preferred share. Each issuance included
1,500,000
depositary shares in connection with the underwriters' over-allotment.
(3)
Consisting primarily of underwriting commissions and fees, rating agency fees, legal and accounting fees and printing expenses.
The Preferred Stock Shares underlying the depositary shares rank senior to NNN’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of NNN. The Preferred Stock Shares have no maturity date and will remain outstanding unless redeemed. In addition, upon a change of control, as defined in the articles supplementary fixing the rights and preferences of the Preferred Stock Shares, NNN may redeem the Preferred Stock Shares underlying the depositary shares at a redemption price of
$2,500.00
per share (or
$25.00
per depositary share), plus all accumulated and unpaid dividends, and in limited circumstances the holders of depositary shares may convert some or all of their Preferred Stock Shares into shares of NNN's common stock at conversion rates provided in the related articles supplementary. As of
February 12, 2016
, the Preferred Stock Shares were not redeemable or convertible.
Note 9 – Common Stock
:
In February 2015, NNN filed a shelf registration statement with the Commission which permits the issuance by NNN of an indeterminate amount of debt and equity securities.
Equity Offerings.
In November 2014, NNN filed a prospectus supplement to the prospectus contained in its February 2012 shelf registration statement and issued
5,462,500
shares (including
712,500
shares in connection with the underwriters' over-allotment) of common stock at a price of
$38.16
per share and received net proceeds of
$199,961,000
. In connection with this offering, NNN incurred stock issuance costs totaling approximately
$8,488,000
, consisting primarily of underwriters' fees and commissions, legal and accounting fees and printing expenses.
60
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
16,000,000
shares of common stock. The following outlines the common stock issuances pursuant to the DRIP for the year ended December 31 (dollars in thousands):
2015
2014
2013
Shares of common stock
196,584
422,406
764,891
Net proceeds
$
7,182
$
14,817
$
25,407
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:
2015 ATM
2013 ATM
2012 ATM
Established date
February 2015
March 2013
May 2012
Termination date
February 2018
February 2015
February 2015
Total allowable shares
10,000,000
9,000,000
9,000,000
Total shares issued as of December 31, 2015
8,359,533
6,252,812
8,958,840
The following table outlines the common stock issuances pursuant to NNN's ATM equity program (dollars in thousands, except per share data):
Year Ended December 31,
2015
2014
2013
2015 ATM
2013 ATM
2013 ATM
2013 ATM
2012 ATM
Shares of common stock
8,359,533
214,000
3,758,362
2,280,450
4,676,542
Average price per share (net)
$
37.39
$
39.84
$
35.90
$
37.80
$
32.60
Net proceeds
$
312,542
$
8,525
$
134,919
$
86,208
$
152,435
Stock issuance costs
(1)
$
3,886
$
130
$
2,195
$
1,613
$
2,161
(1)
Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.
There were
no
common stock issuances pursuant to the 2012 ATM for the years ended December 31, 2015 and 2014.
Note 10 – Employee Benefit Plan
:
Effective January 1, 1998, NNN adopted a defined contribution retirement plan (the “Retirement Plan”) covering substantially all of the employees of NNN. The Retirement Plan permits participants to defer a portion of their compensation, as defined in the Retirement Plan, subject to limits established by the Code. NNN generally matches
60
percent of the first
eight
percent of a participant’s contributions. Additionally, NNN may make discretionary contributions. NNN’s contributions to the Retirement Plan for the years ended
December 31, 2015
,
2014
and
2013
totaled
$474,000
,
$453,000
and
$342,000
, respectively.
Note 11 – Dividends
:
The following presents the characterization for tax purposes of common stock dividends per share paid to stockholders for the years ended
December 31
:
2015
2014
2013
Ordinary dividends
$
1.363294
$
1.306992
$
1.224568
Qualified dividends
0.019005
0.006212
0.056784
Capital gain
0.007806
0.008603
—
Unrecaptured Section 1250 Gain
0.011055
0.015362
0.000650
Nontaxable distributions
0.308840
0.312831
0.317998
$
1.710000
$
1.650000
$
1.600000
61
The following table outlines the dividends declared and paid for NNN's common stock for the years ended December 31 (in thousands, except per share data):
2015
2014
2013
Dividends
$
228,699
$
204,157
$
189,107
Per share
1.710
1.650
1.600
On
January 15, 2016
, NNN declared a dividend of
$0.435
per share, payable
February 16, 2016
to its common stockholders of record as of
January 29, 2016
.
The following presents the characterization for tax purposes of Series D and E Preferred Stock dividends per share paid to stockholders for the year ended December 31:
Series E
Series D
2015
2014
2013
2015
2014
2013
Ordinary dividends
$
1.385670
$
1.393700
$
0.741150
$
1.610538
$
1.619870
$
1.590323
Qualified dividends
0.020141
0.005738
0.030332
0.023409
0.006670
0.065084
Capital gain
0.007937
0.009177
—
0.009225
0.010666
—
Unrecaptured Section 1250 Gain
0.011252
0.016385
0.000393
0.013078
0.019044
0.000843
$
1.425000
$
1.425000
$
0.771875
$
1.656250
$
1.656250
$
1.656250
The following table outlines the dividends declared and paid for NNN's preferred stock for the years ended December 31 (in thousands, except per share data):
2015
2014
2013
Series D Preferred Stock
(1)
:
Dividends
$
19,047
$
19,047
$
19,047
Per share
1.656250
1.656250
1.656250
Series E Preferred Stock
(2)
:
Dividends
16,387
16,387
8,876
Per share
1.425000
1.425000
0.771875
(1)
The Series D Preferred Stock has no maturity date and will remain outstanding unless redeemed.
(2)
The Series E Preferred Stock dividends paid during the quarter ended September 30, 2013 include accumulated and unpaid dividends from the issuance date through the declaration date. The Series E Preferred Stock has no maturity date and will remain outstanding unless redeemed.
Note 12 – Income Taxes
:
For income tax purposes, NNN has taxable REIT subsidiaries in which certain real estate activities are conducted.
NNN treats some depreciation expense and certain other items differently for tax than for financial reporting purposes. The principal differences between NNN’s effective tax rates for the years ended
December 31,
2015
,
2014
and
2013
, and the statutory rates relate to state taxes and nondeductible expenses.
In
2010
, NNN acquired the
21.1%
non-controlling interest in its majority owned and controlled subsidiary, OAMI, pursuant to which OAMI became a wholly owned subsidiary of NNN. As of
December 31,
2014
, OAMI had
no
remaining tax liabilities relating to the built-in gain of its assets.
At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries. This TRS Revocation Election resulted in an additional tax expense of approximately
$9,607,000
for 2015.
62
The significant components of the net deferred income tax asset consist of the following at
December 31
(dollars in thousands):
2015
2014
Deferred tax assets:
Cost basis
$
—
$
1,233
Deferred income
—
113
Reserves
—
2,756
Credits
—
434
Excess interest expense carryforward
—
1,689
Capital loss carryforward
880
914
Net operating loss carryforward
4,983
5,196
5,863
12,335
Valuation allowance
(5,666
)
(619
)
Total deferred tax assets
197
11,716
Deferred tax liabilities:
Built-in gain
(197
)
—
Depreciation
—
(204
)
Other
—
(1,024
)
Total deferred tax liabilities
(197
)
(1,228
)
Net deferred tax asset
$
—
$
10,488
In assessing the ability to realize a deferred tax asset, management considers whether it is more likely than not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The net operating loss carryforwards were generated by NNN’s taxable REIT subsidiaries. The net operating loss carryforwards begin to expire in 2028. Due to the revocation of the TRS election management believes it is unlikely that NNN will realize all of the benefits of these deductible differences that existed as of
December 31, 2015
and
2014
.
The increase in the valuation allowance for the years ended
December 31,
2015
and
2014
was
$5,047,000
and
$619,000
, respectively. There was
no
valuation allowance as of
December 31,
2013.
The income tax benefit (expense) consists of the following components for the years ended
December 31,
(as adjusted) (dollars in thousands):
2015
2014
2013
Net earnings before income taxes
$
208,511
$
190,844
$
161,230
Provision for income tax benefit (expense):
Current:
Federal
(58
)
(190
)
(195
)
State and local
(129
)
5
(90
)
Deferred:
Federal
(8,935
)
(166
)
(790
)
State and local
(1,553
)
108
(10
)
Total expense for income taxes
(10,675
)
(243
)
(1,085
)
Net earnings attributable to NNN’s stockholders
$
197,836
$
190,601
$
160,145
63
The total income tax benefit (expense) differs from the amount computed by applying the statutory federal tax rate to net earnings before taxes as follows for the years ended December 31 (dollars in thousands):
2015
2014
2013
Federal expense at statutory tax rate
$
(70,894
)
$
(64,887
)
$
(54,818
)
Nontaxable income of NNN
69,651
63,353
53,178
State taxes, net of federal benefit
(141
)
(196
)
(200
)
Amortization of built-in gain tax
—
372
761
Expiration of built-in gain tax
316
1,792
—
Other
—
(58
)
(6
)
Built-in gain tax liability
(1)
(197
)
—
—
TRS Revocation Election
(1)
(4,363
)
—
—
Valuation allowance increase
(1)
(5,047
)
(619
)
—
Total tax expense
$
(10,675
)
$
(243
)
$
(1,085
)
(
1)
The change for the year ended December 31, 2015, is due to TRS Revocation Election.
In June 2006, the FASB issued additional guidance, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements included in
Income Taxes
. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
NNN, in accordance with FASB guidance included in
Income Taxes
, has analyzed its various federal and state filing positions. NNN believes that its income tax filing positions and deductions are well documented and supported. Additionally, NNN believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to the FASB guidance. In addition, NNN did not record a cumulative effect adjustment related to the adoption of the FASB guidance.
NNN has had
no
increases or decreases in unrecognized tax benefits for current or prior years since the date of adoption. Further,
no
interest or penalties have been included since no reserves were recorded and no significant increases or decreases are expected to occur within the next
12
months. When applicable, such interest and penalties will be recorded in non-operating expenses. The periods that remain open under federal statute are
2012
through
2015
. NNN also files in many states with varying open years under statute.
Note 13 – 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 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 hedging the variable cash flows associated with floating rate debt involve the receipt 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.
64
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 continues to carry the derivative at its fair value on the balance sheet, and recognizes any changes in its fair value in earnings or may choose to cash settle the derivative at that time.
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 Fair Value When Terminated
Fair Value Deferred In Other Comprehensive Income
(1)
September 2007
Two interest rate hedges
$
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
(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
December 31, 2015
,
$25,046,000
remains in other comprehensive income related to the effective portion of NNN’s previous interest rate hedges. During the years ended
December 31,
2015
,
2014
and
2013
, NNN reclassified
$1,902,000
,
$1,129,000
and
$438,000
out of other comprehensive income as an increase to interest expense. Over the next
12
months, NNN estimates that an additional
$2,851,000
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
December 31, 2015
.
Note 14 – Performance Incentive Plan
:
In June 2007, NNN filed a registration statement on Form S-8 with the Commission which permits the issuance of up to
5,900,000
shares of common stock pursuant to NNN’s 2007 Performance Incentive Plan (the “2007 Plan”). The 2007 Plan replaced NNN’s previous Performance Incentive Plan. The 2007 Plan allows NNN to award or grant to key employees, directors and persons performing consulting or advisory services for NNN or its affiliates, stock options, stock awards, stock appreciation rights, Phantom Stock Awards, Performance Awards and Leveraged Stock Purchase Awards, each as defined in the 2007 Plan.
There were
no
stock options outstanding or exercisable at
December 31, 2015
.
Pursuant to the 2007 Plan, NNN has granted and issued shares of restricted stock to certain officers and key associates of NNN. The following summarizes the restricted stock activity for the year ended
December 31, 2015
:
Number
of
Shares
Weighted
Average
Share Price
Non-vested restricted shares, January 1
1,005,644
$
30.93
Restricted shares granted
267,133
41.00
Restricted shares vested
(318,261
)
27.83
Restricted shares forfeited
(46,478
)
26.85
Restricted shares repurchased
(11,371
)
27.20
Non-vested restricted shares, December 31
896,667
$
35.13
Compensation expense for the restricted stock which is not contingent upon NNN’s performance goals is determined based upon the fair value at the date of grant and is recognized as the greater of the amount amortized over a straight lined basis or the
65
amount vested over the vesting periods. Vesting periods for officers and key associates of NNN range from
three
to
five
years and generally vest yearly. NNN recognizes compensation expense on a straight-line basis for awards with only service conditions.
During the years ended
December 31
,
2015
and
2014
, NNN granted
145,916
and
177,433
, respectively, performance based shares subject to its total shareholder return growth after a
three years
period relative to its peers. The shares were granted to certain executive officers and had weighted average grant price of
$41.00
and
$33.42
, respectively, per share. Once the performance criteria are met and the actual number of shares earned is determined, the shares vest immediately. For the
2015
and
2014
grants, the conditions are based on market conditions, and the fair value was determined at the grant date (for a fair value share price of
$22.72
and
$21.92
, respectively). Compensation expense is recognized over the requisite service period for both grants.
The following summarizes other grants made during the year ended
December 31, 2015
, pursuant to the 2007 Plan.
Shares
Weighted
Average
Share Price
Other share grants under the 2007 Plan:
Directors’ fees
18,130
$
38.96
Deferred directors’ fees
16,010
39.04
34,140
$
39.00
Shares available under the 2007 Plan for grant, end of period
3,344,817
The total compensation cost for share-based payments for the years ended
December 31
,
2015
,
2014
and
2013
, totaled
$9,671,000
,
$9,224,000
and
$7,459,000
, respectively, of such compensation expense. At December 31, 2015, NNN had
$12,458,000
of unrecognized compensation cost related to non-vested share-based compensation arrangements under the 2007 Plan. This cost is expected to be recognized over a weighted average period of
2.3
years. In addition, NNN recognized performance based long-term incentive cash compensation expense of
$729,000
for the year ended
December 31, 2013
. There was
no
long-term incentive cash compensation expense recognized in
2015
and
2014
.
Note 15 – 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 cash and cash equivalents, mortgages, notes and other receivables, mortgages payable and other liabilities at
December 31,
2015
and
2014
, approximate fair value based upon current market prices of similar issues. At
December 31,
2015
and
2014
, the carrying value and fair value of NNN’s notes payable, collectively, was
$2,007,242,000
and
$1,813,439,000
, respectively, based upon quoted market prices, which are a Level 1 input.
Note 16 – Quarterly Financial Data (unaudited)
:
The following table outlines NNN’s quarterly financial data (dollars in thousands, except per share data):
2015
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Revenues as originally reported
$
116,187
$
117,208
$
123,143
$
126,377
Net earnings attributable to NNN’s stockholders
$
53,978
$
46,188
$
55,198
$
42,471
Net earnings per share
(1)
:
Basic
$
0.34
$
0.28
$
0.34
$
0.24
Diluted
0.34
0.28
0.34
0.24
2014
Revenues as originally reported
$
104,064
$
105,613
$
109,856
$
115,315
Net earnings attributable to NNN’s stockholders
$
43,333
$
45,571
$
47,940
$
53,757
Net earnings per share
(1)
:
Basic
$
0.28
$
0.30
$
0.31
$
0.35
Diluted
0.28
0.30
0.31
0.35
(1)
Calculated independently for each period and consequently, the sum of the quarters may differ from the annual amount.
66
Note 17 – Segment Information
:
For the years ended December 31, 2015, 2014 and 2013, NNN’s operations are reported within
one
business segment in the consolidated financial statements and all properties are part of the Properties or Property Portfolio.
Note 18 – Fair Value Measurements
:
NNN currently values its Residuals based upon a valuation which provides a discounted cash flow analysis based upon estimated prepayment speeds, expected loan losses and yield curves. These valuation inputs are generally considered unobservable; therefore, the Residuals are considered Level 3 financial assets. The table below presents a rollforward of the Residuals during the
year ended
December 31, 2015
(dollars in thousands):
Balance at beginning of period
$
11,626
Total gains (losses) – realized/unrealized:
Included in earnings
(531
)
Included in other comprehensive income
(339
)
Interest income on Residuals
1,778
Cash received from Residuals
(1,419
)
Purchases, sales, issuances and settlements, net
—
Transfers in and/or out of Level 3
—
Balance at end of period
$
11,115
Changes in gains (losses) included in earnings attributable to a change
in unrealized gains (losses) relating to assets still held at the end of
period
$
246
Note 19 – Major Tenants
:
As of
December 31, 2015
, NNN had
no
tenants that accounted for ten percent or more of its rental and earned income.
Note 20 – Commitments and Contingencies
:
A summary of NNN's commitments are included in Note 2 – Real Estate.
In the ordinary course of its business, NNN is a party to various other legal actions which management believes are routine in nature and incidental to the operation of the business of NNN. Management does not believe that any of these proceedings are material.
Note 21 – Subsequent Events
:
NNN reviewed all subsequent events and transactions that have occurred after
December 31, 2015
, the date of the consolidated balance sheet. There were no reportable subsequent events or transactions.
67
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Process for Assessment and Evaluation of Disclosure Controls and Procedures and Internal Control over Financing Reporting.
NNN carried out an assessment as of
December 31, 2015
, of the effectiveness of the design and operation of its disclosure controls and procedures and its internal control over financial reporting. This assessment was done under the supervision and with the participation of management, including NNN’s Chief Executive Officer and Chief Financial Officer. Rules adopted by the Securities and Exchange Commission (the “Commission”) require NNN to present the conclusions of the Chief Executive Officer and Chief Financial Officer about the effectiveness of NNN’s disclosure controls and procedures and the conclusions of NNN’s management about the effectiveness of NNN’s internal control over financial reporting as of the end of the period covered by this annual report.
CEO and CFO Certifications.
Included as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K are forms of “Certification” of NNN’s Chief Executive Officer and Chief Financial Officer. The forms of Certification are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This section of the Annual Report on Form 10-K that stockholders are currently reading is the information concerning the assessment referred to in the Section 302 certifications and this information should be read in conjunction with the Section 302 certifications for a more complete understanding of the topics presented.
Disclosure Controls and Procedures and Internal Control over Financial Reporting.
Disclosure controls and procedures are designed with the objective of providing reasonable assurance that information required to be disclosed in NNN’s reports filed or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures are also designed with the objective of providing reasonable assurance that such information is accumulated and communicated to NNN’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal control over financial reporting is a process designed by, or under the supervision of, NNN’s Chief Executive Officer and Chief Financial Officer, and affected by NNN’s Board of Directors, management and other personnel, 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 (“GAAP”) and includes those policies and procedures that:
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of NNN’s assets;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that NNN’s receipts and expenditures are being made in accordance with authorizations of management or the Board of Directors; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of NNN’s assets that could have a material adverse effect on NNN’s financial statements.
Scope of the Assessments.
The assessment by NNN’s Chief Executive Officer and Chief Financial Officer of NNN’s disclosure controls and procedures and the assessment by NNN’s management, including NNN’s Chief Executive Officer and Chief Financial Officer, of NNN’s internal control over financial reporting included a review of procedures and discussions with NNN’s management and others at NNN. In the course of the assessments, NNN sought to identify data errors, control problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken.
NNN’s internal control over financial reporting is also assessed on an ongoing basis by personnel in NNN’s Accounting department and by NNN’s internal auditors in connection with their internal audit activities. The overall goals of these various assessment activities are to monitor NNN’s disclosure controls and procedures and NNN’s internal control over financial reporting and to make modifications as necessary. NNN’s intent in this regard is that the disclosure controls and procedures and the internal control over financial reporting will be maintained and updated (including with improvements and corrections) as conditions warrant. Management also sought to deal with other control matters in the assessment, and in each case if a problem was identified, management considered what revision, improvement and/or correction was necessary to be made in accordance with NNN’s on-going procedures. The assessments of NNN’s disclosure controls and procedures and NNN’s internal control
68
over financial reporting is done on a quarterly basis so that the conclusions concerning effectiveness of those controls can be reported in NNN’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.
Assessment of Effectiveness of Disclosure Controls and Procedures.
Based upon the assessments, NNN’s Chief Executive Officer and Chief Financial Officer have concluded that, as of
December 31, 2015
, NNN’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting.
Management, including NNN’s Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting for NNN. Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – 2013 Integrated Framework to assess the effectiveness of NNN’s internal control over financial reporting. Based upon the assessments, NNN’s Chief Executive Officer and Chief Financial Officer have concluded that, as of
December 31, 2015
, NNN’s internal control over financial reporting was effective.
Attestation Report of the Registered Public Accounting Firm.
Ernst & Young LLP, NNN’s independent registered public accounting firm, audited the financial statements included in this Annual Report on Form 10-K and in connection therewith has issued an attestation report on NNN’s effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting.
During the three months ended
December 31, 2015
, there were no changes in NNN’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, NNN’s internal control over financial reporting.
Limitations on the Effectiveness of Controls.
Management, including NNN’s Chief Executive Officer and Chief Financial Officer, do not expect that NNN’s disclosure controls and procedures or NNN’s internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within NNN have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B.
Other Information
None.
69
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without limitation, contained in the sections thereof captioned “Proposal I: Election of Directors – Nominees,” “Proposal I: Election of Directors – Executive Officers,” “Proposal I: Election of Directors – Code of Business Conduct and Insider Trading Policy” and “Security Ownership ”, and such information in such sections is incorporated herein by reference.
Item 11.
Executive Compensation
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without limitation, contained in the sections thereof captioned “Proposal I: Election of Directors – Compensation of Directors,” “Executive Compensation” and “Compensation Committee Report”, and such information is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without limitation, contained in the section thereof captioned “Executive Compensation – Equity Compensation Plan Information,” and “Security Ownership”, and such information is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without limitation, contained in the section thereof captioned “Certain Relationships and Related Transactions” and such information is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without limitation, contained in the section thereof captioned “Audit Committee Report” and “Proposal II: Proposal to Ratify Independent Registered Public Accounting Firm”, and such information is incorporated herein by reference.
70
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report
(1)
Financial Statements
Reports of Independent Registered Public Accounting Firm
37
Consolidated Balance Sheets as of December 31, 2015 and 2014
39
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
40
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013
42
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
45
Notes to Consolidated Financial Statements
47
(2)
Financial Statement Schedules
Schedule III – Real Estate and Accumulated Depreciation and Amortization and Notes as of December 31, 2015
Schedule IV – Mortgage Loans on Real Estate and Notes as of December 31, 2015
All other schedules are omitted because they are not applicable or because the required information is shown in the financial statements or the notes thereto.
(3)
Exhibits
The following exhibits are filed as a part of this report.
3.
Articles of Incorporation and Bylaws
3.1
First Amended and Restated Articles of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012, and incorporated herein by reference).
3.2
Articles Supplementary Establishing and Fixing the Rights and Preferences of 6.625% Series D Cumulative Preferred Stock, par value $0.01 per share, dated February 21, 2012 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 23, 2012, incorporated herein by reference).
3.3
Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.700% Series E Cumulative Preferred Stock, par value $0.01 per share, dated May 29, 2013 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 30, 2013, incorporated herein by reference).
3.4
Third Amended and Restated Bylaws of the Registrant, dated May 1, 2006, as amended (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
3.5
Second Amendment to the Third Amended and Restated Bylaws of the Registrant, dated December 13, 2007 (filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
3.6
Third Amendment to the Third Amended and Restated Bylaws of the Registrant, dated February 13, 2014 (filed as Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
4.
Instruments Defining the Rights of Security Holders, Including Indentures
4.1
Specimen Certificate of Common Stock, par value $0.01 per share, of the Registrant (filed as Exhibit 3.4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-B filed with the Securities and Exchange Commission and incorporated herein by reference).
71
4.2
Indenture, dated as of March 25, 1998, between the Registrant and First Union National Bank, as trustee (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-132095) filed with the Securities and Exchange Commission on February 28, 2006, and incorporated herein by reference).
4.3
Form of Supplemental Indenture No. 6 dated as of November 17, 2005, by and among Registrant and Wachovia Bank, National Association, Trustee, relating to $150,000,000 of 6.15% Notes due 2015 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated November 14, 2005 and filed with the Securities and Exchange Commission on November 17, 2005, and incorporated herein by reference).
4.4
Form of 6.15% Notes due 2015 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated November 14, 2005 and filed with the Securities and Exchange Commission on November 17, 2005, and incorporated herein by reference).
4.5
Specimen certificate representing the 6.625% Series D Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A dated February 22, 2012 and filed with the Securities and Exchange Commission on February 22, 2012, and incorporated herein by reference).
4.6
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.20 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
4.7
Form of Supplemental Indenture No. 8 between National Retail Properties, Inc. and U.S. Bank National Association relating to 6.875% Notes due 2017 (filed as Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 4, 2007, and incorporated herein by reference).
4.8
Form of 6.875% Notes due 2017 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 4, 2007, and incorporated herein by reference).
4.9
Form of Tenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 5.500% Notes due 2021 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated July 6, 2011 and filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
4.10
Form of 5.500% Notes due 2021 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated July 6, 2011 and filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
4.11
Form of Eleventh Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.80% Notes due 2022 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 14, 2012, filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
4.12
Form of 3.800% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 14, 2012, filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
4.13
Form of Twelfth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.300% Notes due 2023 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and incorporated herein by reference).
4.14
Form of 3.300% Notes due 2023 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and incorporated herein by reference).
4.15
Specimen certificate representing the 5.700% Series E Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013 and incorporated herein by reference).
4.16
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013 and incorporated herein by reference).
72
4.17
Form of Thirteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.900% Notes due 2024 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated herein by reference).
4.18
Form of 3.900% Notes due 2024 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated herein by reference).
4.19
Form of Fourteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 4.000% Notes due 2025 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated herein by reference).
4.20
Form of 4.000% Notes due 2025 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated herein by reference).
10.
Material Contracts
10.1
2007 Performance Incentive Plan (filed as Annex A to the Registrant’s 2007 Annual Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2007, and incorporated herein by reference).
10.2
Form of Restricted Stock Agreement between NNN and the Participant of NNN (filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2005, and incorporated herein by reference).
10.3
Employment Agreement dated as of December 1, 2008, between the Registrant and Craig Macnab (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.4
Employment Agreement dated as of December 1, 2008, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.5
Employment Agreement dated as of December 1, 2008, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.6
Employment Agreement dated as of December 1, 2008, between the Registrant and Paul E. Bayer (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.7
Employment Agreement dated as of December 1, 2008, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.8
Form of Indemnification Agreement (as entered into between the Registrant and each of its directors and executive officers) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on June 12, 2009, and incorporated herein by reference).
10.9
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Craig Macnab (filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.10
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.11
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.12
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Paul E. Bayer (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
73
10.13
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.14
Amended and Restated Credit Agreement, dated as of May 25, 2011, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2011, and incorporated herein by reference).
10.15
Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed as Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.16
Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed as Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.17
Form of Restricted Award Agreement - Special Grant between NNN and the Participant of NNN (filed as Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.18
First Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2012, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2012, and incorporated herein by reference).
10.19
Employment Agreement dated as of January 2, 2014, between the Registrant and Stephen A. Horn, Jr. (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
10.20
Second Amendment to Amended and Restated Credit Agreement, dated as of October 27, 2014, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2014, and incorporated herein by reference).
12.
Statement of Computation of Ratios of Earnings to Fixed Charges (filed herewith).
21.
Subsidiaries of the Registrant (filed herewith).
23.
Consent of Independent Registered Public Accounting Firm
23.1
Ernst & Young LLP dated February 12, 2016 (filed herewith).
24.
Power of Attorney (included on signature page).
31.
Section 302 Certifications
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.
Section 906 Certifications
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99.
Additional Exhibits
99.1
Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed herewith).
74
101.
Interactive Data File
101.1
The following materials from National Retail Properties, Inc. Annual Report on Form 10-K for the period ended December 31, 2015, are formatted in Extensible Business Reporting Language: (i) consolidated balance sheets, (ii) consolidated statements of comprehensive income, (iii) consolidated statements of stockholders' equity (iv) consolidated statements of cash flows, and (v) notes to consolidated financial statements.
75
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the
12th day of February, 2016
.
NATIONAL RETAIL PROPERTIES, INC.
By:
/s/ Craig Macnab
Craig Macnab
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
76
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of Craig Macnab and Kevin B. Habicht as his attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments to this report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.
Signature
Title
Date
/s/ Craig Macnab
Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
February 12, 2016
Craig Macnab
/s/ Ted B. Lanier
Lead Director
February 12, 2016
Ted B. Lanier
/s/ Don DeFosset
Director
February 12, 2016
Don DeFosset
/s/ David M. Fick
Director
February 12, 2016
David M. Fick
/s/ Edward J. Fritsch
Director
February 12, 2016
Edward J. Fritsch
/s/ Richard B. Jennings
Director
February 12, 2016
Richard B. Jennings
/s/ Robert C. Legler
Director
February 12, 2016
Robert C. Legler
/s/ Robert Martinez
Director
February 12, 2016
Robert Martinez
/s/ Sam L. Susser
Director
February 12, 2016
Sam L. Susser
/s/ Kevin B. Habicht
Director, Chief Financial Officer
(Principal Financial and Accounting Officer),
Executive Vice President, Assistant Secretary and Treasurer
February 12, 2016
Kevin B. Habicht
77
Exhibit Index
3.
Articles of Incorporation and Bylaws
3.1
First Amended and Restated Articles of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012, and incorporated herein by reference).
3.2
Articles Supplementary Establishing and Fixing the Rights and Preferences of 6.625% Series D Cumulative Preferred Stock, par value $0.01 per share, dated February 21, 2012 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 23, 2012, incorporated herein by reference).
3.3
Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.700% Series E Cumulative Preferred Stock, par value $0.01 per share, dated May 29, 2013 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 30, 2013, incorporated herein by reference).
3.4
Third Amended and Restated Bylaws of the Registrant, dated May 1, 2006, as amended (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
3.5
Second Amendment to the Third Amended and Restated Bylaws of the Registrant, dated December 13, 2007 (filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
3.6
Third Amendment to the Third Amended and Restated Bylaws of the Registrant, dated February 13, 2014 (filed as Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
4.
Instruments Defining the Rights of Security Holders, Including Indentures
4.1
Specimen Certificate of Common Stock, par value $0.01 per share, of the Registrant (filed as Exhibit 3.4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-B filed with the Securities and Exchange Commission and incorporated herein by reference).
4.2
Indenture, dated as of March 25, 1998, between the Registrant and First Union National Bank, as trustee (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-132095) filed with the Securities and Exchange Commission on February 28, 2006, and incorporated herein by reference).
4.3
Form of Supplemental Indenture No. 6 dated as of November 17, 2005, by and among Registrant and Wachovia Bank, National Association, Trustee, relating to $150,000,000 of 6.15% Notes due 2015 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated November 14, 2005 and filed with the Securities and Exchange Commission on November 17, 2005, and incorporated herein by reference).
4.4
Form of 6.15% Notes due 2015 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated November 14, 2005 and filed with the Securities and Exchange Commission on November 17, 2005, and incorporated herein by reference).
4.5
Specimen certificate representing the 6.625% Series D Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A dated February 22, 2012 and filed with the Securities and Exchange Commission on February 22, 2012, and incorporated herein by reference).
4.6
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.20 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
4.7
Form of Supplemental Indenture No. 8 between National Retail Properties, Inc. and U.S. Bank National Association relating to 6.875% Notes due 2017 (filed as Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 4, 2007, and incorporated herein by reference).
4.8
Form of 6.875% Notes due 2017 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 4, 2007, and incorporated herein by reference).
78
4.9
Form of Tenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 5.500% Notes due 2021 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated July 6, 2011 and filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
4.1
Form of 5.500% Notes due 2021 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated July 6, 2011 and filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
4.11
Form of Eleventh Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.80% Notes due 2022 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 14, 2012, filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
4.12
Form of 3.800% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 14, 2012, filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
4.13
Form of Twelfth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.300% Notes due 2023 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and incorporated herein by reference).
4.14
Form of 3.300% Notes due 2023 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and incorporated herein by reference).
4.15
Specimen certificate representing the 5.700% Series E Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013 and incorporated herein by reference).
4.16
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013 and incorporated herein by reference).
4.17
Form of Thirteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.900% Notes due 2024 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated herein by reference).
4.18
Form of 3.900% Notes due 2024 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated herein by reference).
4.19
Form of Fourteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 4.000% Notes due 2025 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated herein by reference).
4.20
Form of 4.000% Notes due 2025 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated herein by reference).
10.
Material Contracts
10.1
2007 Performance Incentive Plan (filed as Annex A to the Registrant’s 2007 Annual Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2007, and incorporated herein by reference).
10.2
Form of Restricted Stock Agreement between NNN and the Participant of NNN (filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2005, and incorporated herein by reference).
10.3
Employment Agreement dated as of December 1, 2008, between the Registrant and Craig Macnab (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
79
10.4
Employment Agreement dated as of December 1, 2008, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.5
Employment Agreement dated as of December 1, 2008, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.6
Employment Agreement dated as of December 1, 2008, between the Registrant and Paul E. Bayer (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.7
Employment Agreement dated as of December 1, 2008, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.8
Form of Indemnification Agreement (as entered into between the Registrant and each of its directors and executive officers) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on June 12, 2009, and incorporated herein by reference).
10.9
Amendment to Employment Agreement, dated as of November 8, 2010, between the Registrant and Craig Macnab (filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.10
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.11
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.12
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Paul E. Bayer (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.13
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.14
Amended and Restated Credit Agreement, dated as of May 25, 2011, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2011, and incorporated herein by reference).
10.15
Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed as Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.16
Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed as Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.17
Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed as Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.18
First Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2012, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2012, and incorporated herein by reference).
10.19
Employment Agreement dated as of January 2, 2014, between the Registrant and Stephen A. Horn, Jr. (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
80
10.20
Second Amendment to Amended and Restated Credit Agreement, dated as of October 27, 2014, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2014, and incorporated herein by reference).
12.
Statement of Computation of Ratios of Earnings to Fixed Charges (filed herewith).
21.
Subsidiaries of the Registrant (filed herewith).
23.
Consent of Independent Registered Public Accounting Firm
23.1
Ernst & Young LLP dated February 12, 2016 (filed herewith).
24.
Power of Attorney (included on signature page).
31.
Section 302 Certifications
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.
Section 906 Certifications
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99.
Additional Exhibits
99.1
Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed herewith).
101.
Interactive Data File
101.1
The following materials from National Retail Properties, Inc. Annual Report on Form 10-K for the period ended December 31, 2015, are formatted in Extensible Business Reporting Language: (i) consolidated balance sheets, (ii) consolidated statements of comprehensive income, (iii) consolidated statements of stockholders' equity (iv) consolidated statements of cash flows, and (v) notes to consolidated financial statements.
81
Table of Contents
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2015
(Dollars in thousands)
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
7-Eleven:
Tampa, FL
—
1,081
917
—
—
1,070
917
1,987
385
1999
12/98
(g)
40
Austin, TX
—
259
1,361
—
—
259
1,361
1,620
225
1985
11/11
25
Austin, TX
—
900
3,571
—
—
900
3,571
4,471
421
2004
11/11
35
Austin, TX
—
1,101
2,987
—
—
1,101
2,987
4,088
352
2006
11/11
35
Beaumont, TX
—
115
1,543
—
—
115
1,543
1,658
212
1996
11/11
30
Beaumont, TX
—
239
2,031
—
—
239
2,031
2,270
239
2002
11/11
35
Beaumont, TX
—
124
2,968
—
—
124
2,968
3,092
408
1996
11/11
30
Bloomington, TX
—
38
3,093
—
—
38
3,093
3,131
510
1985
11/11
25
Bryan, TX
—
479
3,561
—
—
479
3,561
4,040
490
2000
11/11
30
Canyon Lake, TX
—
144
1,830
—
—
144
1,830
1,974
302
1977
11/11
25
Cedar Park, TX
—
833
1,705
—
—
833
1,705
2,538
201
2002
11/11
35
College Station, TX
—
393
3,342
—
—
393
3,342
3,735
459
2000
11/11
30
Corpus Christi, TX
—
412
2,356
—
—
412
2,356
2,768
324
1999
11/11
30
Corpus Christi, TX
—
450
1,370
—
—
450
1,370
1,820
188
1996
11/11
30
Corpus Christi, TX
—
383
3,093
—
—
383
3,093
3,476
365
2006
11/11
35
Corpus Christi, TX
—
661
2,624
—
—
661
2,624
3,285
361
1999
11/11
30
Edinburg, TX
—
431
2,193
—
—
431
2,193
2,624
302
1999
11/11
30
Edna, TX
—
67
1,897
—
—
67
1,897
1,964
313
1976
11/11
25
Harlingen, TX
—
230
2,356
—
—
230
2,356
2,586
324
2000
11/11
30
Kingsland, TX
—
153
2,691
—
—
153
2,691
2,844
444
1972
11/11
25
Kingsville, TX
—
163
1,485
—
—
163
1,485
1,648
245
1990
11/11
25
Laredo, TX
—
938
5,829
—
—
938
5,829
6,767
801
1995
11/11
30
Laredo, TX
—
441
1,935
—
—
441
1,935
2,376
228
2002
11/11
35
Laredo, TX
—
412
1,476
—
—
412
1,476
1,888
203
2001
11/11
30
Laredo, TX
—
421
3,016
—
—
421
3,016
3,437
415
1998
11/11
30
Laredo, TX
—
335
2,509
—
—
335
2,509
2,844
345
1999
11/11
30
Mercedes, TX
—
556
1,523
—
—
556
1,523
2,079
209
1998
11/11
30
Palacios, TX
—
29
1,667
—
—
29
1,667
1,696
275
1984
11/11
25
Pflugerville, TX
—
996
2,336
—
—
996
2,336
3,332
275
2002
11/11
35
Portland, TX
—
488
4,710
—
—
488
4,710
5,198
648
1999
11/11
30
Rio Bravo, TX
—
355
1,351
—
—
355
1,351
1,706
159
2002
11/11
35
Rockport, TX
—
660
4,269
—
—
660
4,269
4,929
503
2008
11/11
35
Round Rock, TX
—
661
1,140
—
—
661
1,140
1,801
157
2000
11/11
30
San Antonio, TX
—
441
1,313
—
—
441
1,313
1,754
181
1999
11/11
30
San Juan, TX
—
565
1,179
—
—
565
1,179
1,744
162
1999
11/11
30
Victoria, TX
—
431
2,298
—
—
431
2,298
2,729
316
1986
11/11
30
Victoria, TX
—
259
2,346
—
—
259
2,346
2,605
323
1984
11/11
30
West Orange, TX
—
220
2,088
—
—
220
2,088
2,308
287
1993
11/11
30
Winnie, TX
—
115
4,566
—
—
115
4,566
4,681
538
2002
11/11
35
Austin, TX
—
861
3,004
—
—
861
3,004
3,865
405
2001
12/11
30
Austin, TX
—
612
3,061
—
—
612
3,061
3,673
412
1999
12/11
30
Austin, TX
—
689
1,732
—
—
689
1,732
2,421
233
1999
12/11
30
Austin, TX
—
612
2,775
—
—
612
2,775
3,387
374
1999
12/11
30
Austin, TX
—
1,215
4,524
—
—
1,215
4,524
5,739
522
2004
12/11
35
Austin, TX
—
488
2,163
—
—
488
2,163
2,651
291
2000
12/11
30
Austin, TX
—
938
1,436
—
—
938
1,436
2,374
193
1998
12/11
30
Austin, TX
—
880
1,790
—
—
880
1,790
2,670
241
1998
12/11
30
Austin, TX
—
775
4,677
—
—
775
4,677
5,452
630
1996
12/11
30
Austin, TX
—
679
1,905
—
—
679
1,905
2,584
257
1999
12/11
30
Austin, TX
—
756
2,870
—
—
756
2,870
3,626
387
1999
12/11
30
Cedar Park, TX
—
536
1,914
—
—
536
1,914
2,450
258
1999
12/11
30
San Antonio, TX
—
631
2,851
—
—
631
2,851
3,482
384
1999
12/11
30
San Antonio, TX
—
517
2,670
—
—
517
2,670
3,187
360
1999
12/11
30
San Antonio, TX
—
985
3,253
—
—
985
3,253
4,238
438
1999
12/11
30
San Antonio, TX
—
899
2,593
—
—
899
2,593
3,492
299
2002
12/11
35
San Antonio, TX
—
947
2,535
—
—
947
2,535
3,482
342
1999
12/11
30
San Antonio, TX
—
469
2,727
—
—
469
2,727
3,196
367
1998
12/11
30
San Antonio, TX
—
632
1,991
—
—
632
1,991
2,623
268
2001
12/11
30
San Antonio, TX
—
603
2,048
—
—
603
2,048
2,651
276
1999
12/11
30
San Antonio, TX
—
679
2,937
—
—
679
2,937
3,616
396
1999
12/11
30
San Antonio, TX
—
909
1,359
—
—
909
1,359
2,268
183
1999
12/11
30
San Antonio, TX
—
766
1,474
—
—
766
1,474
2,240
199
1999
12/11
30
San Antonio, TX
—
411
2,555
—
—
411
2,555
2,966
344
1999
12/11
30
San Antonio, TX
—
545
3,148
—
—
545
3,148
3,693
424
1999
12/11
30
San Antonio, TX
—
412
2,010
—
—
412
2,010
2,422
271
1999
12/11
30
San Antonio, TX
—
919
2,344
—
—
919
2,344
3,263
271
2002
12/11
35
Universal City, TX
—
699
1,675
—
—
699
1,675
2,374
226
2001
12/11
30
Belpre, OH
—
408
759
—
—
408
759
1,167
44
1990
07/14
25
Charleston, WV
—
689
974
—
—
689
974
1,663
47
1970
07/14
30
Charleston, WV
—
549
729
—
—
549
729
1,278
35
1995
07/14
30
Clarksburg, WV
—
390
613
—
—
390
613
1,003
36
1978
07/14
25
Mannington, WV
—
218
745
—
—
218
745
963
36
1996
07/14
30
N. Belle Vernon, PA
—
438
1,165
—
—
438
1,165
1,603
68
1996
07/14
25
New Castle, PA
—
292
617
—
—
292
617
909
30
1983
07/14
30
Parkersburg, WV
—
298
782
—
—
298
782
1,080
46
1988
07/14
25
Parkersburg, WV
—
422
739
—
—
422
739
1,161
36
1985
07/14
30
Weston, WV
—
114
583
—
—
114
583
697
28
1995
07/14
30
Academy:
Franklin, TN
—
1,807
2,108
—
—
1,589
2,108
3,697
741
1999
06/05
30
Ace Hardware and Lighting:
Bourbonnais, IL
—
298
1,329
—
—
298
1,329
1,627
513
1997
11/98
37
Advance Auto Parts:
Miami, FL
—
867
—
1,035
—
867
1,035
1,902
273
2005
12/04
(g)
40
Richmond, VA
—
193
1,268
—
—
193
1,268
1,461
79
2008
02/14
30
See accompanying report of independent registered public accounting firm.
F-1
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Adventure Landing:
Jacksonville Beach, FL
—
3,615
5,636
—
—
3,615
5,636
9,251
1,537
1995
04/11
30
Jacksonville, FL
—
721
861
—
—
721
861
1,582
336
1983
04/11
25
Raleigh, NC
—
1,841
3,124
—
—
1,841
3,124
4,965
818
1989
04/11
25
St. Augustine, FL
—
797
289
—
—
797
289
1,086
165
1999
04/11
30
Tonawanda, NY
—
205
927
—
—
205
927
1,132
354
1991
04/11
25
Affordable Care:
Asheville, NC
—
467
576
—
—
467
576
1,043
28
2005
07/14
30
Conover, NC
—
187
623
—
—
187
623
810
30
2002
07/14
30
Poland, OH
—
231
650
—
—
231
650
881
38
2001
07/14
25
Wilmington, NC
—
398
565
—
—
398
565
963
27
2002
07/14
30
Ajuua Mexican Restaurant:
Aurora, CO
—
1,168
1,105
—
—
1,168
1,105
2,273
388
2000
06/05
30
Aldi:
Cutler Bay, FL
—
989
1,479
205
—
989
1,684
2,673
754
1995
06/96
40
All Star Sports:
Wichita, KS
—
3,275
1,631
167
—
3,275
1,798
5,073
368
1988
05/07
40
Wichita, KS
—
1,551
965
152
—
1,551
1,117
2,668
223
1987
05/07
40
Amazing Jake's:
Plano, TX
—
5,705
17,049
18
—
5,705
17,067
22,772
3,635
1982
07/08
35
AMC Theatre:
Bloomington, IN
—
2,338
4,000
—
—
2,338
4,000
6,338
1,327
1987
09/07
25
Brighton, CO
—
1,070
5,491
—
—
1,070
5,491
6,561
1,138
2005
09/07
40
Castle Rock, CO
—
2,905
5,002
—
—
2,905
5,002
7,907
1,037
2005
09/07
40
Evansville, IN
—
1,300
4,269
—
—
1,300
4,269
5,569
1,011
1999
09/07
35
Galesburg, IL
—
1,205
2,441
—
—
1,205
2,441
3,646
506
2003
09/07
40
Machesney Park, IL
—
3,018
8,770
—
—
3,018
8,770
11,788
1,818
2005
09/07
40
Michigan City, IN
—
1,996
8,422
—
—
1,996
8,422
10,418
1,746
2005
09/07
40
See accompanying report of independent registered public accounting firm.
F-2
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Muncie, IN
—
1,243
5,512
—
—
1,243
5,512
6,755
1,143
2005
09/07
40
Naperville, IL
—
6,141
11,624
—
—
6,141
11,624
17,765
2,410
2006
09/07
40
New Lenox, IL
—
6,778
10,980
—
—
6,778
10,980
17,758
2,276
2004
09/07
40
Chicago, IL
—
7,257
10,955
—
—
7,257
10,955
18,212
2,180
2007
01/08
40
Johnson Creek, WI
—
1,433
3,932
—
—
1,433
3,932
5,365
894
1997
01/08
35
Lake Delton, WI
—
2,063
8,366
—
—
2,063
8,366
10,429
1,902
1999
01/08
35
Quincy, IL
—
1,297
2,850
—
—
1,297
2,850
4,147
648
1982
01/08
35
Schererville, IN
—
6,619
14,225
—
—
6,619
14,225
20,844
3,774
1996
01/08
30
West Jordan, UT
—
3,302
245
3,109
—
3,302
3,354
6,656
8
2015
05/15
(m)
40
American Family Care:
Mobile, AL
—
843
562
348
—
843
910
1,753
243
1997
12/01
40
Alcoa, TN
—
1,221
—
1,730
—
1,221
1,730
2,951
99
2013
12/12
(m)
40
Cullman, AL
—
541
—
1,517
—
541
1,517
2,058
84
2013
12/12
(m)
40
Decatur, AL
—
460
1,283
—
—
460
1,283
1,743
111
2010
12/12
35
Nashville, TN
—
377
—
1,403
—
377
1,403
1,780
72
2013
12/12
(m)
40
Pace, FL
—
738
—
1,459
—
738
1,459
2,197
81
2013
12/12
(m)
40
Woodstock, GA
—
563
—
1,653
—
563
1,653
2,216
77
2014
12/12
(m)
40
Fairhope, AL
—
(l)
1,929
—
—
(l)
1,929
1,929
139
2012
02/13
40
Dothan, AL
—
667
—
1,400
—
667
1,400
2,067
80
2013
02/13
(m)
40
Auburn, AL
—
663
—
1,835
—
663
1,835
2,498
94
2013
03/13
(m)
40
Milton, GA
—
577
1,526
—
—
577
1,526
2,103
107
2012
03/13
40
Roswell, GA
—
814
—
1,851
—
816
1,851
2,667
64
2014
04/13
(m)
40
Marietta, GA
—
432
—
1,846
—
432
1,846
2,278
87
2014
04/13
(m)
40
Mt. Juliet, TN
—
875
1,566
—
—
875
1,566
2,441
96
2013
07/13
40
Chattanooga, TN
—
469
—
1,626
—
469
1,626
2,095
76
2014
07/13
(m)
40
Columbus, GA
—
550
—
1,520
—
550
1,520
2,070
71
2014
07/13
(m)
40
Birmingham, AL
—
445
—
1,640
—
445
1,640
2,085
80
2005
08/13
(o)
40
Hendersonville, TN
—
660
1,640
—
—
660
1,640
2,300
87
2013
11/13
40
Calera, AL
—
606
—
1,673
—
606
1,673
2,279
61
2014
12/13
(m)
40
Spring Hill, TN
—
589
—
1,718
—
589
1,718
2,307
52
2014
02/14
(m)
40
Athens, AL
—
497
—
1,834
—
497
1,834
2,331
48
2014
03/14
(m)
40
See accompanying report of independent registered public accounting firm.
F-3
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Panama City Beach, FL
—
995
—
1,745
—
995
1,745
2,740
49
2014
04/14
(m)
40
Gadsden, AL
—
527
—
1,565
—
527
1,565
2,092
41
2014
05/14
40
Knoxville, TN
—
2,021
—
2,118
—
2,021
2,118
4,139
20
2015
08/14
(m)
40
Fort Oglethorpe, GA
—
736
—
1,832
—
736
1,832
2,568
29
2015
08/14
(m)
40
Enterprise, AL
—
570
—
1,634
—
570
1,634
2,204
9
2015
01/15
(m)
(q)
American Freight:
Glen Allen, VA
—
889
1,948
—
—
889
1,948
2,837
954
1996
05/96
40
American Retail Service:
Lincoln City, OR
—
1,099
1,560
—
—
1,099
1,560
2,659
190
1973
12/12
25
Salem, OR
—
433
1,627
735
—
433
2,362
2,795
204
1999
12/12
(o)
40
Yuma, AZ
—
1,118
1,878
—
—
1,118
1,878
2,996
229
1987
12/12
25
Amoco:
Miami, FL
—
969
—
—
—
969
(i)
969
(i)
(i)
05/03
(i)
Sunrise, FL
—
949
—
—
—
949
(i)
949
(i)
(i)
06/03
(i)
Deerfield Beach, FL
—
770
274
26
—
770
300
1,070
71
1980
12/05
40
Amscot:
Tampa, FL
—
1,160
352
—
—
1,160
352
1,512
90
1981
10/05
40
Orlando, FL
—
764
—
891
—
764
891
1,655
211
2006
12/05
40
Orlando, FL
—
664
1,011
—
—
664
983
1,647
230
2006
12/05
(g)
40
Orlando, FL
—
358
—
900
—
358
900
1,258
216
2006
02/06
(g)
40
Orlando, FL
—
546
—
872
—
546
872
1,418
212
2006
02/06
(g)
40
Clearwater, FL
—
456
332
—
—
456
332
788
77
1967
09/06
40
See accompanying report of independent registered public accounting firm.
F-4
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Applebee's:
Ballwin, MO
—
1,496
1,404
—
—
1,496
1,404
2,900
493
1995
12/01
40
Cincinnati, OH
—
312
898
—
—
312
898
1,210
161
2,002
08/10
30
Crestview Hills, KY
—
1,069
1,367
—
—
1,069
1,367
2,436
294
1993
08/10
25
Danville, KY
—
641
1,645
—
—
641
1,645
2,286
295
2003
08/10
30
Florence, KY
—
1,075
1,488
—
—
1,075
1,488
2,563
320
1988
08/10
25
Frankfort, KY
—
862
1,610
—
—
862
1,610
2,472
289
1,993
08/10
30
Georgetown, KY
—
809
1,437
—
—
809
1,437
2,246
257
2001
08/10
30
Hilliard, OH
—
808
1,846
—
—
808
1,846
2,654
331
1998
08/10
30
Mason, OH
—
545
941
—
—
545
941
1,486
169
1997
08/10
30
Maysville, KY
—
513
1,387
—
—
513
1,387
1,900
213
2005
08/10
35
Nicholasville, KY
—
454
1,077
—
—
454
1,077
1,531
193
2000
08/10
30
Troy, OH
—
645
862
—
—
645
862
1,507
185
1996
08/10
25
Grove City, OH
—
511
1,415
—
—
511
1,415
1,926
246
1990
10/10
30
Kettering, OH
—
359
1,043
—
—
359
1,043
1,402
155
2005
10/10
35
Mesa, AZ
—
748
1,734
—
—
748
1,734
2,482
301
1998
10/10
30
Mesa, AZ
—
974
1,514
—
—
974
1,514
2,488
263
1992
10/10
30
Mt. Sterling, KY
—
510
1,392
—
—
510
1,392
1,902
207
2000
10/10
35
Phoenix, AZ
—
458
1,099
—
—
458
1,099
1,557
164
2004
10/10
35
Phoenix, AZ
—
781
1,456
—
—
781
1,456
2,237
253
1995
10/10
30
Angola, IN
—
478
1,533
—
—
478
1,533
2,011
64
2002
07/14
35
Arby's:
Colorado Springs, CO
—
206
534
—
—
206
534
740
187
1998
12/01
40
Thomson, GA
—
268
504
—
—
268
504
772
177
1997
12/01
40
Washington Courthouse, OH
—
157
546
—
—
157
546
703
192
1998
12/01
40
Whitmore Lake, MI
—
171
469
—
—
171
469
640
165
1993
12/01
40
Indianapolis, IN
—
456
830
—
—
456
830
1,286
35
2005
07/14
35
Indianapolis, IN
—
285
686
—
—
285
686
971
33
1998
07/14
30
Madison, GA
—
242
697
—
—
242
697
939
24
1985
02/15
25
Muncie, IN
—
400
876
—
—
400
876
1,276
23
1995
03/15
30
Gordonsville, TN
—
408
1,077
—
—
408
1,077
1,485
1
2009
12/15
30
See accompanying report of independent registered public accounting firm.
F-5
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
ARCO ampm:
Casa Grande, AZ
—
2,340
1,894
83
—
2,340
1,905
4,245
422
1993
05/08
35
Gilbert, AZ
—
1,317
1,304
85
—
1,166
1,325
2,491
301
1996
05/08
35
Globe, AZ
—
762
2,148
114
—
762
2,180
2,942
494
1998
05/08
35
Mesa, AZ
—
1,332
1,367
92
—
1,156
1,385
2,541
363
1986
05/08
30
Mesa, AZ
—
2,219
2,140
89
—
2,219
2,170
4,389
432
2000
05/08
40
Prescott, AZ
—
1,266
1,261
118
—
1,266
1,294
2,560
302
1997
05/08
35
Scottsdale, AZ
—
1,529
1,373
240
—
1,529
1,451
2,980
364
1999
05/08
35
Sedona, AZ
—
1,281
1,324
107
—
1,281
1,345
2,626
270
2000
05/08
40
Tucson, AZ
—
1,457
1,619
125
—
1,457
1,651
3,108
379
1995
05/08
35
Tucson, AZ
—
1,083
1,599
86
—
1,083
1,620
2,703
366
1992
05/08
35
Tucson, AZ
—
1,105
1,336
111
—
1,105
1,358
2,463
309
1992
05/08
35
Tucson, AZ
—
1,223
1,911
102
—
1,223
1,932
3,155
434
1996
05/08
35
Soldotna, AK
—
180
891
—
—
180
891
1,071
52
1985
07/14
25
Ashley Furniture:
Altamonte Springs, FL
—
2,906
4,877
315
—
2,906
5,192
8,098
2,350
1997
09/97
40
Florissant, MO
—
896
1,057
3,058
—
899
4,113
5,012
635
1996
04/03
(g)
40
Louisville, KY
—
1,667
4,989
—
—
1,667
4,989
6,656
1,346
2005
03/05
40
At Home:
Douglasville, GA
—
1,588
3,916
—
—
1,588
3,916
5,504
693
1987
06/12
20
Humble, TX
—
3,559
5,046
—
—
3,559
5,046
8,605
715
2001
06/12
25
Noblesville, IN
—
1,870
4,241
—
—
1,870
4,241
6,111
751
1995
06/12
20
Sandston, VA
—
1,972
6,599
—
—
1,972
6,599
8,571
935
1996
06/12
25
Greensboro, NC
—
2,121
6,460
—
—
2,121
6,460
8,581
655
1998
12/12
30
Greenville, SC
—
1,892
5,404
—
—
1,892
5,404
7,296
297
1996
08/14
25
Hilliard, OH
—
1,747
4,642
—
—
1,836
4,514
6,350
218
1994
10/14
25
San Antonio, TX
—
3,818
5,922
—
—
3,818
5,922
9,740
107
1999
06/15
30
AT&T:
Cincinnati, OH
—
297
443
347
—
312
775
1,087
249
1999
06/98
40
See accompanying report of independent registered public accounting firm.
F-6
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Auto Solution:
Albuquerque, NM
—
1,113
—
1,443
—
1,113
1,443
2,556
374
2005
04/04
(f)
40
Babies R Us:
Arlington, TX
—
831
2,612
—
—
831
2,612
3,443
1,274
1996
06/96
40
Independence, MO
—
1,679
2,302
115
—
1,679
2,417
4,096
837
1996
12/01
40
Bandana's BBQ:
St. Peters, MO
—
318
640
—
—
318
640
958
22
1981
02/15
25
BankUnited:
Orlando, FL
—
257
287
—
—
257
72
329
11
1988
07/92
30
Bar Louie:
Rochester, NY
—
792
1,535
104
—
792
1,639
2,431
328
1995
06/07
40
Barnes & Noble:
Brandon, FL
—
1,476
1,527
—
—
1,476
1,527
3,003
801
1995
08/94
(f)
40
Glendale, CO
—
3,245
2,722
—
—
3,245
2,722
5,967
1,446
1994
09/94
40
Houston, TX
—
3,308
2,396
—
—
3,308
2,396
5,704
1,213
1995
10/94
(f)
40
Plantation, FL
—
3,616
3,498
—
—
3,616
960
4,576
71
1996
05/95
(f)
30
Freehold, NJ (n)
—
2,917
2,261
—
—
2,917
2,261
5,178
1,126
1995
01/96
40
Dayton, OH
—
1,413
3,325
—
—
1,413
3,325
4,738
1,530
1996
05/97
40
Redding, CA
—
497
1,626
—
—
497
1,626
2,123
754
1997
06/97
40
Memphis, TN
—
1,574
2,242
—
—
1,574
2,242
3,816
668
1997
09/97
40
Marlton, NJ
—
2,831
4,319
—
—
2,709
4,319
7,028
1,849
1995
11/98
40
Batteries Plus Bulbs:
Sunrise, FL
—
287
424
41
—
287
465
752
124
1979
05/04
40
Bealls:
Sarasota, FL
—
1,078
1,795
—
—
1,078
1,795
2,873
560
1996
09/97
40
See accompanying report of independent registered public accounting firm.
F-7
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Beautiful America Dry Cleaners:
Orlando, FL
10
(h)
40
111
—
—
40
111
151
33
2001
02/04
40
Bed Bath & Beyond:
Glen Allen, VA
—
1,184
2,843
179
—
1,184
3,021
4,205
997
1997
06/98
40
Glendale, AZ
—
1,082
—
2,758
—
1,082
2,758
3,840
1,135
1999
12/98
(g)
40
Midland, MI
—
231
—
2,705
—
231
2,705
2,936
617
2006
07/03
40
Colonie, NY
—
3,119
4,130
—
—
3,119
4,130
7,249
189
1967
08/14
30
Bell Carolina (Taco Bell):
Fayetteville, NC
—
149
1,652
—
—
149
1,652
1,801
102
1988
06/14
25
Fayetteville, NC
—
289
1,205
—
—
289
1,205
1,494
62
1998
06/14
30
Fayetteville, NC
—
298
1,989
—
—
298
1,989
2,287
102
2005
06/14
30
Fayetteville, NC
—
607
1,135
—
—
607
1,135
1,742
70
1982
06/14
25
Fayetteville, NC
—
686
1,631
—
—
686
1,631
2,317
101
1992
06/14
25
Fayetteville, NC
—
388
1,552
—
—
388
1,552
1,940
80
1996
06/14
30
Fayetteville, NC
—
497
1,691
—
—
497
1,691
2,188
87
2008
06/14
30
Fayetteville, NC
—
269
1,771
—
—
269
1,771
2,040
109
1993
06/14
25
Fayetteville, NC
—
448
1,334
—
—
448
1,334
1,782
69
1998
06/14
30
Holly Ridge, NC
—
189
1,791
—
—
189
1,791
1,980
79
2012
06/14
35
Hope Mills, NC
—
438
2,138
—
—
438
2,138
2,576
132
1990
06/14
25
Jacksonville, NC
—
577
1,304
—
—
577
1,304
1,881
57
2013
06/14
35
Jacksonville, NC
—
388
2,347
—
—
388
2,347
2,735
103
2007
06/14
35
Jacksonville, NC
—
398
2,069
—
—
398
2,069
2,467
106
1994
06/14
30
Jacksonville, NC
—
428
2,327
—
—
428
2,327
2,755
143
1993
06/14
25
Leland, NC
—
289
1,205
—
—
289
1,205
1,494
53
2008
06/14
35
Lumberton, NC
—
368
2,208
—
—
368
2,208
2,576
113
2003
06/14
30
Midway Park, NC
—
467
2,069
—
—
467
2,069
2,536
128
1993
06/14
25
Pembroke, NC
—
438
1,095
—
—
438
1,095
1,533
56
2008
06/14
30
Saint Pauls, NC
—
419
767
—
—
419
767
1,186
39
2008
06/14
30
Shallotte, NC
—
329
827
—
—
329
827
1,156
36
2011
06/14
35
Spring Lake, NC
—
408
2,009
—
—
408
2,009
2,417
88
2009
06/14
35
Whiteville, NC
—
179
1,315
—
—
179
1,315
1,494
58
2010
06/14
35
Wilmington, NC
—
547
1,423
—
—
547
1,423
1,970
63
2013
06/14
35
Wilmington, NC
—
587
2,277
—
—
587
2,277
2,864
100
2006
06/14
35
Wilmington, NC
—
239
1,463
—
—
239
1,463
1,702
64
2013
06/14
35
Swansboro, NC
—
430
1,359
—
—
430
1,359
1,789
24
2015
04/15
40
Best Buy:
Brandon, FL
—
2,985
2,772
—
—
2,985
2,772
5,757
1,308
1996
02/97
40
Cuyahoga Falls, OH
—
3,709
2,359
—
—
3,709
2,359
6,068
1,094
1970
06/97
40
Rockville, MD
—
6,233
3,419
—
—
6,233
3,419
9,652
1,578
1995
07/97
40
Fairfax, VA
—
3,052
3,218
—
—
3,052
3,218
6,270
1,478
1995
08/97
40
St. Petersburg, FL
—
4,032
2,611
—
—
4,032
2,611
6,643
1,013
1997
09/97
35
North Fayette, PA
—
2,331
2,293
—
—
2,331
2,293
4,624
1,006
1997
06/98
40
Denver, CO
—
8,882
4,373
—
—
8,882
4,373
13,255
1,590
1991
06/01
40
Albuquerque, NM
—
2,157
3,132
—
—
2,157
3,132
5,289
538
1992
09/11
25
Arlington, TX
—
1,372
3,890
—
—
1,372
3,890
5,262
668
1991
09/11
25
Beaumont, TX
—
614
2,177
—
—
614
2,177
2,791
467
1992
09/11
20
Dallas, TX (n)
—
906
—
—
—
906
—
906
(e)
(e)
09/11
(e)
Fort Collins, CO
—
2,054
3,346
—
—
2,054
3,346
5,400
574
1992
09/11
25
Fort Worth, TX
—
687
2,177
—
—
687
2,177
2,864
311
1992
09/11
30
Houston, TX
—
1,409
3,095
—
—
1,409
3,095
4,504
443
1992
09/11
30
Matteson, IL
—
384
2,089
—
—
384
2,089
2,473
448
1992
09/11
20
Nashua, NH
—
1,028
7,052
—
—
1,028
7,052
8,080
1,009
1999
09/11
30
North Attleborough, MA
—
2,761
4,165
—
—
2,761
4,165
6,926
596
1999
09/11
30
Schaumburg, IL
—
3,170
4,784
—
—
3,170
4,784
7,954
1,027
1965
09/11
20
Virginia Beach, VA
—
3,140
4,276
—
—
3,140
4,276
7,416
612
1999
09/11
30
Big Lots:
Dover, NJ
—
1,138
3,238
732
—
1,138
3,970
5,108
1,485
1995
11/98
40
BJ's Wholesale Club:
Orlando, FL
788
(h)
3,270
8,608
365
—
3,274
8,969
12,244
2,673
2001
02/04
40
Fairfax, VA
—
6,792
14,941
—
—
6,792
14,941
21,733
2,137
1992
09/11
30
Hamilton, NJ
—
3,166
29,373
—
—
3,166
29,373
32,539
3,602
2002
09/11
35
Hialeah, FL
—
4,792
14,067
—
—
4,792
14,067
18,859
2,012
2000
09/11
30
Roxbury, NJ
—
3,040
16,168
—
—
3,040
16,168
19,208
2,775
1993
09/11
25
W. Hartford, CT
—
2,846
14,299
—
—
2,846
14,299
17,145
2,046
1996
09/11
30
Blend Frozen Yogurt:
Lapeer, MI
—
63
457
—
—
63
436
499
94
2007
10/05
40
BMW:
Duluth, GA
—
4,434
4,080
6,559
—
4,504
10,639
15,143
2,765
1984
12/01
40
Bob's Discount Furniture:
Merrillville, IN
—
981
—
—
—
981
(e)
981
(e)
(e)
09/15
(m)
(e)
Bombones Sports Bar:
Dallas, TX
—
1,138
1,025
370
—
1,138
1,395
2,533
369
1994
12/01
40
Bonefish:
Mobile, AL
—
801
2,137
—
—
801
2,137
2,938
231
2006
03/12
35
Pensacola, FL
—
734
2,003
—
—
734
2,003
2,737
217
2004
03/12
35
Books-A-Million:
Newark, DE
—
2,394
4,789
—
—
2,366
4,789
7,155
2,517
1994
12/94
40
Bangor, ME
—
1,547
2,487
—
—
1,547
2,487
4,034
1,214
1996
06/96
40
Borough of Abbottstown:
Abbottstown, PA
—
55
200
—
—
55
200
255
50
2000
01/06
40
Boston Market:
Geneva, IL
—
653
601
—
—
669
518
1,187
188
1996
12/01
40
N. Olmsted, OH
—
602
461
—
—
602
389
991
137
1996
12/01
40
Novi, MI
—
836
651
—
—
836
298
1,134
108
1995
12/01
40
BP:
Jeannette, PA
—
79
235
—
—
79
235
314
14
1995
07/14
25
See accompanying report of independent registered public accounting firm.
F-8
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Buck's:
St. Louis, MO
—
776
—
3,822
—
776
3,822
4,598
641
2009
12/07
(o)
40
Glendale Heights, IL
—
1,662
—
—
—
1,662
(e)
1,662
(e)
(e)
03/14
(m)
(e)
Omaha, NE
—
2,662
—
—
—
2,662
(e)
2,662
(e)
(e)
05/15
(m)
(e)
Council Bluffs, IA
—
374
2,187
351
—
374
2,538
2,912
40
2015
06/15
(m)
40
Buffalo Wild Wings:
Michigan City, IN
—
163
492
—
—
163
492
655
173
1996
12/01
40
Burger King:
Colonial Heights, VA
—
662
610
—
—
662
610
1,272
214
1997
12/01
40
Clifton Park, NY
—
199
1,639
—
—
199
1,639
1,838
41
2004
02/15
35
Colorado Springs, CO
—
638
1,047
—
—
638
1,047
1,685
37
1978
02/15
25
Durham, NC (n)
—
604
581
—
—
604
581
1,185
17
2005
02/15
30
Durham, NC (n)
—
566
555
—
—
566
555
1,121
16
1998
02/15
30
Farmington, ME
—
461
708
—
—
461
708
1,169
21
1980
02/15
30
Yakima, WA
—
596
1,110
—
—
596
1,110
1,706
32
1979
02/15
30
Fairfield, OH
—
382
1,146
—
—
382
1,146
1,528
26
1984
03/15
35
Burlington Coat Factory:
Lacey, WA
—
2,777
7,082
3,291
—
2,777
10,373
13,150
3,534
1992
02/97
40
Chesterfield, MO
—
2,742
6,469
—
—
2,742
6,469
9,211
74
2015
04/15
40
Buybacks Entertainment:
Lafayette, LA
—
603
1,149
30
—
603
1,179
1,782
292
1999
12/05
40
C&C Gymnastics:
Augusta, GA
—
177
674
—
—
177
674
851
237
1998
12/01
40
Caliber Collision:
Alvin, TX
—
400
712
—
—
400
712
1,112
174
1984
02/11
20
Galveston, TX
—
361
789
—
—
361
789
1,150
192
1965
02/11
20
Houston, TX
—
348
1,731
—
—
348
1,731
2,079
338
1987
02/11
25
Copperas Cove, TX
—
269
1,436
—
—
269
1,436
1,705
162
1972
01/12
35
See accompanying report of independent registered public accounting firm.
F-9
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Killeen, TX
—
408
2,171
—
—
408
2,171
2,579
344
1986
01/12
25
Austin, TX
—
1,071
3,412
—
—
1,071
3,412
4,483
529
1975
02/12
25
Gilbert, AZ
—
474
1,543
—
—
474
1,543
2,017
186
2003
05/12
30
Spring, TX
—
913
2,307
—
—
913
2,307
3,220
272
2006
06/12
30
Tomball, TX
—
414
1,281
—
—
414
1,281
1,695
130
2009
06/12
35
Edmond, OK
—
472
1,437
—
—
472
1,437
1,909
134
1964
03/13
30
Camping World:
Vacaville, CA
—
2,467
6,575
—
—
2,467
6,575
9,042
1,025
2008
07/10
35
North Little Rock, AR
—
1,198
3,348
2,237
—
1,280
5,513
6,793
630
2007
09/10
(o)
35
Strafford, MO
—
1,278
3,694
2,099
—
1,846
5,225
7,071
608
2007
09/10
(o)
35
Avondale, AZ
—
1,976
3,040
3,200
—
1,976
6,239
8,215
649
2009
05/11
(o)
35
Mesa, AZ
—
3,972
2,046
981
—
3,975
3,027
7,002
470
1983
05/11
25
Bowling Green, KY
—
584
2,481
—
—
584
2,481
3,065
316
2007
07/11
35
Council Bluffs, IA
—
2,013
2,806
945
—
2,955
2,806
5,761
357
2008
07/11
(o)
35
Roanoke, VA
—
2,046
5,050
1,517
—
3,563
5,050
8,613
643
2008
07/11
(o)
35
Golden, CO
—
5,516
—
6,544
—
6,446
6,544
12,990
607
2012
10/11
(m)
40
Belleville, MI
—
1,156
2,071
—
—
1,156
2,071
3,227
335
1986
12/11
25
Kissimmee, FL
—
1,578
2,783
—
—
1,578
2,783
4,361
450
1979
12/11
25
La Mirada, CA
—
3,593
911
—
—
3,577
907
4,484
122
1996
12/11
30
Myrtle Beach, SC
—
540
61
—
—
540
61
601
10
1976
12/11
25
Nashville, TN
—
1,155
1,034
5,665
—
3,626
4,235
7,861
431
1985
12/11
(o)
40
Valencia, CA
—
4,788
4,191
—
—
4,766
4,179
8,945
676
1980
12/11
25
Calera, AL
—
1,204
3,075
—
—
1,204
3,075
4,279
333
2008
03/12
35
Jacksonville, FL
—
2,343
2,679
—
—
1,289
2,679
3,968
406
1973
03/12
25
Louisville, TN
—
990
554
1,194
—
990
1,748
2,738
131
1977
03/12
(o)
40
Winter Garden, FL
—
1,173
3,178
—
—
1,173
3,178
4,351
402
1973
03/12
30
Cocoa, FL
—
1,194
1,876
—
—
1,194
1,876
3,070
216
1981
07/12
30
Dover, FL
—
2,431
9,658
3,047
—
5,478
9,658
15,136
726
2013
01/13
35
Grain Valley, MO
—
1,210
2,908
1,709
—
2,533
3,294
5,827
192
2003
09/13
(o)
35
Lubbock, TX
—
775
3,998
—
—
775
3,998
4,773
305
1997
09/13
30
Olive Branch, MS
—
3,163
—
3,836
—
3,163
3,836
6,999
140
2014
11/13
(m)
40
Cedar Falls, IA
—
1,924
3,810
1,426
—
1,924
5,235
7,159
250
2015
03/14
(o)
30
Akron, OH
—
1,221
7,868
—
—
1,221
7,868
9,089
249
1991
03/15
25
See accompanying report of independent registered public accounting firm.
F-10
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Anniston, AL
—
3,206
5,328
1,284
—
3,206
6,612
9,818
150
2015
03/15
(o)
30
Richmond, IN
—
1,096
1,424
—
—
1,096
1,424
2,520
38
1998
03/15
30
Marion, NC
—
1,712
5,317
—
—
1,712
5,317
7,029
115
2003
06/15
25
Syracuse, NY
—
1,070
8,573
—
—
1,070
8,573
9,643
155
2001
06/15
30
North Charleston, SC
—
2,444
681
—
—
2,444
681
3,125
12
1985
07/15
(o)
25
Jackson, MS
—
1,690
4,241
—
—
1,690
4,241
5,931
40
2015
08/15
40
Captain D's:
Tupelo, MS
—
360
517
—
—
360
517
877
15
1999
02/15
30
Ft. Worth, TX
—
254
563
—
—
254
563
817
22
1982
03/15
20
Kingsland, GA
—
570
—
843
—
570
843
1,413
(q)
2015
09/15
(q)
(q)
Dothan, AL
—
159
1,075
—
—
159
1,075
1,234
1
1985
12/15
30
Carl's Jr.:
Spokane, WA (n)
—
471
530
—
—
471
530
1,001
186
1996
12/01
40
Chandler, AZ
—
729
644
—
—
729
644
1,373
340
1984
06/05
20
Tucson, AZ
—
681
536
103
—
681
639
1,320
639
1988
06/05
10
Carmike Cinemas:
Fayetteville, NC
—
2,409
—
13,750
—
2,409
13,750
16,159
387
2014
11/13
40
Montgomery, AL
—
1,686
11,156
—
—
1,686
11,156
12,842
360
2014
09/14
40
Albuquerque, NM
—
1,474
—
10,301
—
1,474
10,301
11,775
54
2015
11/14
(m)
40
See accompanying report of independent registered public accounting firm.
F-11
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
CarQuest:
Abbeville, LA
—
23
148
—
—
23
148
171
37
1970
12/10
20
Abbotsford, WI
—
56
163
—
—
56
163
219
33
1984
12/10
25
Aberdeen, SD (n)
—
71
329
—
—
71
329
400
83
1961
12/10
20
Addison, IL
—
76
314
—
—
76
314
390
63
1971
12/10
25
Alsip, IL
—
57
323
—
—
57
323
380
81
1972
12/10
20
Anaconda, MT
—
35
307
—
—
35
307
342
77
1965
12/10
20
Ann Arbor, MI
—
25
241
—
—
25
241
266
61
1970
12/10
20
Antigo, WI
—
96
294
—
—
96
294
390
49
1998
12/10
30
Appleton, WI (n)
—
85
438
—
—
85
438
523
74
1995
12/10
30
Arden, NC
—
42
281
—
—
42
281
323
57
1989
12/10
25
Baker, MT
—
12
140
—
—
12
140
152
35
1965
12/10
20
Bakersfield, CA
—
77
484
—
—
77
484
561
122
1945
12/10
20
Bangor, ME (n)
—
53
356
—
—
53
356
409
120
1945
12/10
15
Bangor, ME
—
51
339
—
—
51
339
390
68
1985
12/10
25
Bartlett, TN
—
40
293
—
—
40
293
333
59
1989
12/10
25
Bay City, MI
—
14
100
—
—
14
100
114
34
1942
12/10
15
Bay City, MI
—
106
521
—
—
106
521
627
175
1920
12/10
15
Bay City, MI
—
41
282
—
—
41
282
323
57
1989
12/10
25
Bellevue, NE
—
29
142
—
—
29
142
171
36
1965
12/10
20
Bend, OR
—
125
245
—
—
125
245
370
83
1935
12/10
15
Biddeford, ME
—
60
320
—
—
60
320
380
81
1968
12/10
20
Billings, MT
—
31
188
—
—
31
188
219
38
1970
12/10
25
Bismarck, ND
—
25
136
—
—
25
136
161
27
1985
12/10
25
Bozeman, MT
—
28
257
—
—
28
257
285
65
1964
12/10
20
Brunswick, ME
—
41
254
—
—
41
254
295
51
1985
12/10
25
Bucksport, ME
—
19
114
—
—
19
114
133
29
1976
12/10
20
Burlington, NC
—
47
229
—
—
47
229
276
38
1994
12/10
30
Carol Stream, IL
—
103
515
—
—
103
515
618
130
1960
12/10
20
Chicago, IL
—
83
383
—
—
83
383
466
77
1987
12/10
25
Chippewa Falls, WI
—
33
328
—
—
33
328
361
55
1996
12/10
30
Cody, WY (n)
—
146
253
—
—
96
253
349
43
1999
12/10
30
Colstrip, MT
—
39
275
—
—
39
275
314
55
1981
12/10
25
Connersville, IN
—
28
171
—
—
28
171
199
58
1920
12/10
15
Corapolis, PA (n)
—
74
316
—
—
74
316
390
80
1980
12/10
20
Cut Bank, MT
—
9
115
—
—
9
115
124
29
1937
12/10
20
Devils Lake, ND
—
38
276
—
—
38
276
314
46
1999
12/10
30
Dillon, MT
—
24
204
—
—
24
204
228
51
1973
12/10
20
Dodge City, KS (n)
—
43
166
—
—
43
166
209
56
1948
12/10
15
Eau Claire, WI
—
33
204
—
—
33
204
237
51
1956
12/10
20
Elgin, IL
—
88
311
—
—
88
311
399
78
1965
12/10
20
Enterprise, AL
—
25
184
—
—
25
184
209
37
1988
12/10
25
Escanaba, MI
—
40
283
—
—
40
283
323
57
1982
12/10
25
Evansville, IN
—
60
301
—
—
60
301
361
61
1980
12/10
25
Fairbanks, AK
—
292
545
—
—
292
545
837
78
2003
12/10
35
Gainesville, FL (n)
—
47
362
—
—
47
362
409
122
1957
12/10
15
Glasgow, MT
—
48
275
—
—
48
275
323
69
1972
12/10
20
Great Falls, MT
—
17
173
—
—
17
173
190
44
1967
12/10
20
Greenville, OH
—
63
193
—
—
63
193
256
65
1910
12/10
15
Hamilton, MT
—
24
242
—
—
24
242
266
49
1991
12/10
25
Harlem, MT
—
17
116
—
—
17
116
133
23
1983
12/10
25
Hayward, WI
—
57
333
—
—
57
333
390
67
1980
12/10
25
Helena, MT
—
31
282
—
—
31
282
313
57
1987
12/10
25
Houlton, ME
—
38
219
—
—
38
219
257
110
1915
12/10
10
Irving, TX
—
182
208
—
—
182
208
390
52
1984
12/10
20
Kalispell, MT (n)
—
59
645
—
—
59
645
704
108
1998
12/10
30
Kennedale, TX
—
88
283
—
—
88
283
371
71
1959
12/10
20
Lafayette, LA
—
51
357
—
—
51
357
408
60
1996
12/10
30
Laurel, MS
—
74
202
—
—
74
202
276
68
1959
12/10
15
Lewistown, MT
—
19
180
—
—
19
180
199
36
1964
12/10
25
Livingston, MT
—
34
261
—
—
34
261
295
66
1976
12/10
20
Lufkin, TX
—
94
229
—
—
94
229
323
58
1986
12/10
20
Madison, TN
—
78
179
—
—
78
179
257
36
1988
12/10
25
Madison, WI
—
57
409
—
—
57
409
466
82
1973
12/10
25
Malta, MT
—
19
181
—
—
19
181
200
36
1976
12/10
25
Marshfield, WI
—
60
282
—
—
60
282
342
71
1940
12/10
20
Medford, WI
—
37
229
—
—
37
229
266
46
1988
12/10
25
Memphis, TN
—
38
199
—
—
38
199
237
40
1987
12/10
25
Metamora, IL
—
69
292
—
—
69
292
361
49
1996
12/10
30
Midland, MI
—
44
336
—
—
44
336
380
56
1986
12/10
30
Midland, TX
—
36
212
—
—
36
212
248
71
1960
12/10
15
Montello, WI
—
26
173
—
—
26
173
199
29
1997
12/10
30
Muskegon, MI
—
38
257
—
—
38
257
295
43
1990
12/10
30
Neillsville, WI
—
26
145
—
—
26
145
171
29
1979
12/10
25
Nicholasville, KY
—
54
241
—
—
54
241
295
49
1988
12/10
25
Ocala, FL
—
78
416
—
—
78
416
494
140
1971
12/10
15
Olathe, KS
—
78
235
—
—
78
235
313
79
1950
12/10
15
Oshkosh, WI
—
99
224
—
—
99
224
323
38
1999
12/10
30
Overland, MO
—
68
370
—
—
68
370
438
93
1961
12/10
20
Owosso, MI
—
50
264
—
—
50
264
314
53
1986
12/10
25
Pearl, MS
—
43
195
—
—
43
195
238
33
1989
12/10
30
Phillips, WI
—
23
177
—
—
23
177
200
30
1992
12/10
30
Powell, WY
—
37
182
—
—
37
182
219
37
1978
12/10
25
Rhinelander, WI
—
28
115
—
—
28
115
143
29
1958
12/10
20
River Falls, WI
—
42
234
—
—
42
234
276
59
1976
12/10
20
Riverton, WY
—
99
300
—
—
99
300
399
61
1978
12/10
25
Rockford, IL
—
61
376
—
—
61
376
437
76
1962
12/10
25
Roundup, MT
—
23
205
—
—
23
205
228
52
1972
12/10
20
Schofield, WI
—
41
425
—
—
41
425
466
107
1968
12/10
20
Sheboygan, WI
—
77
370
—
—
77
370
447
53
2007
12/10
35
Shelby, MT
—
20
208
—
—
20
208
228
52
1976
12/10
20
Shelbyville, KY
—
52
224
—
—
52
224
276
45
1982
12/10
25
Sidney, MT (n)
—
42
395
—
—
42
395
437
100
1962
12/10
20
Spartanburg, SC
—
53
252
—
—
53
252
305
51
1972
12/10
25
Spokane, WA
—
66
201
—
—
66
201
267
51
1965
12/10
20
Spokane, WA
—
93
373
—
—
93
373
466
94
1972
12/10
20
St. Peter, MN
—
17
259
—
—
17
259
276
43
1999
12/10
30
Stayton, OR
—
88
312
—
—
88
312
400
52
1994
12/10
30
Stevens Point, WI (n)
—
61
405
—
—
61
405
466
82
1975
12/10
25
Sulphur, LA
—
31
216
—
—
31
216
247
55
1984
12/10
20
Thornton, CO
—
414
536
—
—
414
536
950
90
1996
12/10
30
Troy, AL
—
15
52
—
—
15
52
67
17
1966
12/10
15
See accompanying report of independent registered public accounting firm.
F-12
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Wasilla, AK
—
227
504
—
—
227
504
731
73
2002
12/10
35
Wausau, WI
—
52
300
—
—
52
300
352
60
1989
12/10
25
Wautoma, WI
—
18
106
—
—
18
106
124
27
1959
12/10
20
Waynesboro, MS
—
15
71
—
—
15
71
86
24
1962
12/10
15
West Columbia, SC
—
41
159
—
—
41
159
200
40
1962
12/10
20
West Memphis, AR
—
58
294
—
—
58
294
352
59
1987
12/10
25
Whitefish, MT
—
30
227
—
—
30
227
257
38
1993
12/10
30
Williston, ND
—
35
297
—
—
35
297
332
50
1999
12/10
30
Windom, MN
—
5
137
—
—
5
137
142
35
1950
12/10
20
Wisconsin Rapids, WI
—
41
215
—
—
41
215
256
54
1975
12/10
20
Yakima, WA
—
50
321
—
—
50
321
371
81
1965
12/10
20
Aurora, IL
—
641
226
—
—
641
226
867
55
1971
02/11
20
Benton Harbor, MI
—
207
160
—
—
207
160
367
39
1978
02/11
20
Caro, MI
—
85
132
—
—
85
132
217
64
1941
02/11
10
Eagle River, WI
—
99
52
—
—
99
52
151
13
1978
02/11
20
Essexville, MI
—
113
113
—
—
113
113
226
28
1974
02/11
20
Lexington, KY
—
85
226
—
—
85
226
311
37
1991
02/11
30
Mt. Pleasant, MI
—
85
207
—
—
85
207
292
40
1984
02/11
25
Saginaw, MI
—
179
75
—
—
179
75
254
37
1955
02/11
10
Warrenton, VA
—
123
66
—
—
123
66
189
32
1939
02/11
10
Billings, MT
—
66
291
—
—
66
291
357
52
1994
07/11
25
Mobile, AL
—
75
197
—
—
75
197
272
44
1975
07/11
20
New Castle, IN
—
113
19
—
—
113
19
132
3
1991
07/11
25
Spokane, WA
—
75
56
—
—
75
56
131
13
1955
07/11
20
Chicago, IL
—
90
239
—
—
90
239
329
66
1949
11/11
15
Missoula, MT
—
99
367
—
—
99
367
466
76
1965
11/11
20
Sheridan, WY
—
198
385
—
—
198
385
583
79
1980
11/11
20
Sauk Centre, MN
—
64
85
—
—
64
85
149
14
1958
11/11
25
Watford City, ND
—
31
124
—
—
31
124
155
20
1974
11/11
25
Fairmont, MN
—
98
166
—
—
98
166
264
33
1978
01/12
20
Sycamore, IL
—
49
476
—
—
49
476
525
94
1924
01/12
20
Worland, WY
—
48
193
—
—
48
193
241
36
1949
04/12
20
Anchorage, AK
—
315
92
—
—
315
92
407
16
1971
06/12
20
Havre, MT
—
29
305
—
—
29
305
334
54
1964
06/12
20
See accompanying report of independent registered public accounting firm.
F-13
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Orchard Park, NY
—
353
—
725
—
267
725
992
40
2013
05/13
(m)
40
Morrisville, NC
—
127
332
—
—
127
332
459
35
1992
05/13
25
Salt Lake City, UT
—
571
697
—
—
571
697
1,268
92
1951
05/13
20
San Antonio, TX
—
137
361
—
—
137
361
498
47
1980
05/13
20
San Antonio, TX
—
87
719
—
—
87
719
806
75
1973
05/13
25
Jackson, MS
—
253
—
604
—
253
604
857
31
2013
06/13
(m)
40
Crestview, FL
—
158
463
—
—
158
463
621
35
2003
09/13
30
Depew, NY
—
309
—
821
—
309
821
1,130
33
2014
10/13
(m)
40
Sherman, TX
—
183
—
657
—
183
657
840
31
2005
01/14
(o)
35
Carrabba's:
Canton, MI
—
685
1,687
—
—
685
1,687
2,372
213
2002
03/12
30
Cape Coral, FL
—
645
2,965
—
—
645
2,965
3,610
321
2005
03/12
35
Dallas, TX
—
672
1,078
—
—
672
1,078
1,750
136
2000
03/12
30
Gainesville, FL
—
922
1,944
—
—
922
1,944
2,866
246
2001
03/12
30
Jacksonville, FL
—
1,140
1,428
—
—
1,140
1,428
2,568
180
2001
03/12
30
Mason, OH
—
653
2,267
—
—
653
2,267
2,920
287
2000
03/12
30
Maumee, OH
—
525
2,684
—
—
525
2,684
3,209
339
2002
03/12
30
Mobile, AL
—
633
1,909
—
—
633
1,909
2,542
241
2001
03/12
30
Pensacola, FL
—
734
1,854
—
—
734
1,854
2,588
201
2003
03/12
35
Waldorf, MD
—
1,473
2,199
—
—
1,473
2,199
3,672
238
2007
03/12
35
Carvers:
Centerville, OH
—
851
1,059
—
—
851
1,059
1,910
372
1986
12/01
40
Chair King:
Grapevine, TX
—
1,018
2,067
273
—
1,018
2,340
3,358
936
1998
06/98
40
Champps:
Irving, TX
—
1,760
1,724
—
—
1,760
1,724
3,484
605
2000
12/01
40
Charleston Auto Auction:
Moncks Corner, SC
—
1,628
5,911
—
—
1,628
5,911
7,539
57
2000
09/15
(o)
30
See accompanying report of independent registered public accounting firm.
F-14
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Cheddar's Cafe:
Baytown, TX
—
858
2,251
—
—
858
2,251
3,109
284
2010
12/10
40
West Monroe, LA
—
907
2,301
—
—
907
2,301
3,208
285
2010
01/11
40
Selma, TX
—
1,446
—
2,439
—
1,446
2,439
3,885
262
2011
03/11
(m)
40
Jonesboro, AR
—
1,206
—
2,459
—
1,206
2,459
3,665
254
2011
05/11
(m)
40
Hattiesburg, MS
—
1,203
—
—
—
1,196
(i)
1,196
(i)
(i)
11/11
(i)
Pleasant Prairie, WI
—
1,310
—
2,779
—
1,310
2,779
4,089
153
2013
04/13
(m)
40
Liberty, MO
—
1,313
—
3,140
—
1,313
3,140
4,453
154
2014
07/13
(m)
40
Chick-Fil-A:
Ankeny, IA
—
662
—
—
—
662
(i)
662
(i)
(i)
06/05
(i)
Chili's:
Camden, SC
—
627
1,888
—
—
627
1,888
2,515
486
2005
09/05
40
Milledgeville, GA
—
516
1,997
—
—
516
1,997
2,513
514
2005
09/05
40
Sumter, SC
—
800
1,717
—
—
800
1,717
2,517
431
2004
12/05
40
Hinesville, GA
—
921
1,898
—
—
921
1,898
2,819
421
2006
02/07
40
Albany, GA
—
615
—
1,984
—
615
1,984
2,599
407
2007
06/07
(m)
40
Statesboro, GA
—
703
—
1,888
—
703
1,888
2,591
383
2007
06/07
(m)
40
Florence, SC
—
889
1,715
—
—
889
1,715
2,604
366
2007
06/07
40
Valdosta, GA
—
716
—
1,871
—
716
1,871
2,587
376
2007
07/07
(m)
40
Tifton, GA
—
454
1,550
—
—
454
1,550
2,004
279
2008
06/08
40
Evans, GA
—
700
—
1,511
—
685
1,511
2,196
260
2009
10/08
(m)
40
Jefferson City, MO
—
305
898
—
—
305
898
1,203
155
2003
12/09
35
Merriam, KS
—
853
981
—
—
853
981
1,834
198
1998
12/09
30
Wichita, KS
—
420
623
—
—
420
623
1,043
126
1995
12/09
30
Hutchinson, KS
—
456
1,794
—
—
456
1,794
2,250
172
2004
02/13
30
Lexington, SC
—
630
1,620
—
—
630
1,620
2,250
133
2008
02/13
35
China 1:
Cohoes, NY
—
16
87
6
—
16
93
109
28
1994
09/04
40
China Wok:
Carlisle, PA
—
90
107
—
—
90
107
197
25
1988
01/06
40
See accompanying report of independent registered public accounting firm.
F-15
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Chipotle:
Florissant, MO
—
50
59
170
—
50
228
278
35
2013
04/03
(g)
40
Chuck E. Cheese's:
Mobile, AL
—
340
951
—
—
340
951
1,291
196
1981
11/11
20
Antioch, TN
—
459
1,738
—
—
459
1,738
2,197
169
1982
07/14
15
Huntsville, AL
—
382
1,182
—
—
382
1,182
1,564
86
1960
07/14
20
Saginaw, MI
—
489
1,203
—
—
489
1,203
1,692
88
1981
07/14
20
Albuquerque, NM
—
794
2,126
—
—
794
2,126
2,920
84
2003
08/14
35
Alexandria, LA
—
872
3,291
—
—
872
3,291
4,163
181
1983
08/14
25
Alpharetta, GA
—
2,027
1,743
—
—
2,027
1,743
3,770
80
2001
08/14
30
Atlanta, GA
—
1,313
1,656
—
—
1,313
1,656
2,969
91
1982
08/14
25
Austin, TX
—
852
4,024
—
—
852
4,024
4,876
184
2001
08/14
30
Batavia, IL
—
1,214
2,664
—
—
1,214
2,664
3,878
122
1999
08/14
30
Birmingham, AL
—
627
3,662
—
—
627
3,662
4,289
201
1982
08/14
25
Columbia, SC
—
509
2,655
—
—
509
2,655
3,164
122
1983
08/14
30
Conroe, TX
—
793
3,388
—
—
793
3,388
4,181
155
2001
08/14
30
Cordova, TN
—
1,195
3,055
—
—
1,195
3,055
4,250
140
2002
08/14
30
Denton, TX
—
833
1,245
—
—
833
1,245
2,078
49
2003
08/14
35
El Centro, CA
—
470
2,811
—
—
470
2,811
3,281
110
2005
08/14
35
Englewood, CO
—
911
3,056
—
—
911
3,056
3,967
140
1970
08/14
30
Foothill Ranch, CA
—
1,088
1,391
—
—
1,088
1,391
2,479
64
2003
08/14
30
Ft. Wayne, IN
—
686
3,232
—
—
686
3,232
3,918
148
1985
08/14
30
Garland, TX
—
1,224
2,302
—
—
1,224
2,302
3,526
90
2006
08/14
35
Grand Prairie, TX
—
1,380
4,983
—
—
1,380
4,983
6,363
228
2001
08/14
30
Grapevine, TX
—
1,303
2,135
—
—
1,303
2,135
3,438
98
2002
08/14
30
Greenville, SC
—
764
3,554
—
—
764
3,554
4,318
195
1983
08/14
25
Hickory, NC
—
647
1,686
—
—
647
1,686
2,333
66
2002
08/14
35
Hickory, NC
—
960
3,388
—
—
960
3,388
4,348
133
2002
08/14
35
Jacksonville, FL
—
1,038
4,220
—
—
1,038
4,220
5,258
232
1981
08/14
25
Katy, TX
—
960
4,171
—
—
960
4,171
5,131
191
2002
08/14
30
Kennesaw, GA
—
1,332
3,818
—
—
1,332
3,818
5,150
175
1999
08/14
30
Killeen, TX
—
832
4,876
—
—
832
4,876
5,708
192
2004
08/14
35
Lake Charles, LA
—
853
1,539
—
—
853
1,539
2,392
71
2001
08/14
30
See accompanying report of independent registered public accounting firm.
F-16
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Littleton, CO
—
1,234
4,288
—
—
1,234
4,288
5,522
197
1994
08/14
30
Longview, TX
—
314
1,931
—
—
314
1,931
2,245
76
2004
08/14
35
Madison, WI
—
999
1,989
—
—
999
1,989
2,988
109
1982
08/14
25
Miamisburg, OH
—
607
4,416
—
—
607
4,416
5,023
243
1986
08/14
25
Midland, TX
—
588
2,537
—
—
588
2,537
3,125
116
2000
08/14
30
N. Richland Hills, TX
—
588
4,064
—
—
588
4,064
4,652
223
1982
08/14
25
Norcross, GA
—
1,077
2,703
—
—
1,077
2,703
3,780
149
1982
08/14
25
North Charleston, SC
—
1,449
3,319
—
—
1,449
3,319
4,768
152
2003
08/14
30
Oklahoma City, OK
—
499
3,203
—
—
499
3,203
3,702
176
1982
08/14
25
Olathe, KS
—
843
736
—
—
843
736
1,579
34
2002
08/14
30
Racine, WI
—
765
834
—
—
765
834
1,599
38
2000
08/14
30
Roanoke, TX
—
617
4,787
—
—
617
4,787
5,404
263
1983
08/14
25
San Antonio, TX
—
793
4,670
—
—
793
4,670
5,463
257
1990
08/14
25
San Antonio, TX
—
1,371
2,703
—
—
1,371
2,703
4,074
124
2001
08/14
30
Savannah, GA
—
1,469
2,634
—
—
1,469
2,634
4,103
145
1982
08/14
25
Sharonville, OH
—
696
1,597
—
—
696
1,597
2,293
88
1982
08/14
25
Sterling Heights, MI
—
725
2,322
—
—
725
2,322
3,047
106
1994
08/14
30
Sugarland, TX
—
1,107
3,134
—
—
1,107
3,134
4,241
144
2002
08/14
30
Topeka, KS
—
373
619
—
—
373
619
992
28
1990
08/14
30
Virginia Beach, VA
—
1,018
3,848
—
—
1,018
3,848
4,866
212
1984
08/14
25
Wichita Falls, TX
—
323
3,105
—
—
323
3,105
3,428
171
1982
08/14
25
Wichita, KS
—
862
2,850
—
—
862
2,850
3,712
131
1991
08/14
30
Yuma, AZ
—
471
668
—
—
471
668
1,139
26
2004
08/14
35
Chuy's:
Cincinnati, OH
—
1,165
1,322
—
—
1,165
1,322
2,487
105
1996
05/13
30
Cinemark:
Draper, UT
—
1,523
—
4,487
—
1,523
4,487
6,010
519
2011
08/10
(m)
40
Fort Worth, TX
—
2,140
—
7,660
—
2,140
7,660
9,800
678
2012
08/11
(o)
40
Cincinnati, OH
—
1,334
—
10,206
—
1,334
10,206
11,540
606
2013
09/12
(m)
40
McCandless, PA
—
3,094
—
6,389
—
3,094
6,389
9,483
206
2014
09/13
(m)
40
Marina, CA
—
15
—
5,614
—
15
5,614
5,629
29
2015
08/14
(m)
40
Altoona, IA
—
1,161
—
—
—
1,161
(e)
1,161
(e)
(e)
01/15
(m)
(e)
See accompanying report of independent registered public accounting firm.
F-17
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Claim Jumper:
Roseville, CA
—
1,557
2,014
—
—
1,557
2,014
3,571
707
2000
12/01
40
Tempe, AZ
—
2,531
2,921
—
—
2,531
2,921
5,452
1,025
2000
12/01
40
Clairton Mini Mart:
Clairton, PA
—
215
701
—
—
215
701
916
279
1986
01/06
25
Coastal Bend Skates:
Aransas Pass, TX
—
90
1,241
245
—
89
1,485
1,574
541
1983
03/99
40
Continental Rental:
Lapeer, MI
—
88
633
—
—
88
603
691
130
2007
10/05
40
Cool Crest:
Independence, MO
—
1,838
1,534
75
—
1,838
1,609
3,447
338
1988
05/07
40
CORA Rehabilitation Clinics:
Orlando, FL
21
(h)
80
221
—
—
80
221
301
66
2001
02/04
40
CTD Outdoor Adventures:
Fort Worth, TX
—
1,652
2,018
—
—
1,652
2,018
3,670
549
2000
02/05
40
CVS:
Lafayette, LA
—
968
—
—
—
968
(c)
968
(c)
1995
01/96
(c)
Fort Lauderdale, FL
—
3,165
3,319
190
—
3,165
3,509
6,674
1,384
1995
02/96
33
Midwest City, OK
—
673
1,103
—
—
673
1,103
1,776
547
1996
03/96
40
Pantego, TX
—
1,016
1,449
—
—
1,016
1,449
2,465
672
1997
06/97
40
Arlington, TX
—
2,079
—
1,397
—
2,079
1,397
3,476
607
1998
11/97
(g)
40
Leavenworth, KS
—
726
—
1,331
—
726
1,331
2,057
584
1998
11/97
(g)
40
Lewisville, TX
—
789
—
1,335
—
789
1,335
2,124
577
1998
04/98
(g)
40
Forest Hill, TX
—
692
—
1,175
—
692
1,175
1,867
510
1998
04/98
(g)
40
Garland, TX
—
1,477
—
1,400
—
1,477
1,400
2,877
599
1998
06/98
(g)
40
Oklahoma City, OK
—
1,581
—
1,471
—
1,581
1,471
3,052
624
1999
08/98
(g)
40
See accompanying report of independent registered public accounting firm.
F-18
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Dallas, TX
—
2,618
—
2,571
—
2,618
2,571
5,189
785
2003
06/99
(g)
40
Gladstone, MO
—
1,851
—
1,740
—
1,851
1,740
3,591
669
2000
12/99
(g)
40
Dairy Queen:
Lubbock, TX
—
313
450
—
—
313
450
763
26
1981
02/15
15
Dave & Buster's:
Hilliard, OH
—
934
4,689
—
—
934
4,689
5,623
1,070
1998
11/06
40
Tulsa, OK
—
1,862
—
2,105
—
1,862
2,105
3,967
366
2009
04/08
(m)
40
Wauwatosa, WI
—
5,694
—
5,638
—
5,694
5,638
11,332
816
2010
12/08
(m)
40
Orlando, FL
—
8,114
—
4,224
—
8,114
4,224
12,338
471
2011
06/10
(m)
40
Oklahoma City, OK
—
3,156
—
4,870
—
3,156
4,870
8,026
482
2012
02/11
(m)
40
Dallas, TX
—
5,052
—
8,808
—
5,052
8,808
13,860
670
2012
03/12
(m)
40
Livonia, MI
—
2,116
—
7,758
—
2,116
7,758
9,874
396
2013
04/13
(m)
40
Euless, TX
—
2,592
—
7,463
—
2,592
7,463
10,055
117
2015
08/14
(m)
40
DaVita Dialysis:
Columbus, OH
—
527
1,426
—
—
527
1,426
1,953
69
2000
07/14
30
Del Frisco's:
Fort Worth, TX
—
351
5,874
—
—
351
5,874
6,225
1,456
1890
01/11
20
Greenwood Village, CO
—
1,863
5,649
—
—
1,863
5,649
7,512
1,401
1979
01/11
20
See accompanying report of independent registered public accounting firm.
F-19
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Denny's:
Clifton, CO
—
245
732
375
—
245
1,107
1,352
309
1998
12/01
40
Columbus, TX
—
428
817
—
—
428
817
1,245
287
1997
12/01
40
Alexandria, VA
—
604
196
—
—
604
196
800
91
1981
09/06
20
Amarillo, TX
—
590
632
—
—
590
632
1,222
294
1982
09/06
20
Arlington Heights, IL
—
470
228
—
—
470
228
698
106
1977
09/06
20
Austintown, OH
—
466
397
—
—
466
397
863
185
1980
09/06
20
Boardman Township, OH
—
497
258
—
—
497
258
755
120
1977
09/06
20
Campbell, CA
—
460
238
—
—
460
238
698
111
1976
09/06
20
Carson, CA
—
1,246
157
—
—
1,246
157
1,403
73
1975
09/06
20
Chehalis, WA
—
415
287
—
—
415
287
702
133
1977
09/06
20
Chubbuck, ID
—
350
394
—
—
344
394
738
183
1983
09/06
20
Clackamas, OR
—
468
407
—
—
468
407
875
189
1993
09/06
20
Collinsville, IL
—
676
283
—
—
676
283
959
131
1979
09/06
20
Colorado Springs, CO
—
321
377
—
—
321
377
698
175
1984
09/06
20
Colorado Springs, CO
—
585
390
—
—
585
390
975
181
1978
09/06
20
Corpus Christi, TX (n)
—
345
776
300
—
345
1,076
1,421
473
1980
09/06
20
Dallas, TX
—
497
150
—
—
497
150
647
70
1979
09/06
20
Enfield, CT
—
684
229
—
—
684
229
913
106
1976
09/06
20
Fairfax, VA
—
768
683
—
—
768
683
1,451
317
1979
09/06
20
Federal Way, WA
—
543
193
—
—
543
193
736
90
1977
09/06
20
Florissant, MO
—
443
238
—
—
443
238
681
111
1977
09/06
20
Fort Worth, TX
—
392
314
—
—
392
314
706
146
1974
09/06
20
Hermitage, PA
—
321
420
—
—
321
420
741
195
1980
09/06
20
Houston, TX
—
504
348
—
—
504
348
852
162
1976
09/06
20
Indianapolis, IN
—
231
511
—
—
231
511
742
237
1974
09/06
20
Indianapolis, IN
—
310
590
—
—
310
590
900
274
1981
09/06
20
Indianapolis, IN
—
358
767
—
—
358
767
1,125
356
1978
09/06
20
Indianapolis, IN
—
326
511
—
—
326
511
837
238
1978
09/06
20
Kernersville, NC
—
407
557
—
—
407
557
964
259
2000
09/06
20
Lafayette, IN
—
424
773
—
—
416
773
1,189
359
1978
09/06
20
Laurel, MD
—
528
379
—
—
528
379
907
176
1976
09/06
20
Little Rock, AR
—
703
180
—
—
703
180
883
83
1979
09/06
20
Maplewood, MN
—
630
271
—
—
630
271
901
126
1983
09/06
20
Merriville, IN
—
368
813
—
—
368
813
1,181
378
1976
09/06
20
N. Miami, FL
—
855
151
—
—
855
151
1,006
70
1977
09/06
20
Nampa, ID
—
357
729
—
—
357
729
1,086
339
1979
09/06
20
North Richland Hills, TX
—
500
130
—
—
500
130
630
60
1970
09/06
20
Omaha, NE
—
496
314
—
—
496
314
810
146
1994
09/06
20
Pompano Beach, FL
—
436
394
—
—
436
394
830
183
1976
09/06
20
Portland, OR
—
764
161
—
—
764
161
925
75
1977
09/06
20
Provo, UT
—
519
216
—
—
519
216
735
100
1978
09/06
20
Pueblo, CO
—
475
302
—
—
475
302
777
140
1980
09/06
20
Raleigh, NC
—
1,094
482
—
—
1,094
482
1,576
224
1984
09/06
20
St. Louis, MO
—
520
266
—
—
520
266
786
123
1973
09/06
20
Sugarland, TX
—
315
334
—
—
315
334
649
155
1997
09/06
20
Tacoma, WA
—
580
201
—
—
575
201
776
93
1984
09/06
20
Tucson, AZ
—
922
290
—
—
922
290
1,212
135
1979
09/06
20
Wethersfield, CT
—
884
176
—
—
884
176
1,060
82
1978
09/06
20
Worcester, MA
—
383
493
—
—
383
493
876
229
1978
09/06
20
Boise, ID
—
514
477
—
—
514
477
991
216
1983
12/06
20
St. Louis, MO
—
635
303
—
—
635
303
938
136
1980
01/07
20
Virginia Gardens, FL
—
793
133
—
—
793
133
926
59
1977
01/07
20
Akron, OH
—
308
1,062
—
—
308
1,062
1,370
90
1992
06/13
30
Moab, UT
—
395
1,432
—
—
395
1,432
1,827
42
2000
02/15
30
Diamond Communication:
Lapeer, MI
—
37
264
—
—
37
251
288
54
2007
10/05
40
Dickey's Barbeque Pit:
Medina, OH
—
405
464
104
—
405
568
973
176
1996
12/01
40
Dick's Sporting Goods:
Taylor, MI
—
1,920
3,527
—
—
1,920
3,527
5,447
1,701
1996
08/96
40
White Marsh, MD
—
2,681
3,917
—
—
2,681
3,917
6,598
1,889
1996
08/96
40
Dollar General:
San Antonio, TX
—
441
784
—
—
441
196
637
13
1993
12/93
30
Memphis, TN
—
266
1,136
46
—
266
1,182
1,448
479
1998
12/97
40
High Springs, FL
—
409
—
1,072
—
432
1,072
1,504
137
2010
07/10
(m)
40
Inverness, FL
—
459
—
1,046
—
471
1,046
1,517
130
2011
08/10
(m)
40
Cocoa, FL
—
385
—
935
—
406
935
1,341
120
2010
08/10
(m)
40
Palm Bay, FL
—
355
—
1,011
—
365
1,011
1,376
127
2010
08/10
(m)
40
Deland, FL
—
585
—
958
—
585
958
1,543
117
2010
11/10
(m)
40
Seffner, FL
—
673
—
1,223
—
655
1,223
1,878
149
2011
12/10
(m)
40
Hernando, FL
—
372
—
970
—
372
970
1,342
114
2011
01/11
(m)
40
Titusville, FL
—
512
—
1,002
—
512
1,002
1,514
110
2011
04/11
(m)
40
Bunnlevel, NC
—
106
—
737
—
106
737
843
77
2011
08/11
(m)
40
Disputanta, VA
—
170
—
720
—
170
720
890
77
2011
09/11
(o)
40
Lumberton, NC
—
115
—
902
—
115
902
1,017
89
2012
10/11
(m)
40
Newport News, VA
—
363
—
967
—
363
967
1,330
100
2011
10/11
(m)
40
Cumberland, VA
—
317
—
1,147
—
317
1,147
1,464
109
2012
12/11
(m)
40
Aberdeen, NC
—
156
—
821
—
156
821
977
76
2012
01/12
(m)
40
Richmond, VA
—
144
—
863
—
144
863
1,007
75
2012
02/12
(m)
40
Danville, VA
—
155
—
864
—
155
864
1,019
78
2012
03/12
(m)
40
Cascade, VA
—
139
—
806
—
139
806
945
71
2012
03/12
(m)
40
Sanford, NC
—
147
—
834
—
147
834
981
70
2012
04/12
(m)
40
Leland, NC
—
245
—
892
—
245
892
1,137
72
2012
06/12
(m)
40
Sanford, NC
—
206
—
829
—
206
829
1,035
66
2012
07/12
(m)
40
Richmond, VA
—
305
—
902
—
305
902
1,207
70
2012
08/12
(m)
40
Stead, NV
—
234
—
1,464
—
234
1,464
1,698
111
2012
08/12
(m)
40
Martinsville, VA
—
165
—
831
—
165
831
996
63
2012
09/12
(m)
40
Yerington, NV
—
313
—
1,170
—
313
1,170
1,483
87
2013
09/12
(m)
40
Ridgeway, VA
—
271
—
935
—
271
935
1,206
65
2013
11/12
(m)
40
Hawthorne, NV
—
210
1,069
—
—
210
1,069
1,279
81
2012
12/12
40
Sun Valley, NV
—
439
—
1,438
—
439
1,438
1,877
94
2013
01/13
(m)
40
Norfolk, VA
—
455
—
929
—
455
929
1,384
59
2013
03/13
(m)
40
Suffolk, VA
—
186
—
958
—
186
958
1,144
61
2013
03/13
(m)
40
Suffolk, VA
—
128
—
1,010
—
128
1,010
1,138
60
2013
04/13
(m)
40
Irving, NY
—
210
—
961
—
210
961
1,171
53
2013
06/13
(m)
40
Oakfield, NY
—
257
—
1,108
—
271
1,108
1,379
47
2014
10/13
(m)
40
Holland, NY
—
176
—
1,103
—
176
1,103
1,279
40
2014
12/13
(m)
40
Jeffersonville, IN
—
115
960
—
—
115
960
1,075
51
2010
02/14
35
LaFayette, LA
—
157
378
—
—
157
378
535
22
2002
07/14
25
Youngsville, LA
—
98
370
—
—
98
370
468
22
2002
07/14
25
Dollar Tree:
Garland, TX
—
239
626
—
—
239
626
865
227
1994
02/94
40
Homestead, PA
—
1,139
—
240
—
1,379
(e)
1,379
(e)
(e)
02/97
(g)
(e)
Copperas Cove, TX
—
242
512
194
—
242
706
948
290
1972
11/98
40
Marietta, GA
—
525
—
787
—
524
787
1,311
23
1997
12/14
(o)
30
Don Tello's Tex-Mex Grill:
Lithonia, GA
—
923
1,276
27
—
923
1,303
2,226
274
2002
06/07
40
Dr. Clean Dry Cleaners:
Monticello, NY
—
20
72
—
—
20
72
92
19
1996
03/05
40
Eagle Tax Center:
Hollywood, FL
—
203
46
19
—
124
—
124
—
1960
12/05
15
See accompanying report of independent registered public accounting firm.
F-20
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Ecotech Institute:
Aurora, CO
—
5,076
13,874
5,663
—
5,041
19,537
24,578
3,790
1986
04/07
40
Austin, TX
—
2,291
1,770
4,999
—
2,291
6,769
9,060
655
1996
12/11
35
El Jalapeno:
Indianapolis, IN
—
223
483
79
—
223
562
785
243
1979
09/06
20
Empire Buffet:
Las Cruces, NM
—
947
—
2,303
—
947
2,303
3,250
519
2006
01/06
(m)
40
Encore at Crosswoods:
Columbus, OH
—
1,032
1,107
—
—
1,032
1,107
2,139
389
1998
12/01
40
Express Mart:
Thomasville, NC
—
140
228
—
—
140
228
368
17
1962
07/14
20
Express Oil Change:
Birmingham, AL
—
470
695
—
—
470
695
1,165
135
2008
02/08
(f)
40
Florence, AL
—
110
381
—
—
110
381
491
100
1987
02/08
30
Helena, AL
—
363
628
—
—
363
628
991
124
1998
02/08
40
Muscle Shoals, AL
—
168
624
—
—
168
624
792
164
1985
02/08
30
Opelika, AL
—
547
680
—
—
547
680
1,227
134
2006
02/08
40
Cordova, TN
—
639
785
—
—
639
785
1,424
138
2000
12/08
40
Horn Lake, MS
—
326
611
—
—
326
611
937
123
1998
12/08
35
Lakeland, TN
—
186
489
—
—
186
489
675
86
2000
12/08
40
Memphis, TN
—
402
721
—
—
402
721
1,123
127
2001
12/08
40
Houston, TX
—
651
—
648
—
543
648
1,191
56
2012
02/12
(m)
40
Katy, TX
—
539
—
830
—
539
829
1,368
63
2012
07/12
(m)
40
Chattanooga, TN
—
224
173
—
—
224
173
397
19
2001
10/12
30
Chattanooga, TN
—
239
1,214
—
—
239
1,214
1,453
130
1998
10/12
30
Chattanooga, TN
—
238
1,756
—
—
238
1,756
1,994
188
1998
10/12
30
Cleveland, TN
—
318
1,064
—
—
318
1,064
1,382
98
2004
10/12
35
Fort Oglethorpe, GA
—
241
331
—
—
241
331
572
30
2003
10/12
35
Marietta, GA
—
618
30
—
—
618
30
648
3
1988
12/12
30
See accompanying report of independent registered public accounting firm.
F-21
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Smyrna, GA
—
295
1,092
—
—
295
1,092
1,387
133
1984
12/12
25
Missouri City, TX
—
606
—
860
—
606
860
1,466
33
2014
01/14
(m)
40
Houston, TX
—
550
—
983
—
550
983
1,533
22
2014
05/14
40
Boaz, AL
—
205
368
—
—
205
368
573
13
1995
01/15
25
Gadsden, AL
—
116
690
—
—
116
690
806
21
1999
01/15
30
Rainbow City, AL
—
164
653
—
—
164
653
817
24
1992
01/15
25
Seffner, FL
—
155
593
—
—
155
593
748
14
2008
02/15
35
Fayetteville, TN
—
117
860
—
—
117
860
977
20
1998
04/15
30
Huntsville, AL
—
292
526
—
—
292
526
818
12
1995
04/15
30
Huntsville, AL
—
214
710
—
—
214
710
924
20
1995
04/15
25
Madison, AL
—
319
1,006
—
—
319
1,006
1,325
24
1992
04/15
30
Fallas Paredes:
Arlington, TX
—
318
1,680
242
—
318
1,923
2,241
880
1996
06/96
38
Family Dollar:
Albany, NY
—
34
824
—
—
34
824
858
233
1992
09/04
40
Cohoes, NY
—
140
753
49
—
140
802
942
242
1994
09/04
40
Hudson Falls, NY
—
51
380
625
—
187
869
1,056
138
1993
09/04
40
Monticello, NY
—
96
352
—
—
96
352
448
95
1996
03/05
40
Richmond, TX
—
366
1,059
—
—
366
1,059
1,425
57
2012
02/14
35
Spring, TX
—
199
1,152
—
—
199
1,152
1,351
62
2012
02/14
35
Bartlesville, OK
—
110
445
—
—
110
445
555
26
2001
07/14
25
Huntsville, AL
—
141
596
—
—
141
596
737
29
2005
07/14
30
Tulsa, OK
—
70
519
—
—
70
519
589
30
2001
07/14
25
Famous Footwear:
Lapeer, MI
—
163
835
—
—
163
812
975
170
2007
10/05
40
Famsa:
Harlingen, TX
—
317
756
170
—
317
926
1,243
326
1999
11/98
(f)
40
Fantastic Sams:
Eden Prairie, MN
—
65
181
81
—
65
261
326
89
1997
12/01
40
See accompanying report of independent registered public accounting firm.
F-22
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Ferguson:
Destin, FL
—
554
1,012
253
—
554
1,265
1,819
270
2006
03/07
40
Union City, GA
—
144
1,260
—
—
144
1,260
1,404
167
2010
05/11
35
Fikes Wholesale:
Belton, TX
—
722
1,814
—
—
722
1,814
2,536
227
2007
08/11
35
Godley, TX
—
1,453
2,084
—
—
1,453
2,084
3,537
260
2008
08/11
35
Killeen, TX
—
1,302
2,514
—
—
1,302
2,514
3,816
314
2008
08/11
35
Killeen, TX
—
1,053
833
—
—
1,053
833
1,886
104
2007
08/11
35
McGregor, TX
—
511
1,484
—
—
511
1,484
1,995
186
2006
08/11
35
Thorndale, TX
—
331
984
—
—
331
984
1,315
123
2007
08/11
35
Valley Mills, TX
—
711
2,114
—
—
711
2,114
2,825
264
2006
08/11
35
West, TX
—
402
864
—
—
402
864
1,266
126
1999
08/11
30
Gladewater, TX
—
145
2,107
—
—
145
2,107
2,252
78
2007
09/14
35
Hearne, TX
—
68
2,184
—
—
68
2,184
2,252
94
1996
09/14
30
Jarrell, TX
—
541
2,965
—
—
541
2,965
3,506
109
2009
09/14
35
Killeen, TX
—
628
2,878
—
—
628
2,878
3,506
106
2013
09/14
35
Liberty Hill, TX
—
203
3,303
—
—
203
3,303
3,506
122
2013
09/14
35
Rosebud, TX
—
58
1,847
—
—
58
1,847
1,905
68
2012
09/14
35
Temple, TX (n)
—
1,052
3,302
—
—
1,052
3,302
4,354
122
2012
09/14
35
Waco, TX
—
1,400
2,106
—
—
1,400
2,106
3,506
91
1997
09/14
30
Claude, TX
—
193
3,728
—
—
193
3,728
3,921
4
2013
12/15
35
Covington, TX
—
164
2,512
—
—
164
2,512
2,676
3
2001
12/15
30
Hamilton, TX
—
97
2,175
—
—
97
2,175
2,272
4
1987
12/15
25
Lott, TX
—
135
3,236
—
—
135
3,236
3,371
4
2013
12/15
35
Salado, TX
—
715
3,206
—
—
715
3,206
3,921
4
2014
12/15
35
Temple, TX
—
77
2,291
—
—
77
2,291
2,368
3
2012
12/15
35
Vernon, TX
—
154
5,850
—
—
154
5,850
6,004
6
2015
12/15
40
First Cash Pawn:
Alice, TX
—
318
578
—
—
318
578
896
203
1995
12/01
40
See accompanying report of independent registered public accounting firm.
F-23
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Five Below:
Florissant, MO
—
249
294
849
—
250
1,142
1,392
176
1996
04/03
(g)
40
Five Guys Burgers and Fries:
Middleburg Heights, OH
—
497
260
250
—
497
510
1,007
169
1976
09/06
20
Flash Markets:
Lebanon, TN
—
582
—
2,063
—
582
2,063
2,645
406
2007
03/07
(m)
40
Fleming's:
Akron, OH
—
475
3,140
—
—
475
3,140
3,615
340
2005
03/12
35
Floor & Decor:
Knoxville, TN
—
2,364
—
—
—
2,364
(e)
2,364
(e)
(e)
09/15
(m)
(e)
Food 4 Less:
Chula Vista, CA
—
3,569
—
—
—
3,569
(c)
3,569
(c)
1995
11/98
(c)
Food Fast:
Bossier City, LA
—
883
658
—
—
883
658
1,541
375
1975
06/07
15
Brownsboro, TX
—
328
385
—
—
328
385
713
110
1990
06/07
30
Flint, TX
—
272
411
—
—
272
411
683
140
1985
06/07
25
Forney, TX
—
473
654
—
—
473
654
1,127
186
1990
06/07
30
Forney, TX
—
545
707
—
—
545
707
1,252
201
1989
06/07
30
Gun Barrel City, TX
—
242
467
—
—
242
467
709
160
1988
06/07
25
Gun Barrel City, TX
—
270
386
—
—
270
386
656
132
1986
06/07
25
Jacksonville, TX
—
660
632
—
—
660
632
1,292
360
1976
06/07
15
Kemp, TX
—
581
505
—
—
581
505
1,086
173
1986
06/07
25
Longview, TX
—
426
382
—
—
426
382
808
130
1984
06/07
25
Longview, TX
—
271
431
—
—
271
431
702
123
1990
06/07
30
Longview, TX
—
252
304
—
—
252
304
556
104
1983
06/07
25
Longview, TX
—
403
572
—
—
403
572
975
195
1985
06/07
25
Longview, TX
—
360
535
—
—
360
535
895
183
1983
06/07
25
Mabank, TX
—
229
494
—
—
229
494
723
169
1986
06/07
25
See accompanying report of independent registered public accounting firm.
F-24
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Mt. Vernon, TX
—
292
666
2,800
—
292
2,800
3,092
190
2013
06/07
(m)
40
Tyler, TX
—
488
831
—
—
488
831
1,319
355
1980
06/07
20
Tyler, TX
—
742
546
—
—
742
546
1,288
187
1985
06/07
25
Tyler, TX
—
542
403
—
—
481
403
884
138
1984
06/07
25
Tyler, TX
—
316
545
—
—
316
545
861
155
1989
06/07
30
Tyler, TX
—
188
329
—
—
188
329
517
112
1984
06/07
25
Tyler, TX
—
323
283
—
—
323
283
606
121
1978
06/07
20
Fort Ticonderoga:
Ticonderoga, NY
—
89
689
60
—
89
749
838
202
1993
09/04
40
Fresenius Medical Care:
Houston, TX
—
422
1,915
518
—
422
2,434
2,856
566
1995
08/06
40
Rockford, MI
—
226
1,404
—
—
226
1,404
1,630
68
2002
07/14
30
Fresh Market:
Gainesville, FL
—
317
1,248
656
—
317
1,904
2,221
525
1982
03/99
40
Frisch's Big Boy:
Batavia, OH
—
319
2,637
—
—
319
2,637
2,956
33
1995
08/15
30
Bethel, OH
—
242
2,512
—
—
242
2,512
2,754
38
1982
08/15
25
Burlington, KY
—
589
2,357
—
—
589
2,357
2,946
29
1995
08/15
30
Cincinnati, OH
—
319
2,753
—
—
319
2,753
3,072
34
2007
08/15
30
Cincinnati, OH
—
290
3,100
—
—
290
3,100
3,390
47
1985
08/15
25
Cincinnati, OH
—
300
1,952
—
—
300
1,952
2,252
29
1990
08/15
25
Cincinnati, OH
—
782
1,961
—
—
782
1,961
2,743
29
1973
08/15
25
Cincinnati, OH
—
754
1,044
—
—
754
1,044
1,798
13
1997
08/15
30
Cincinnati, OH
—
541
1,981
—
—
541
1,981
2,522
30
1964
08/15
25
Cincinnati, OH
—
657
1,874
—
—
657
1,874
2,531
28
1986
08/15
25
Cincinnati, OH
—
734
1,768
—
—
734
1,768
2,502
27
1991
08/15
25
Cincinnati, OH
—
445
929
—
—
445
929
1,374
12
2005
08/15
30
Cincinnati, OH
—
387
1,865
—
—
387
1,865
2,252
23
1996
08/15
30
Cincinnati, OH
—
183
3,283
—
—
183
3,283
3,466
49
1980
08/15
25
See accompanying report of independent registered public accounting firm.
F-25
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Cincinnati, OH
—
329
1,672
—
—
329
1,672
2,001
25
1988
08/15
25
Cincinnati, OH
—
271
939
—
—
271
939
1,210
14
1994
08/15
25
Cincinnati, OH
—
638
1,845
—
—
638
1,845
2,483
28
1993
08/15
25
Cincinnati, OH
—
976
1,806
—
—
976
1,806
2,782
19
2011
08/15
35
Cincinnati, OH
—
695
2,173
—
—
695
2,173
2,868
27
1982
08/15
30
Cincinnati, OH
—
435
3,457
—
—
435
3,457
3,892
52
1970
08/15
25
Cold Spring, KY
—
763
2,144
—
—
763
2,144
2,907
27
1993
08/15
30
Covington, KY
—
522
2,444
—
—
522
2,444
2,966
31
1991
08/15
30
Dayton, OH
—
464
2,029
—
—
464
2,029
2,493
25
1988
08/15
30
Dayton, OH
—
589
1,662
—
—
589
1,662
2,251
21
2006
08/15
30
Dayton, OH
—
407
349
—
—
407
349
756
4
2010
08/15
35
Dayton, OH
—
445
1,276
—
—
445
1,276
1,721
14
2008
08/15
35
Dayton, OH
—
261
1,392
—
—
261
1,392
1,653
21
1985
08/15
25
Dayton, OH
—
348
1,633
—
—
348
1,633
1,981
25
1990
08/15
25
Eaton, OH
—
319
1,267
—
—
319
1,267
1,586
19
1992
08/15
25
Englewood, OH
—
348
1,846
—
—
348
1,846
2,194
28
1976
08/15
25
Erlanger, KY
—
425
1,740
—
—
425
1,740
2,165
26
1991
08/15
25
Fairborn, OH
—
348
1,305
—
—
348
1,305
1,653
16
1989
08/15
30
Fairfield, OH
—
580
1,556
—
—
580
1,556
2,136
23
1976
08/15
25
Florence, KY
—
850
1,971
—
—
850
1,971
2,821
25
2001
08/15
30
Florence, KY
—
860
1,903
—
—
860
1,903
2,763
29
1986
08/15
25
Fort Mitchell, KY
—
792
3,051
—
—
792
3,051
3,843
38
1988
08/15
30
Franklin, OH
—
406
1,749
—
—
406
1,749
2,155
26
1977
08/15
25
Franklin, OH
—
415
2,425
—
—
415
2,425
2,840
30
1987
08/15
30
Gahanna, OH
—
389
165
—
—
389
165
554
2
1994
08/15
30
Greensburg, IN
—
464
1,575
—
—
464
1,575
2,039
20
1990
08/15
30
Grove City, OH
—
406
1,846
—
—
406
1,846
2,252
23
1993
08/15
30
Groveport, OH
—
145
1,084
—
—
145
1,084
1,229
14
1992
08/15
30
Hamilton, OH
—
310
1,045
—
—
310
1,045
1,355
16
1968
08/15
25
Hamilton, OH
—
560
1,894
—
—
560
1,894
2,454
24
2009
08/15
30
Harrison, OH
—
338
2,685
—
—
338
2,685
3,023
34
1989
08/15
30
Heath, OH
—
939
348
—
—
939
348
1,287
4
2011
08/15
35
Hillsboro, OH
—
502
2,926
—
—
502
2,926
3,428
44
1980
08/15
25
See accompanying report of independent registered public accounting firm.
F-26
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Independence, KY
—
657
1,816
—
—
657
1,816
2,473
23
2009
08/15
30
Lancaster, OH
—
570
1,604
—
—
570
1,604
2,174
20
1992
08/15
30
Lawrenceburg, IN
—
550
3,071
—
—
550
3,071
3,621
33
2010
08/15
35
Lebanon, OH
—
560
2,550
—
—
560
2,550
3,110
32
2006
08/15
30
Lexington, KY
—
734
1,382
—
—
734
1,382
2,116
15
2013
08/15
35
Lexington, KY
—
647
2,289
—
—
647
2,289
2,936
34
1976
08/15
25
Louisville, KY
—
628
1,691
—
—
628
1,691
2,319
21
1990
08/15
30
Louisville, KY
—
891
97
—
—
891
97
988
1
1994
08/15
30
Loveland, OH
—
184
1,740
—
—
184
1,740
1,924
22
1990
08/15
30
Loveland, OH
—
241
2,666
—
—
241
2,666
2,907
40
1980
08/15
25
Marysville, OH
—
281
823
—
—
281
823
1,104
10
1993
08/15
30
Mason, OH
—
531
1,981
—
—
531
1,981
2,512
30
1987
08/15
25
Maysville, KY
—
454
3,119
—
—
454
3,119
3,573
47
1992
08/15
25
Miamisburg, OH
—
551
1,701
—
—
551
1,701
2,252
26
1970
08/15
25
Middletown, OH
—
823
310
—
—
823
310
1,133
3
2013
08/15
35
Middletown, OH
—
155
1,952
—
—
155
1,952
2,107
29
1966
08/15
25
Milford, OH
—
309
1,942
—
—
309
1,942
2,251
29
1960
08/15
25
New Albany, IN
—
493
1,238
—
—
493
1,238
1,731
15
1995
08/15
30
Shepherdsville, KY
—
793
1,092
—
—
793
1,092
1,885
14
2009
08/15
30
Springfield, OH
—
560
1,691
—
—
560
1,691
2,251
21
2007
08/15
30
Tipp City, OH
—
503
919
—
—
503
919
1,422
11
1996
08/15
30
Troy, OH
—
445
1,807
—
—
445
1,807
2,252
23
1987
08/15
30
Urbana, OH
—
252
1,142
—
—
252
1,142
1,394
17
1991
08/15
25
Washington, OH
—
300
1,672
—
—
300
1,672
1,972
21
1990
08/15
30
Wilmington, OH
—
377
2,502
—
—
377
2,502
2,879
38
1973
08/15
25
Winchester, KY
—
348
1,325
—
—
348
1,325
1,673
17
2008
08/15
30
Xenia, OH
—
261
2,299
—
—
261
2,299
2,560
29
1986
08/15
30
Fuel Up:
Chambersburg, PA
—
76
197
—
—
76
197
273
102
1990
08/05
20
Fuel-On:
Bloomsburg, PA
—
541
146
—
—
541
146
687
76
1967
08/05
20
See accompanying report of independent registered public accounting firm.
F-27
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Dallas, PA
—
677
1,091
—
—
677
1,091
1,768
566
1995
08/05
20
Emporium, PA
—
380
569
—
—
380
569
949
295
1996
08/05
20
Johnsonburg, PA
—
781
504
—
—
781
504
1,285
261
1978
08/05
20
Kane, PA
—
478
592
—
—
356
—
356
—
1984
08/05
20
Luzerne, PA
—
171
415
—
—
171
415
586
215
1989
08/05
20
Ridgway, PA
—
382
259
—
—
382
259
641
134
1975
08/05
20
St. Mary's, PA
—
274
261
—
—
274
261
535
135
1979
08/05
20
White Haven, PA (n)
—
486
867
—
—
486
867
1,353
450
1990
08/05
20
Carlisle, PA
—
170
202
—
—
170
202
372
53
1988
01/06
40
Danville, PA
—
180
359
—
—
180
359
539
89
1988
01/06
40
Houtzdale, PA
—
541
500
—
—
356
—
356
—
1977
01/06
15
Minersville, PA
—
680
582
—
—
680
582
1,262
145
1974
01/06
40
Pittsburgh, PA
—
905
1,346
—
—
905
1,346
2,251
335
1967
01/06
40
Zelienople, PA
—
160
437
—
—
160
437
597
109
1988
01/06
40
Fuji Japanese Steakhouse:
Farmington, NM
—
2,757
—
730
—
2,757
730
3,487
139
2003
12/07
(o)
40
Furniture Bank:
Columbus, OH
—
1,596
934
23
—
1,605
949
2,554
261
1970
11/04
(o)
40
Furr's Family Dining:
Moore, OK
—
939
—
2,429
—
939
2,429
3,368
499
2007
03/07
(m)
40
Arlington, TX
—
1,061
—
1,594
—
1,061
1,594
2,655
208
2010
04/10
(m)
40
McAllen, TX
—
520
1,700
—
—
520
1,700
2,220
229
2004
12/11
30
Gander Mountain:
Florence, AL
—
1,034
—
4,315
—
851
4,315
5,166
355
2012
06/04
(m)
40
Amarillo, TX
—
1,514
5,781
—
—
1,514
5,781
7,295
1,608
2004
11/04
40
DeForest, WI
—
2,798
10,953
2,500
—
2,787
13,413
16,200
1,921
2008
09/10
35
Springfield, IL
—
1,717
7,622
—
—
1,717
7,622
9,339
1,152
2009
09/10
35
Onalaska, WI
—
1,963
—
6,817
—
1,733
6,817
8,550
802
2011
10/10
(m)
40
Ocala, FL
—
3,315
8,908
—
—
3,315
8,908
12,223
1,326
2008
10/10
35
See accompanying report of independent registered public accounting firm.
F-28
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Bowling Green, KY
—
1,777
7,319
—
—
1,777
7,319
9,096
932
2007
07/11
35
Eau Claire, WI
—
2,263
8,418
—
—
2,263
8,418
10,681
1,072
2008
07/11
35
Roanoke, VA
—
1,769
8,120
—
—
1,769
8,120
9,889
1,034
2008
07/11
35
Greenfield, IN
—
878
—
6,166
—
878
6,166
7,044
251
2014
12/13
(m)
40
Lakeville, MN
—
3,243
11,191
—
—
3,243
11,191
14,434
295
2003
03/15
30
Chesterfield, MO
—
3,424
—
7,537
—
3,424
7,537
10,961
24
2015
06/15
(m)
40
Gate Petroleum:
Concord, NC
—
852
1,201
—
—
852
1,201
2,053
316
2001
06/05
40
Rocky Mount, NC
—
259
1,164
—
—
259
1,164
1,423
307
2000
06/05
40
Gerber Collision:
Garner, NC
—
352
1,056
—
—
352
1,056
1,408
147
1972
03/13
20
Estero, FL
—
839
—
2,135
—
839
2,135
2,974
7
2015
10/14
(m)
40
Woodstock, GA
—
328
1,291
—
—
328
1,291
1,619
48
1990
11/14
30
Roswell, GA
—
958
—
1,919
—
961
1,919
2,880
64
2015
12/14
(m)
35
Tucson, AZ
—
330
1,746
—
—
330
1,746
2,076
48
2008
01/15
35
Tucson, AZ
—
242
1,518
—
—
242
1,518
1,760
49
2002
01/15
30
Golden Corral:
Lake Placid, FL
—
115
305
54
—
115
359
474
309
1985
05/85
35
Tampa, FL
—
1,188
1,339
—
—
1,188
1,339
2,527
470
1998
12/01
40
Temple Terrace, FL
—
1,330
1,391
—
—
1,330
1,391
2,721
488
1997
12/01
40
Davenport, IA
—
923
2,122
—
—
923
2,122
3,045
53
1998
02/15
35
Orange Park, FL
—
1,074
1,794
—
—
1,074
1,794
2,868
52
1995
02/15
30
Pensacola, FL
—
1,344
3,212
—
—
1,344
3,212
4,556
80
1999
02/15
35
See accompanying report of independent registered public accounting firm.
F-29
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Goodwill:
Sealy, TX
—
612
675
644
—
612
1,319
1,931
354
1982
03/99
40
Fort Worth, TX
—
988
2,368
32
—
988
2,401
3,389
645
1997
02/05
40
Goodyear Truck & Tire:
Anthony, TX
—
(l)
1,242
6
—
(l)
1,248
1,248
263
2007
02/07
40
Beaverdam, OH
—
(l)
1,521
—
—
(l)
1,521
1,521
328
2004
05/07
40
Benton, AR
—
(l)
309
—
—
(l)
309
309
65
2001
05/07
40
Bowman, SC
—
(l)
969
—
—
(l)
969
969
239
1998
05/07
35
Dalton, GA
—
(l)
1,541
—
—
(l)
1,541
1,541
332
2004
05/07
40
Dandridge, TN
—
(l)
1,030
—
—
(l)
1,030
1,030
254
1989
05/07
35
Franklin, OH
—
(l)
563
—
—
(l)
563
563
139
1998
05/07
35
Gary, IN
—
(l)
1,486
—
—
(l)
1,486
1,486
320
2004
05/07
40
Georgetown, KY
—
(l)
679
—
—
(l)
679
679
195
1997
05/07
30
Mebane, NC
—
(l)
561
—
—
(l)
561
561
138
1998
05/07
35
Piedmont, SC
—
(l)
567
—
—
(l)
567
567
140
1999
05/07
35
Port Wentworth, GA
—
(l)
552
—
—
(l)
552
552
136
1998
05/07
35
Valdosta, GA
—
(l)
1,477
—
—
(l)
1,477
1,477
318
2004
05/07
40
Temple, GA
—
(l)
1,065
—
—
(l)
1,065
1,065
216
2007
06/07
40
Whiteland, IN
—
(l)
1,471
—
—
(l)
1,471
1,471
311
2004
07/07
40
Des Moines, IA
—
(l)
816
—
—
(l)
816
816
173
1987
07/07
40
Robinson, TX
—
(l)
1,183
—
—
(l)
1,183
1,183
240
2007
07/07
40
Kearney, MO
—
(l)
1,269
—
—
(l)
1,269
1,269
268
2003
07/07
40
Oklahoma City, OK
—
(l)
1,247
—
—
(l)
1,247
1,247
245
2008
08/07
40
Amarillo, TX
—
(l)
1,158
—
—
(l)
1,158
1,158
218
2008
02/08
40
Jackson, MS
—
(l)
1,281
—
—
(l)
1,281
1,281
239
2008
03/08
40
Glendale, KY
—
(l)
1,066
—
—
(l)
1,066
1,066
192
2008
07/08
40
Lebanon, TN
—
(l)
1,331
—
—
(l)
1,331
1,331
234
2008
08/08
40
Laredo, TX
—
(l)
1,238
—
—
(l)
1,238
1,238
210
2009
11/08
(j)
40
Midland, TX
—
(l)
1,148
—
—
(l)
1,148
1,148
157
2010
04/10
(j)
40
Tuscaloosa, AL
—
(l)
1,002
—
—
(l)
1,002
1,002
126
2010
08/10
(j)
40
Kenly, NC
—
(l)
1,066
—
—
(l)
1,066
1,066
130
2011
11/10
(j)
40
Matthews, MO
—
(l)
1,042
50
—
(l)
1,092
1,092
123
2011
01/11
(j)
40
Baytown, TX
—
(l)
—
1,375
—
(l)
1,375
1,375
150
2011
05/11
(j)
40
Sunbury, OH
—
(l)
—
1,424
—
(l)
1,424
1,424
144
2011
06/11
(j)
40
Greenwood, LA
—
(l)
—
1,291
—
(l)
1,291
1,291
133
2011
06/11
(j)
40
Joplin, MO
—
(l)
—
1,168
—
(l)
1,168
1,168
120
2011
06/11
(j)
40
Winslow, AZ
—
(l)
—
1,613
—
(l)
1,613
1,613
156
2012
09/11
(j)
40
Gulfport, MS
—
(l)
—
1,377
—
(l)
1,377
1,377
128
2012
11/11
(j)
40
Sulphur Springs, TX
—
(l)
—
1,283
—
(l)
1,283
1,283
116
2012
12/11
(j)
40
Walcott, IA
—
(l)
—
1,632
—
(l)
1,632
1,632
5
2015
07/15
(j)
40
Gordmans:
Avon, IN
—
1,302
—
4,178
—
1,302
4,178
5,480
361
2012
12/11
(m)
40
Wyoming, MI
—
1,322
—
4,447
—
1,322
4,447
5,769
162
2014
10/13
(m)
40
Saginaw, MI
—
763
—
4,088
—
763
4,088
4,851
149
2014
02/14
(m)
40
Great Clips:
Swansea, IL
—
46
132
157
—
46
290
336
37
1997
12/01
(g)
40
Lapeer, MI
—
27
194
—
—
27
184
211
40
2007
10/05
40
Green Light Convenience:
Moosic, PA
—
323
309
—
—
323
309
632
160
1980
08/05
20
Guitar Center:
Roseville, MN
—
1,599
1,419
23
—
1,599
1,442
3,041
358
1994
08/06
40
H&R Block:
Swansea, IL
—
46
132
69
—
46
201
247
93
1997
12/01
40
Bristol, VA
—
63
184
—
—
63
184
247
11
2000
07/14
25
Hancock Fabrics:
Buford, GA
—
751
1,979
336
—
751
2,315
3,066
592
2003
07/04
(g)
40
Harbor Freight Tools:
Federal Way, WA
—
2,037
1,662
438
—
2,037
2,100
4,137
833
1994
06/98
40
Gastonia, NC
—
994
1,513
146
—
994
1,659
2,653
436
2004
12/04
40
Plainfield, IN
—
503
—
1,633
—
503
1,633
2,136
48
1972
12/14
(o)
30
Hardee's:
Savannah, TN (n)
—
151
713
—
—
151
713
864
31
1988
02/15
20
Warrenton, NC (n)
—
143
633
—
—
143
633
776
18
1960
02/15
30
Harvey's Bar & Grill:
Bay City, MI
—
647
634
—
—
647
634
1,281
223
1997
12/01
40
Hastings:
Nacogdoches, TX
—
397
1,257
—
—
397
1,257
1,654
538
1997
11/98
40
Havertys Furniture:
Pensacola, FL
—
633
1,595
66
—
603
1,661
2,264
784
1994
06/96
40
Bowie, MD
—
1,966
4,221
—
—
1,966
4,221
6,187
1,804
1997
12/97
39
Health Source Chiropractic:
Houston, TX
—
112
509
302
—
112
811
923
152
1995
08/06
40
Healthy Pet:
Suwanee, GA
—
175
1,038
—
—
175
1,038
1,213
235
1997
12/06
40
Colonial Heights, VA
—
160
746
—
—
160
746
906
167
1996
01/07
40
Hear USA:
Lapeer, MI
—
29
211
—
—
29
201
230
43
2007
10/05
40
Hibbett Sports:
Sealy, TX
—
208
230
278
—
208
508
716
102
1982
03/99
(g)
40
Hobby Lobby:
Beavercreek, OH
—
1,837
—
3,000
—
1,837
3,000
4,837
3
2015
08/15
(m)
40
Hollywood Feed:
Ridgeland, MS
—
343
411
362
—
343
773
1,116
155
1997
08/06
40
Home Decor:
Memphis, TN
—
549
540
364
—
549
904
1,453
365
1998
12/97
40
Home Depot:
Sunrise, FL
—
5,149
—
—
—
5,149
(i)
5,149
(i)
(i)
05/03
(i)
HomeGoods:
Fairfax, VA
—
523
756
1,585
—
971
2,341
3,312
876
1995
12/95
40
Hometown Urgent Care:
Warren, OH
—
562
468
100
—
562
568
1,130
177
1997
12/01
40
Hooters:
Tampa, FL
—
784
505
450
—
784
955
1,739
179
1993
12/01
40
Humana:
Sunrise, FL
—
800
253
—
—
800
253
1,053
73
1984
05/04
40
Hurricane Grill and Wings:
Chandler, AZ
—
655
791
57
—
655
849
1,504
276
1997
12/01
40
Hy-Vee:
St. Joseph, MO
—
1,580
2,849
—
—
1,580
2,849
4,429
947
1991
09/02
40
Insurance Auto Auctions:
New Orleans, LA
—
1,445
—
4,123
—
1,445
3,987
5,432
305
1993
06/13
(o)
30
E Dundee, IL
—
2,772
—
8,320
—
2,772
8,320
11,092
208
2014
01/14
(m)
40
Bergen, NY
—
762
—
—
—
762
(e)
762
(e)
(e)
08/15
(m)
(e)
Int'l House of Pancakes:
Midwest City, OK
—
407
—
—
—
407
(i)
407
(i)
(i)
11/00
(i)
Ankeny, IA
—
693
515
—
—
693
515
1,208
181
2002
06/05
30
ISD Renal:
Corpus Christi, TX
—
406
4,036
—
—
406
4,036
4,442
544
1978
12/11
30
Kendallville, IN
—
66
2,748
—
—
66
2,748
2,814
317
2007
12/11
35
Memphis, TN
—
180
3,223
—
—
180
3,223
3,403
434
2002
12/11
30
Memphis, TN
—
283
4,146
—
—
283
4,146
4,429
558
2001
12/11
30
J & J Insurance:
Hollywood, FL
—
195
44
18
—
119
—
119
—
1960
12/05
15
Jack in the Box:
Plano, TX
—
1,055
1,237
—
—
1,055
1,237
2,292
326
2001
06/05
40
Jack's:
Blounstville, AL
—
435
1,543
—
—
435
1,543
1,978
11
1997
10/15
30
Centre, AL
—
128
2,648
—
—
128
2,648
2,776
16
2006
10/15
35
Collinsville, AL
—
119
1,968
—
—
119
1,968
2,087
16
1994
10/15
25
Demopolis, AL
—
208
1,514
—
—
208
1,514
1,722
9
2007
10/15
35
Geraldine, AL
—
119
2,125
—
—
119
2,125
2,244
15
1998
10/15
30
Guin, AL
—
89
1,652
—
—
89
1,652
1,741
11
1999
10/15
30
Hanceville, AL
—
544
1,779
—
—
544
1,779
2,323
12
2002
10/15
30
Holly Pond, AL
—
119
2,056
—
—
119
2,056
2,175
14
2000
10/15
30
Jasper, AL
—
247
2,549
—
—
247
2,549
2,796
21
1983
10/15
25
Ohatchee, AL
—
119
1,938
—
—
119
1,938
2,057
13
1995
10/15
30
Scottsboro, AL
—
247
1,494
—
—
247
1,494
1,741
9
2006
10/15
35
Jared Jewelers:
Phoenix, AZ
—
(l)
1,242
—
—
(l)
310
310
10
1998
12/01
30
Richmond, VA
—
955
1,336
—
—
955
1,336
2,291
469
1998
12/01
40
Brandon, FL
—
1,197
1,182
—
—
1,197
1,182
2,379
403
2001
05/02
40
Lithonia, GA
—
1,271
1,216
—
—
1,271
1,216
2,487
415
2001
05/02
40
Houston, TX
—
1,676
1,440
—
—
1,676
1,440
3,116
469
1999
12/02
40
Oviedo, FL
—
1,328
1,500
—
—
1,328
868
2,196
8
1998
12/01
30
See accompanying report of independent registered public accounting firm.
F-30
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Jazzercise Fitness Center:
Orlando, FL
9
(h)
37
101
—
—
37
101
138
30
2001
02/04
40
Jiffy Lube:
Auburn, MA
—
455
856
—
—
455
856
1,311
36
1988
07/14
35
Ayer, MA
—
326
792
—
—
326
792
1,118
39
1989
07/14
30
Barrington, IL
—
371
612
—
—
371
612
983
30
1986
07/14
30
Berwyn, IL
—
359
709
—
—
359
709
1,068
30
1985
07/14
35
Bolingbrook, IL
—
185
562
—
—
185
562
747
27
1986
07/14
30
Burbank, IL
—
156
418
—
—
156
418
574
30
1986
07/14
20
Plattsburgh, NY
—
127
421
—
—
127
421
548
25
1993
07/14
25
Romeoville, IL
—
158
557
—
—
158
557
715
27
1988
07/14
30
Worcester, MA
—
287
827
—
—
287
827
1,114
34
1988
07/14
35
Jin's Asian Cafe:
Sealy, TX
—
67
74
—
—
67
74
141
32
1982
03/99
40
Jo-Ann etc:
Corpus Christi, TX
—
818
896
71
—
818
967
1,785
505
1967
11/93
40
St. Peters, MO
—
1,741
5,406
1,233
—
1,741
6,639
8,380
1,588
2005
06/05
(g)
40
Johnny Carino's:
Lubbock, TX
—
1,007
1,206
—
—
1,007
1,206
2,213
423
1995
12/01
40
Kangaroo Express:
Carthage, NC
—
485
354
—
—
485
354
839
83
1989
08/06
40
Sanford, NC
—
666
661
—
—
666
661
1,327
155
2000
08/06
40
Sanford, NC
—
1,638
1,371
—
—
1,638
1,371
3,009
321
2003
08/06
40
Siler City, NC
—
586
645
—
—
586
645
1,231
151
1998
08/06
40
West End, NC
—
426
516
—
—
397
516
913
121
1999
08/06
40
Belleview, FL
—
471
1,451
—
—
471
1,451
1,922
340
2006
08/06
40
Jacksonville, FL
—
683
1,362
—
—
683
1,362
2,045
319
1969
08/06
40
Jacksonville, FL
—
807
1,239
—
—
807
1,239
2,046
290
1975
08/06
40
Destin, FL
—
1,366
1,192
—
—
1,366
1,192
2,558
277
2000
09/06
40
See accompanying report of independent registered public accounting firm.
F-31
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Niceville, FL (n)
—
1,434
1,124
—
—
1,434
1,124
2,558
261
2000
09/06
40
Kill Devil Hills, NC
—
490
741
—
—
490
741
1,231
171
1995
10/06
40
Kill Devil Hills, NC
—
679
552
—
—
679
552
1,231
127
1990
10/06
40
Interlachen, FL
—
519
1,500
—
—
519
1,500
2,019
292
2007
10/06
40
Clarksville, TN
—
521
710
—
—
521
710
1,231
160
1999
12/06
40
Clarksville, TN
—
276
955
—
—
276
955
1,231
216
1999
12/06
40
Gallatin, TN
—
474
757
—
—
474
757
1,231
171
1999
12/06
40
Midland City, AL
—
729
2,538
—
—
729
2,538
3,267
574
2006
12/06
40
Naples, FL
—
3,195
1,403
—
—
2,985
1,403
4,388
317
2001
12/06
40
Oxford, MS
—
440
1,097
—
—
440
1,097
1,537
248
1998
12/06
40
Columbiana, AL
—
771
989
—
—
771
989
1,760
221
1982
01/07
40
Naples, FL
—
3,162
1,597
—
—
3,162
1,597
4,759
354
1995
02/07
40
Longs, SC
—
745
758
—
—
745
758
1,503
167
2001
03/07
40
Kentwood, LA
—
985
891
—
—
985
891
1,876
196
2001
03/07
40
Dothan, AL
—
774
1,886
—
—
774
1,886
2,660
415
2007
03/07
40
Naples, FL
—
2,412
1,589
—
—
2,412
1,589
4,001
343
2000
05/07
40
Cary, NC
—
1,314
2,125
—
—
1,314
2,125
3,439
445
2007
08/07
40
Havelock, NC
—
170
681
—
—
170
681
851
33
1962
07/14
30
Statesville, NC
—
249
653
—
—
249
653
902
27
1960
07/14
35
KARM Home Store:
Knoxville, TN
—
467
735
—
—
467
735
1,202
312
1999
01/98
(f)
40
Kash n' Karry:
Seffner, FL
—
322
1,222
—
—
322
1,222
1,544
373
1983
03/99
40
Keg Steakhouse:
Lynnwood, WA
—
1,256
649
—
—
1,256
649
1,905
228
1992
12/01
40
KFC:
Fenton, MO
—
307
496
—
—
307
496
803
354
1985
07/92
33
Erie, PA
—
517
496
—
—
517
496
1,013
174
1996
12/01
40
Marysville, WA
—
647
546
—
—
647
546
1,193
192
1996
12/01
40
Evansville, IN
—
370
767
—
—
370
767
1,137
184
2004
05/06
40
See accompanying report of independent registered public accounting firm.
F-32
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Hampton, VA
—
251
1,173
—
—
251
1,173
1,424
122
2001
11/12
30
Mechanicsville, VA
—
482
422
—
—
482
422
904
53
1989
11/12
25
Newport News, VA
—
582
392
—
—
582
392
974
49
1985
11/12
25
Newport News, VA
—
572
442
—
—
572
442
1,014
55
1986
11/12
25
Newport News, VA
—
461
883
—
—
461
883
1,344
92
2001
11/12
30
Richmond, VA
—
481
1,253
—
—
481
1,253
1,734
157
1990
11/12
25
Richmond, VA
—
452
452
—
—
452
452
904
56
1984
11/12
25
Richmond, VA
—
532
472
—
—
532
472
1,004
59
1986
11/12
25
Richmond, VA
—
552
532
—
—
552
532
1,084
66
1984
11/12
25
Richmond, VA
—
492
452
—
—
492
452
944
40
2003
11/12
35
Virginia Beach, VA
—
402
482
—
—
402
482
884
60
1984
11/12
25
Ahoskie, NC
—
393
1,012
—
—
393
1,012
1,405
83
1988
12/13
25
Elizabeth City, NC
—
197
1,209
—
—
197
1,209
1,406
99
1988
12/13
25
Brownsville, TX
—
404
374
—
—
404
374
778
21
2003
01/14
35
Brownsville, TX
—
334
865
—
—
334
865
1,199
68
1990
01/14
25
Copperas Cove, TX
—
256
747
—
—
256
747
1,003
49
2001
01/14
30
Del Rio, TX
—
453
246
—
—
453
246
699
16
1995
01/14
30
Eagle Pass, TX
—
226
1,071
—
—
226
1,071
1,297
84
1992
01/14
25
Edinburg, TX
—
452
1,237
—
—
452
1,237
1,689
81
1996
01/14
30
Harker Heights, TX
—
275
1,218
—
—
275
1,218
1,493
68
2008
01/14
35
Harlingen, TX
—
128
1,708
—
—
128
1,708
1,836
134
1992
01/14
25
Jacksonville, TX
—
69
562
—
—
69
562
631
44
1985
01/14
25
Killeen, TX
—
226
1,228
—
—
226
1,228
1,454
80
1993
01/14
30
Laredo, TX
—
265
1,580
—
—
265
1,580
1,845
103
1996
01/14
30
Marshall, TX
—
89
709
—
—
89
709
798
56
1985
01/14
25
McAllen, TX
—
491
1,051
—
—
491
1,051
1,542
82
1987
01/14
25
Mission, TX
—
137
1,404
—
—
137
1,404
1,541
92
1993
01/14
30
Palestine, TX
—
89
484
—
—
89
484
573
38
1996
01/14
25
Pharr, TX
—
167
581
—
—
167
581
748
38
1999
01/14
30
Rio Grande City, TX
—
256
394
—
—
256
394
650
22
2004
01/14
35
S Padre Island, TX
—
856
30
—
—
856
30
886
2
1994
01/14
30
San Benito, TX
—
177
503
—
—
177
503
680
33
1994
01/14
30
Temple, TX
—
246
1,188
—
—
246
1,188
1,434
93
1985
01/14
25
Tyler, TX
—
709
30
—
—
709
30
739
2
1994
01/14
30
See accompanying report of independent registered public accounting firm.
F-33
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Waco, TX
—
463
246
—
—
463
246
709
16
1993
01/14
30
Waco, TX
—
276
620
—
—
276
620
896
49
1984
01/14
25
Weslaco, TX
—
236
1,561
—
—
236
1,561
1,797
102
1995
01/14
30
Belton, MO
—
267
744
—
—
267
744
1,011
12
1987
06/15
35
Cameron, MO
—
229
1,143
—
—
229
1,143
1,372
21
1999
06/15
30
Columbia, MO
—
343
839
—
—
343
839
1,182
15
1987
06/15
30
Excelsior Springs, MO
—
286
1,219
—
—
286
1,219
1,505
26
1988
06/15
25
Ft Pierce, FL
—
591
695
—
—
591
695
1,286
13
2004
06/15
30
Ft Pierce, FL
—
363
487
—
—
363
487
850
9
1992
06/15
30
Lake Wales, FL
—
162
1,561
—
—
162
1,561
1,723
34
1986
06/15
25
Oak Grove, MO
—
209
1,323
—
—
209
1,323
1,532
24
2003
06/15
30
Port St Lucie, FL
—
723
1,740
—
—
723
1,740
2,463
27
2006
06/15
35
Port St Lucie, FL
—
695
857
—
—
695
857
1,552
15
1998
06/15
30
Sebastian, FL
—
409
1,123
—
—
409
1,123
1,532
20
2000
06/15
30
Vero Beach, FL
—
428
1,218
—
—
428
1,218
1,646
22
2004
06/15
30
Lisle, IL
—
499
1,314
—
—
499
1,314
1,813
13
2000
09/15
30
Lockport, IL
—
499
1,085
—
—
499
1,085
1,584
11
2007
09/15
30
Sandwich, IL
—
86
1,143
—
—
86
1,143
1,229
11
1999
09/15
30
Yorkville, IL
—
413
960
—
—
413
960
1,373
11
1972
09/15
25
Kohl's:
Florence, AL
—
818
1,047
—
—
818
698
1,516
202
2006
06/04
40
Kroger:
Elkhart, IN
—
541
1,550
—
—
541
1,550
2,091
151
1979
07/14
15
Kum & Go:
Omaha, NE
—
393
214
—
—
393
214
607
113
1979
06/05
20
Kwik Pik:
Bear Creek, PA
—
191
230
—
—
191
230
421
119
1980
08/05
20
Bradford, PA
—
184
762
—
—
184
762
946
395
1983
08/05
20
Coraopolis, PA (n)
—
476
347
—
—
476
347
823
180
1983
08/05
20
St Clair, PA
—
212
475
—
—
212
475
687
246
1984
08/05
20
See accompanying report of independent registered public accounting firm.
F-34
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Bear Creek Township, PA (n)
—
689
275
—
—
689
275
964
141
1980
09/05
20
Beech Creek, PA
—
477
613
—
—
477
613
1,090
153
1988
01/06
40
Canisteo, NY
—
142
485
—
—
142
485
627
121
1983
01/06
40
Curwensville, PA
—
226
608
—
—
226
608
834
151
1983
01/06
40
Ellwood City, PA
—
196
526
—
—
196
526
722
131
1987
01/06
40
Hastings, PA
—
199
455
—
—
199
455
654
113
1989
01/06
40
Jersey Shore, PA
—
515
381
—
—
515
381
896
95
1960
01/06
40
Leeper, PA
—
286
644
—
—
286
644
930
160
1987
01/06
40
Lewisberry, PA
—
412
534
—
—
412
534
946
133
1988
01/06
40
Mercersburg, PA
—
672
746
—
—
672
746
1,418
186
1988
01/06
40
New Florence, PA
—
298
812
—
—
298
812
1,110
202
1989
01/06
40
Newstead, NY
—
255
835
—
—
255
835
1,090
208
1990
01/06
40
Philipsburg, PA
—
428
269
—
—
428
269
697
67
1978
01/06
40
Plainfield, PA
—
244
383
—
—
244
383
627
95
1988
01/06
40
Reynoldsville, PA
—
113
328
—
—
113
328
441
82
1983
01/06
40
Port Royal, PA
—
238
635
—
—
238
635
873
300
1989
07/06
20
LA Fitness:
Little Rock, AR
—
3,113
2,660
4,125
—
3,113
6,785
9,898
1,373
1997
09/98
40
Sarasota, FL
—
471
1,344
4,450
—
471
5,794
6,265
897
1983
03/99
(g)
40
Centerville, OH
—
2,700
—
8,572
—
2,700
8,572
11,272
1,402
2009
06/08
(m)
40
Warren, MI
—
2,360
—
6,674
—
2,360
6,674
9,034
1,133
2009
07/08
(m)
40
Cincinnati, OH
—
5,145
—
9,011
—
5,145
9,011
14,156
1,474
2009
08/08
(m)
40
Lawrence, IN
—
1,599
—
5,867
—
1,762
5,870
7,632
789
2010
01/10
(m)
40
Laveen, AZ
—
1,665
—
5,749
—
1,665
5,749
7,414
749
2010
02/10
(m)
40
Kennesaw, GA
—
3,653
—
3,325
—
3,653
3,325
6,978
412
2011
07/10
(m)
40
Arlington, TX
—
1,166
6,214
—
—
1,166
6,214
7,380
880
2007
01/11
35
Hurst, TX
—
1,494
6,187
—
—
1,494
6,187
7,681
788
2008
07/11
35
South Plainfield, NJ
5,890
(k)
2,415
6,592
—
—
2,415
6,592
9,007
667
2006
06/12
35
McDonough, GA
—
1,503
6,727
—
—
1,503
6,727
8,230
633
2008
09/12
35
Greensburg, PA
—
1,791
7,015
—
—
1,791
7,015
8,806
533
2012
12/12
40
Indianapolis, IN
—
1,651
6,585
—
—
1,651
6,585
8,236
501
2012
12/12
40
Phoenix, AZ
—
1,601
6,540
—
—
1,601
6,540
8,141
497
2012
12/12
40
Tampa, FL
—
4,492
10,894
—
—
4,492
10,894
15,386
828
2012
12/12
40
See accompanying report of independent registered public accounting firm.
F-35
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
West Dundee, IL
—
1,961
6,525
—
—
1,961
6,525
8,486
496
2012
12/12
40
Irving, TX
—
3,636
7,326
—
—
3,636
7,326
10,962
549
2006
05/13
35
Royal Oak, MI
—
3,238
8,998
—
—
3,238
8,998
12,236
589
2010
09/13
35
St. Louis Park, MN
—
3,436
8,665
—
—
3,436
8,665
12,101
505
2009
12/13
35
Pompano Beach, FL
—
7,009
—
8,672
—
7,009
8,672
15,681
9
2015
12/14
(m)
40
San Antonio, TX
—
2,084
—
—
—
2,084
(e)
2,084
(e)
(e)
02/15
(m)
(e)
Antioch, CA
—
2,521
—
—
—
2,521
(e)
2,521
(e)
(e)
06/15
(m)
(e)
Plymouth, MI
—
1,646
—
6,184
—
1,646
6,184
7,830
6
2015
06/15
(m)
40
Spanaway, WA
—
846
—
—
—
846
(e)
846
(e)
(e)
07/15
(m)
(e)
LaPetite Academy:
Albuquerque, NM
—
332
1,166
—
—
332
1,166
1,498
57
1989
07/14
30
Ft. Worth, TX
—
140
383
—
—
140
383
523
37
1981
07/14
15
Moore, OK
—
119
412
—
—
119
412
531
40
1982
07/14
15
Oklahoma City, OK
—
100
391
—
—
100
391
491
38
1982
07/14
15
Last Stop West:
Azle, TX
—
648
859
—
—
648
859
1,507
184
1970
06/07
40
Lil' Champ:
Gainesville, FL
—
900
—
1,800
—
900
1,800
2,700
396
2006
07/05
(m)
40
Jacksonville, FL
—
2,225
3,265
—
—
2,225
3,265
5,490
620
2006
08/05
40
Ocala, FL
—
846
—
1,564
—
846
1,564
2,410
334
2006
02/06
(m)
40
LoanMax:
Bridgeview, IL
—
673
744
—
—
673
744
1,417
261
1997
12/01
40
Logan's Roadhouse:
Alexandria, LA
—
1,218
3,049
—
—
1,218
3,049
4,267
695
1998
11/06
40
Beckley, WV
—
1,396
2,405
—
—
1,396
2,405
3,801
549
2006
11/06
40
Cookeville, TN
—
1,262
2,271
—
—
1,262
2,271
3,533
518
1997
11/06
40
Greenwood, IN
—
1,341
2,105
—
—
1,341
2,105
3,446
480
2000
11/06
40
Hurst, TX
—
1,858
1,916
—
—
1,858
1,916
3,774
437
1999
11/06
40
Jackson, TN
—
1,200
2,246
—
—
1,200
2,246
3,446
512
1994
11/06
40
See accompanying report of independent registered public accounting firm.
F-36
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Lake Charles, LA
—
1,285
2,202
—
—
1,285
2,202
3,487
502
1998
11/06
40
McAllen, TX
—
1,608
2,178
—
—
1,608
2,178
3,786
497
2005
11/06
40
Roanoke, VA
—
2,302
1,947
—
—
2,302
1,947
4,249
444
1998
11/06
40
San Marcos, TX
—
837
1,453
—
—
837
1,453
2,290
332
2000
11/06
40
Smyrna, TN
—
1,335
2,047
—
—
1,335
2,047
3,382
467
2002
11/06
40
Franklin, TN
—
2,519
1,705
—
—
2,519
1,705
4,224
385
1995
12/06
40
Southhaven, MS
—
1,298
1,338
—
—
1,298
1,338
2,636
302
2005
12/06
40
Columbus, MS
—
707
—
1,681
—
707
1,681
2,388
184
2011
11/10
(m)
40
Overland Park, KS
—
1,166
—
1,741
—
1,166
1,741
2,907
180
2011
04/11
(m)
40
Nashville, TN
—
844
—
1,592
—
844
1,592
2,436
164
2011
06/11
(m)
40
Marion, IL
—
1,016
—
1,674
—
1,016
1,674
2,690
138
2012
03/12
(m)
40
Pooler, GA
—
1,159
—
1,720
—
1,159
1,720
2,879
124
2013
03/12
(m)
40
Cullman, AL
—
889
—
1,585
—
889
1,585
2,474
127
2012
04/12
(m)
40
Lebanon, TN
—
789
—
1,725
—
789
1,725
2,514
131
2012
06/12
(m)
40
Chester, VA
—
871
—
1,697
—
871
1,697
2,568
125
2013
07/12
(m)
40
Gonzales, LA
—
975
—
1,696
—
975
1,696
2,671
118
2013
10/12
(m)
40
Madison, AL
—
689
—
1,657
—
689
1,657
2,346
109
2013
11/12
(m)
40
Hopkinsville, KY
—
644
—
1,788
—
644
1,788
2,432
76
2014
09/13
(m)
40
Muscle Shoals, AL
—
907
—
1,506
—
907
1,506
2,413
39
2014
06/14
(m)
40
Lowe's:
Memphis, TN
—
3,215
9,170
24
—
3,215
9,194
12,409
3,112
2001
06/02
40
Magic China Café:
Orlando, FL
10
(h)
40
111
—
—
40
111
151
33
2001
02/04
40
Magic Mountain:
Columbus, OH
—
2,076
1,906
124
—
2,076
2,030
4,106
419
1990
06/07
40
Columbus, OH
—
5,380
2,693
25
—
5,380
2,718
8,098
578
1990
06/07
40
See accompanying report of independent registered public accounting firm.
F-37
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Main Event:
Oklahoma City, OK
—
2,004
8,711
—
—
2,004
8,711
10,715
118
2014
06/15
40
San Antonio, TX
—
2,115
10,080
—
—
2,115
10,080
12,195
156
2014
06/15
35
Tulsa, OK
—
1,542
7,748
—
—
1,542
7,748
9,290
105
2015
06/15
40
Fort Worth, TX
—
2,538
—
—
—
2,538
(e)
2,538
(e)
(e)
12/15
(m)
(e)
Louisville, KY
—
2,504
—
—
—
2,504
(e)
2,504
(e)
(e)
12/15
(m)
(e)
Independence, MO
—
1,794
7,650
—
—
1,794
7,650
9,444
8
2015
12/15
40
Memphis, TN
—
1,263
6,825
—
—
1,263
6,825
8,088
7
2015
12/15
40
Manny's Barber Shop:
Mesa, AZ
—
43
113
367
—
43
480
523
117
1997
12/01
40
Mariscos Morales Mexican Restaurant:
Gresham, OR
—
817
108
28
—
817
136
953
41
1993
12/01
40
Mattress Firm:
Baton Rouge, LA
—
609
914
—
—
609
914
1,523
457
1995
12/95
(m)
40
Buford, GA
—
635
1,635
465
—
635
2,100
2,735
513
2003
07/04
(g)
40
Lancaster, OH
—
600
—
793
—
600
671
1,271
60
2012
01/08
(g)
40
Plainfield, IN
—
379
—
1,267
—
379
1,267
1,646
44
2014
01/14
(m)
40
Fayetteville, AR
—
891
2,229
—
—
891
2,229
3,120
139
1998
02/14
30
Pocatello, ID
—
268
—
1,505
—
268
1,505
1,773
39
2014
09/14
(m)
40
South Jordan, UT
—
719
—
1,572
—
719
1,572
2,291
31
2015
11/14
(m)
40
Helena, MT
—
658
1,568
—
—
658
1,568
2,226
18
2015
03/15
40
Kentwood, MI
—
593
1,531
—
—
593
1,531
2,124
27
2015
04/15
40
Muncie, IN
—
288
1,537
—
—
288
1,537
1,825
31
2015
04/15
35
Sandusky, OH
—
518
1,409
—
—
518
1,409
1,927
19
2015
06/15
40
Fort Collins, CO
—
757
—
1,168
—
757
1,168
1,925
4
2015
07/15
(m)
40
MC Sports:
Lapeer, MI
—
408
2,086
—
—
408
2,031
2,439
426
2007
10/05
40
MedExpress Urgent Care:
Fairmont, WV
—
245
1,859
—
—
245
1,859
2,104
193
2011
05/12
35
Hanover, PA
—
533
1,521
—
—
533
1,521
2,054
158
2011
05/12
35
Hermitage, PA
—
445
2,108
—
—
445
2,108
2,553
218
2011
05/12
35
Latrobe, PA
—
681
1,511
—
—
681
1,511
2,192
156
2011
05/12
35
Mt. Pleasant, PA
—
593
1,482
—
—
593
1,482
2,075
153
2011
05/12
35
Pittsburgh, PA
—
227
1,936
—
—
227
1,936
2,163
234
1970
05/12
30
Martinsburg, WV
—
917
—
650
—
917
650
1,567
37
2013
12/12
(m)
40
Wheeling, WV
—
485
1,232
—
—
485
1,232
1,717
115
1989
03/13
30
Huntington, WV
—
990
—
735
—
1,017
735
1,752
41
2013
08/13
(m)
40
Anderson, IN
—
777
—
661
—
777
661
1,438
34
2013
08/13
(m)
40
Terre Haute, IN
—
144
1,616
—
—
144
1,616
1,760
128
1991
08/13
30
Benton, AR
—
376
1,125
—
—
376
1,125
1,501
13
2015
07/15
40
Connellsville, PA
—
162
1,172
—
—
162
1,172
1,334
13
2015
07/15
40
Rogers, AR
—
435
1,168
—
—
435
1,168
1,603
13
2015
07/15
40
Russellville, AR
—
247
1,098
—
—
247
1,098
1,345
14
2015
07/15
35
Hot Springs, AR
—
440
1,155
—
—
440
1,155
1,595
11
2015
08/15
40
Salina, KS
—
321
1,315
—
—
321
1,315
1,636
11
1999
09/15
35
Lehigh Acres, FL
—
459
—
—
—
459
(e)
459
(e)
(e)
10/15
(m)
(e)
Merchant's Tires:
Hampton, VA
—
180
427
—
—
180
427
607
115
1986
03/05
40
Newport News, VA
—
234
259
—
—
234
259
493
70
1986
03/05
40
Norfolk, VA
—
398
508
—
—
398
508
906
137
1986
03/05
40
Rockville, MD
—
1,030
306
—
—
1,030
306
1,336
83
1974
03/05
40
Washington, DC
—
624
578
—
—
624
578
1,202
156
1983
03/05
40
Mi Pueblo Foods:
Palo Alto, CA
—
2,272
3,405
28
—
2,272
3,433
5,705
1,435
1998
12/98
(f)
40
Michaels:
Fairfax, VA
—
534
773
1,369
—
992
2,141
3,133
819
1995
12/95
40
Altamonte Springs, FL
—
1,947
3,267
1,198
—
1,947
3,370
5,317
545
1997
09/97
26
Plymouth Meeting, PA
—
2,911
2,595
—
—
2,911
2,595
5,506
1,032
1999
10/98
(g)
40
Florissant, MO
—
523
617
1,784
—
524
2,399
2,923
370
1996
04/03
(g)
40
Miller's Ale House:
Pensacola, FL
—
1,363
1,842
—
—
1,363
1,842
3,205
248
2008
04/11
35
Oviedo, FL
—
113
—
3,785
—
113
3,785
3,898
304
2012
10/11
40
Mimi's:
Tampa, FL
—
688
2,357
—
—
688
2,357
3,045
147
2003
02/14
30
Mister Car Wash:
Anoka, MN
—
212
214
—
—
212
214
426
125
1968
04/07
15
Brooklyn Park, MN
—
438
778
—
—
438
778
1,216
271
1985
04/07
25
Cedar Rapids, IA
—
391
816
—
—
391
816
1,207
284
1989
04/07
25
Clive, IA
—
1,141
935
—
—
1,141
935
2,076
407
1983
04/07
20
Cottage Grove, MN
—
274
485
—
—
274
485
759
169
1992
04/07
25
Des Moines, IA
—
213
476
—
—
213
476
689
207
1964
04/07
20
Des Moines, IA
—
249
596
—
—
249
596
845
173
1990
04/07
30
Eden Prairie, MN
—
865
751
—
—
865
751
1,616
327
1984
04/07
20
Edina, MN
—
894
687
—
—
894
687
1,581
299
1985
04/07
20
Houston, TX
—
1,347
1,702
—
—
1,347
1,702
3,049
494
1984
04/07
30
Houston, TX
—
2,260
1,806
—
—
2,260
1,806
4,066
629
1975
04/07
25
Houston, TX
—
796
678
—
—
796
678
1,474
236
1986
04/07
25
Houston, TX
—
624
1,108
—
—
624
1,108
1,732
322
1988
04/07
30
Houston, TX
—
5,126
1,267
—
—
5,126
1,267
6,393
315
1995
04/07
35
Houston, TX
—
3,193
1,305
—
—
3,193
1,305
4,498
325
1995
04/07
35
Houston, TX
—
1,846
1,592
—
—
1,846
1,592
3,438
555
1983
04/07
25
Houston, TX
—
1,960
1,145
—
—
1,960
1,145
3,105
399
1983
04/07
25
Houston, TX
—
288
466
—
—
288
466
754
270
1970
04/07
15
Humble, TX
—
1,204
1,517
—
—
1,204
1,517
2,721
377
1993
04/07
35
Plymouth, MN
—
827
182
—
—
827
182
1,009
158
1955
04/07
10
Roseville, MN
—
861
564
—
—
861
564
1,425
245
1963
04/07
20
Spokane, WA
—
214
580
—
—
214
580
794
168
1990
04/07
30
Spokane, WA
—
1,253
1,146
—
—
1,253
1,146
2,399
285
1997
04/07
35
St. Cloud, MN (n)
—
243
391
—
—
242
391
633
170
1986
04/07
20
Stillwater, MN
—
289
214
—
—
289
214
503
124
1971
04/07
15
Sugarland, TX
—
3,789
1,972
—
—
3,789
1,972
5,761
491
1995
04/07
35
West St Paul, MN
—
836
236
—
—
836
236
1,072
103
1972
04/07
20
Rochester, MN
—
1,055
2,327
—
—
1,055
2,327
3,382
478
2003
10/07
40
Birmingham, AL
—
2,378
2,145
—
—
2,378
2,145
4,523
581
1985
11/07
30
Clearwater, FL
—
825
765
—
—
825
765
1,590
249
1969
11/07
25
Mesquite, TX
—
1,596
2,201
—
—
1,596
2,201
3,797
715
1987
11/07
25
Seminole, FL
—
2,166
1,496
—
—
2,166
1,496
3,662
405
1985
11/07
30
Tampa, FL
—
2,993
1,669
—
—
2,993
1,669
4,662
542
1969
11/07
25
Vestavia Hills, AL
—
1,009
956
—
—
1,009
956
1,965
311
1967
11/07
25
El Paso, TX
—
1,424
1,306
—
—
1,424
1,306
2,730
350
1986
12/07
30
El Paso, TX
—
664
824
—
—
664
824
1,488
166
1991
12/07
40
El Paso, TX
—
988
1,046
—
—
988
1,046
2,034
211
1998
12/07
40
El Paso, TX
—
1,399
1,468
—
—
1,399
1,468
2,867
295
1991
12/07
40
El Paso, TX
—
1,807
2,287
—
—
1,807
2,287
4,094
461
1983
12/07
40
Tampa, FL
—
541
829
—
—
541
829
1,370
189
1978
04/10
25
Springfield, MO
—
642
1,767
—
—
642
1,767
2,409
262
1979
07/11
30
Springfield, MO
—
1,188
2,817
—
—
1,188
2,817
4,005
359
2000
07/11
35
Springfield, MO
—
1,064
2,109
—
—
1,064
2,109
3,173
313
1990
07/11
30
Missouri City, TX
—
549
1,553
—
—
549
1,553
2,102
183
2004
11/11
35
Bountiful, UT
—
484
292
—
—
484
292
776
39
1995
01/12
30
Salt Lake City, UT
—
522
1,806
—
—
522
1,806
2,328
238
1993
01/12
30
Tucson, AZ
—
946
2,566
—
—
946
2,566
3,512
339
2003
01/12
30
Tucson, AZ
—
742
2,226
—
—
742
2,226
2,968
294
2000
01/12
30
Tucson, AZ
—
108
778
—
—
108
778
886
103
2004
01/12
30
Tucson, AZ
—
493
345
—
—
493
345
838
39
2007
01/12
35
Cedar Park, TX
—
794
1,316
—
—
794
1,316
2,110
139
2009
04/12
35
Spokane Valley, WA
—
454
857
—
—
454
857
1,311
91
2005
04/12
35
Salt Lake City, UT
—
781
2,303
—
—
781
2,303
3,084
228
2009
07/12
35
Charlotte, NC
—
693
1,315
—
—
693
1,315
2,008
173
1981
09/12
25
College Park, GA
—
322
1,056
—
—
322
1,056
1,378
99
2008
09/12
35
Griffin, GA
—
401
2,897
—
—
401
2,897
3,298
272
2007
09/12
35
Hampton, GA
—
421
1,996
—
—
421
1,996
2,417
188
2006
09/12
35
Lilburn, GA
—
381
2,426
—
—
381
2,426
2,807
228
2007
09/12
35
Matthews, NC
—
664
664
—
—
664
664
1,328
73
1990
09/12
30
Oxford, AL
—
301
3,607
—
—
301
3,607
3,908
339
2008
09/12
35
Pineville, NC
—
723
1,195
—
—
723
1,195
1,918
131
1990
09/12
30
Clermont, FL
—
783
2,328
—
—
783
2,328
3,111
213
2006
10/12
35
Springfield, MO
—
474
736
—
—
474
736
1,210
80
2006
10/12
30
Abilene, TX
—
641
3,093
—
—
641
3,093
3,734
276
2006
11/12
35
Abilene, TX
—
101
426
—
—
101
426
527
38
2009
11/12
35
Lubbock, TX
—
350
2,984
—
—
350
2,984
3,334
266
2007
11/12
35
Lubbock, TX
—
411
2,534
—
—
411
2,534
2,945
264
2003
11/12
30
Lubbock, TX
—
400
3,403
—
—
400
3,403
3,803
304
2004
11/12
35
Ephrata, PA
—
241
2,797
—
—
241
2,797
3,038
340
1987
12/12
25
Lancaster, PA
—
920
7,894
—
—
920
7,894
8,814
800
1999
12/12
30
Sinking Spring, PA
—
1,251
4,735
—
—
1,251
4,735
5,986
480
2005
12/12
30
York, PA
—
591
4,605
—
—
591
4,605
5,196
467
1995
12/12
30
Atlanta, GA
—
1,773
4,528
—
—
1,773
4,528
6,301
393
2003
12/12
35
Atlanta, GA
—
1,633
5,378
—
—
1,633
5,378
7,011
545
1998
12/12
30
Urbandale, IA
—
485
374
—
—
485
374
859
34
1990
04/13
30
Houston, TX
—
551
2,967
—
—
551
2,967
3,518
302
1980
06/13
25
Houston, TX
—
713
964
—
—
713
964
1,677
70
2005
06/13
35
Houston, TX
—
752
1,736
—
—
752
1,736
2,488
126
2005
06/13
35
Houston, TX
—
1,573
2,315
—
—
1,573
2,315
3,888
168
2006
06/13
35
Houston, TX
—
542
1,876
—
—
542
1,876
2,418
136
2012
06/13
35
Humble, TX
—
611
3,327
—
—
611
3,327
3,938
242
2006
06/13
35
Katy, TX
—
421
2,157
—
—
421
2,157
2,578
183
2002
06/13
30
Spring, TX
—
652
2,627
—
—
652
2,627
3,279
191
2006
06/13
35
Tucson, AZ
—
654
1,357
—
—
654
1,357
2,011
104
1986
09/13
30
Rochester, MN
—
396
264
—
—
396
264
660
16
1987
02/14
30
Tucson, AZ
—
988
272
—
—
988
272
1,260
17
1987
02/14
30
Brooklyn Park, MN
—
287
394
—
—
287
394
681
3
2011
09/15
35
Lake Mary, FL
—
692
3,518
—
—
692
3,518
4,210
24
1997
10/15
30
Melbourne, FL
—
1,262
4,348
—
—
1,262
4,348
5,610
26
2009
10/15
35
Sanford, FL
—
1,322
3,887
—
—
1,322
3,887
5,209
23
2008
10/15
35
See accompanying report of independent registered public accounting firm.
F-38
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Movie Tavern Theatre:
Covington, LA
—
1,081
6,779
—
—
1,081
6,779
7,860
292
1993
09/14
30
Baton Rouge, LA
—
1,497
—
10,888
—
1,497
10,888
12,385
136
1993
11/14
40
Mr. Hero:
Parma, OH
—
36
291
—
—
36
291
327
6
1980
06/15
25
Muchas Gracias Mexican Restaurant:
Salem, OR
—
556
736
—
—
556
736
1,292
258
1996
12/01
40
National Karate Academy:
Eden Prairie, MN
—
76
211
110
—
76
321
397
106
1997
12/01
40
Natural Grocers:
Lincoln, NE
—
1,482
2,811
—
—
1,482
2,811
4,293
218
2012
04/13
35
Coeur D'Alene, ID
—
2,172
—
2,778
—
2,172
2,778
4,950
124
2014
08/13
40
Flagstaff, AZ
3,136
(p)
831
4,079
—
—
831
4,079
4,910
131
2012
11/14
35
Helena, MT
2,751
(p)
1,079
3,062
—
—
1,079
3,062
4,141
98
2012
11/14
35
Missoula, MT
2,450
(p)
929
3,222
—
—
929
3,222
4,151
104
2012
11/14
35
Sedona, AZ
2,882
(p)
1,064
3,211
—
—
1,064
3,211
4,275
103
2012
11/14
35
Steamboat Springs, CO
3,336
(p)
1,512
3,447
—
—
1,512
3,447
4,959
111
2012
11/14
35
Independence, MO
—
912
5,002
—
—
912
5,002
5,914
174
2002
12/14
30
Conifer, CO
—
1,432
—
4,076
—
1,432
4,076
5,508
21
2015
06/15
(m)
40
Oklahoma City, OK
—
955
3,975
—
—
955
3,975
4,930
24
2014
10/15
35
Nebraskaland Tire:
Park City, KS
—
214
687
—
—
214
687
901
362
1989
06/05
20
Nitlantika:
Hollywood, FL
—
383
88
37
—
234
—
234
—
1960
12/05
15
Northern Tool:
Asheville, NC
—
519
2,998
—
—
519
2,998
3,517
310
2007
05/12
35
Spartanburg, SC
2,804
(k)
654
3,174
—
—
654
3,174
3,828
137
2007
09/14
30
See accompanying report of independent registered public accounting firm.
F-39
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Office Depot:
Gastonia, NC
—
1,554
2,367
946
—
1,554
3,313
4,867
769
2004
12/04
40
OfficeMax:
Cincinnati, OH
—
543
1,575
—
—
543
1,575
2,118
846
1994
07/94
40
Evanston, IL
—
1,868
1,758
—
—
1,868
1,758
3,626
903
1995
06/95
40
Sacramento, CA
—
1,144
2,961
—
—
1,144
2,961
4,105
1,407
1996
12/96
40
Salinas, CA
—
1,353
1,829
—
—
1,353
1,829
3,182
863
1995
02/97
40
Redding, CA
—
667
2,182
—
—
667
2,182
2,849
1,011
1997
06/97
40
Kelso, WA
—
868
—
1,806
—
868
1,806
2,674
811
1998
09/97
(g)
40
Lynchburg, VA
—
562
—
1,851
—
562
1,851
2,413
800
1998
02/98
(m)
40
Tigard, OR
—
1,540
2,247
—
—
1,540
2,247
3,787
962
1995
11/98
40
Griffin, GA
—
685
—
1,802
—
685
1,802
2,487
753
1999
11/98
(g)
40
Omaha, NE
—
664
1,778
—
—
664
1,778
2,442
130
1995
07/14
20
Weatherford, TX
—
548
2,436
—
—
548
2,436
2,984
105
1999
09/14
30
Orchard Supply Hardware:
Pismo Beach, CA
—
2,436
1,997
2,339
—
2,436
4,336
6,772
619
1989
12/11
(o)
25
San Jose, CA
—
6,406
2,457
3,374
—
6,406
5,831
12,237
825
1982
12/11
(o)
25
San Jose, CA
—
4,092
4,279
3,307
—
4,092
7,586
11,678
1,111
1982
12/11
(o)
25
Chico, CA
—
1,782
4,563
746
—
1,782
5,308
7,090
585
2002
07/12
(o)
30
Clovis, CA
—
1,226
1,426
151
—
1,226
1,577
2,803
214
1982
07/12
(o)
25
Pinole, CA
—
2,784
5,195
—
—
2,784
5,195
7,979
719
1987
07/12
(o)
25
San Jose, CA
—
5,850
4,129
—
—
5,850
4,129
9,979
571
1946
07/12
(o)
25
San Jose, CA
—
3,370
2,517
—
—
3,370
2,517
5,887
348
1965
07/12
25
Orlando Metro Gymnastics:
Orlando, FL
—
428
1,345
—
—
428
1,345
1,773
368
2003
01/05
40
Outback:
Cheyenne, WY
—
672
2,502
—
—
672
2,502
3,174
316
2001
03/12
30
Conroe, TX
—
524
583
—
—
524
583
1,107
88
1992
03/12
25
Copley Township, OH
—
753
2,407
—
—
753
2,407
3,160
365
1993
03/12
25
See accompanying report of independent registered public accounting firm.
F-40
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Coraopolis, PA
—
487
2,326
—
—
487
2,326
2,813
294
1998
03/12
30
Denver, CO
—
850
1,305
—
—
850
1,305
2,155
141
2003
03/12
35
Knoxville, TN
—
753
1,852
—
—
753
1,852
2,605
201
2004
03/12
35
Largo, MD
—
1,738
2,227
—
—
1,738
2,227
3,965
281
2001
03/12
30
Lufkin, TX
—
850
1,147
—
—
850
1,147
1,997
145
1999
03/12
30
Marrero, LA
—
781
3,144
—
—
781
3,144
3,925
477
1995
03/12
25
Mechanicsville, VA
—
674
2,328
—
—
674
2,328
3,002
294
2002
03/12
30
Mt. Pleasant, SC
—
713
1,466
—
—
713
1,466
2,179
185
1999
03/12
30
Phoenix, AZ
—
821
2,284
—
—
821
2,284
3,105
289
2002
03/12
30
Shreveport, LA
—
633
3,105
—
—
633
3,105
3,738
471
1994
03/12
25
Smithfield, NC
—
772
2,345
—
—
772
2,345
3,117
254
2004
03/12
35
Stockbridge, GA
—
910
1,988
—
—
910
1,988
2,898
251
2001
03/12
30
Troy, OH
—
456
1,575
—
—
456
1,575
2,031
171
2004
03/12
35
Venice, FL
—
833
2,529
—
—
833
2,529
3,362
320
2001
03/12
30
Warrenton, VA
—
1,833
2,021
—
—
1,833
2,021
3,854
255
2001
03/12
30
Wheaton, IL
—
901
654
—
—
901
654
1,555
99
1994
03/12
25
Fultondale, AL
—
765
2,097
—
—
765
2,097
2,862
79
1998
11/14
30
Palais Royale:
Sealy, TX
—
457
504
1,769
—
462
2,273
2,735
537
1982
03/99
40
Panda Express:
Florissant, MO
—
50
59
170
—
50
228
278
35
2012
04/03
(g)
40
Panera Bread:
Lewisville, TX
—
815
—
59
—
874
(i)
874
(i)
(i)
04/01
(q)
(i)
Patient First:
Richmond, VA
—
270
1,545
—
—
270
1,545
1,815
238
1988
05/11
30
York, PA
—
772
2,995
—
—
772
2,995
3,767
334
2011
07/11
40
Mechanicsburg, PA
—
933
3,401
—
—
933
3,401
4,334
329
2011
02/12
40
Patriot Fuels:
Vinita, OK
—
72
368
—
—
72
368
440
117
1972
07/09
20
See accompanying report of independent registered public accounting firm.
F-41
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Pawn America:
Fargo, ND
—
335
2,747
—
—
335
2,747
3,082
239
2008
12/12
35
Fridley, MN
—
1,013
4,465
—
—
1,013
4,465
5,478
453
1978
12/12
30
Sioux Falls, SD
—
207
1,490
—
—
207
1,490
1,697
151
1985
12/12
30
Mankato, MN
—
449
—
1,705
—
449
1,705
2,154
91
2013
03/13
(m)
40
Pep Boys:
Chicago, IL
—
1,077
3,756
—
—
1,077
3,756
4,833
872
1993
11/07
35
Cicero, IL
—
1,341
3,760
—
—
1,341
3,760
5,101
873
1993
11/07
35
Cornwell Heights, PA
—
2,058
3,102
—
—
2,058
3,102
5,160
1,008
1972
11/07
25
East Brunswick, NJ
—
2,449
5,026
—
—
2,449
5,026
7,475
1,361
1987
11/07
30
Guayama, PR
—
1,729
2,732
—
—
1,729
2,131
3,860
394
1998
11/07
33
Jacksonville, FL
—
810
2,331
—
—
810
2,331
3,141
541
1989
11/07
35
Joliet, IL
—
1,506
3,727
—
—
1,506
3,727
5,233
865
1993
11/07
35
Lansing, IL
—
869
3,440
—
—
869
3,440
4,309
799
1993
11/07
35
Marietta, GA
—
1,311
3,556
—
—
1,311
3,556
4,867
963
1987
11/07
30
Marlton, NJ
—
1,608
4,142
—
—
1,608
4,142
5,750
1,122
1983
11/07
30
Philadelphia, PA
—
1,300
3,830
—
—
1,300
3,830
5,130
889
1995
11/07
35
Quakertown, PA
—
1,129
3,252
—
—
1,129
3,252
4,381
755
1995
11/07
35
Reading, PA
—
1,189
3,367
—
—
1,189
2,819
4,008
614
1989
11/07
28
Roswell, GA
—
931
2,732
—
—
931
2,732
3,663
740
2007
11/07
30
Turnersville, NJ
—
990
3,494
—
—
990
3,494
4,484
946
1986
11/07
30
Houston, TX
—
734
3,028
—
—
734
3,028
3,762
576
1994
04/10
30
Perkins Restaurant:
Des Moines, IA
—
256
136
—
—
256
136
392
136
1976
06/05
10
Des Moines, IA
—
226
203
—
—
226
203
429
203
1976
06/05
10
Des Moines, IA
—
270
218
—
—
270
218
488
218
1977
06/05
10
Newton, IA
—
354
402
—
—
354
402
756
402
1979
06/05
10
Urbandale, IA
—
377
581
—
—
377
581
958
306
1979
06/05
20
Pet Paradise:
Houston, TX
—
417
2,306
—
—
417
2,306
2,723
449
2008
03/08
40
Bunnell, FL
—
316
881
—
—
316
881
1,197
170
1997
04/08
40
See accompanying report of independent registered public accounting firm.
F-42
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Charlotte, NC
—
825
—
3,231
—
825
3,231
4,056
522
2009
11/08
(m)
40
Davie, FL
—
1,138
1,069
—
—
1,138
1,069
2,207
215
2003
12/08
35
Petco:
Grand Forks, ND
—
307
910
—
—
307
910
1,217
410
1996
12/97
40
Florissant, MO
—
299
352
1,019
—
300
1,371
1,671
212
2012
04/03
(g)
40
Petro Express:
Belmont, NC
—
1,508
1,622
—
—
1,508
1,622
3,130
404
2001
04/07
35
Charlotte, NC
—
1,030
1,725
—
—
1,030
1,725
2,755
501
1983
04/07
30
Charlotte, NC
—
429
425
—
—
429
425
854
124
1983
04/07
30
Charlotte, NC
—
2,316
2,064
—
—
2,316
2,064
4,380
514
1996
04/07
35
Charlotte, NC
—
2,165
1,965
—
—
2,165
1,965
4,130
489
1997
04/07
35
Charlotte, NC
—
1,340
1,790
—
—
1,340
1,790
3,130
445
1998
04/07
35
Charlotte, NC
—
2,784
3,720
—
—
2,784
3,720
6,504
926
1998
04/07
35
Charlotte, NC
—
1,532
1,973
—
—
1,532
1,973
3,505
491
1998
04/07
35
Charlotte, NC
—
1,697
2,419
—
—
1,697
2,419
4,116
527
2005
04/07
40
Charlotte, NC
—
629
876
—
—
623
876
1,499
254
1986
04/07
30
Charlotte, NC
—
1,458
2,047
—
—
1,458
2,047
3,505
594
1987
04/07
30
Charlotte, NC
—
1,291
1,839
—
—
1,291
1,839
3,130
534
1988
04/07
30
Charlotte, NC
—
1,778
1,977
—
—
1,778
1,977
3,755
574
1992
04/07
30
Charlotte, NC
—
507
698
—
—
507
698
1,205
304
1967
04/07
20
Charlotte, NC
—
1,810
2,570
—
—
1,810
2,570
4,380
559
2004
04/07
40
Concord, NC
—
2,144
1,986
—
—
2,144
1,986
4,130
494
2000
04/07
35
Concord, NC
—
1,828
1,677
—
—
1,828
1,677
3,505
417
2002
04/07
35
Denver, NC
—
2,317
1,750
—
—
2,317
1,750
4,067
435
1999
04/07
35
Fort Mill, SC
—
3,825
2,554
—
—
3,825
2,554
6,379
636
1998
04/07
35
Gastonia, NC
—
965
1,228
—
—
965
1,228
2,193
305
2001
04/07
35
Gastonia, NC
—
745
760
—
—
745
760
1,505
166
2003
04/07
40
Gastonia, NC
—
335
545
—
—
335
545
880
119
2000
04/07
40
Gastonia, NC
—
1,070
1,185
—
—
1,070
1,185
2,255
295
1990
04/07
35
Hickory, NC
—
1,975
1,530
—
—
1,975
1,530
3,505
381
2002
04/07
35
Kings Mountain, NC
—
1,210
982
—
—
1,210
982
2,192
244
1988
04/07
35
See accompanying report of independent registered public accounting firm.
F-43
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Lake Wylie, SC
—
1,972
1,283
—
—
1,972
1,283
3,255
319
2003
04/07
35
Lake Wylie, SC
—
1,381
2,061
—
—
1,381
2,061
3,442
513
1998
04/07
35
Lincolnton, NC
—
723
532
—
—
723
532
1,255
154
1989
04/07
30
Mineral Springs, NC
—
678
577
—
—
678
577
1,255
126
2002
04/07
40
Monroe, NC
—
857
1,023
—
—
857
1,023
1,880
223
2004
04/07
40
Monroe, NC
—
709
796
—
—
709
796
1,505
198
1999
04/07
35
Monroe, NC
—
421
834
—
—
421
834
1,255
208
1997
04/07
35
Rock Hill, SC
—
778
727
—
—
778
727
1,505
211
1990
04/07
30
Rock Hill, SC
—
2,119
1,886
—
—
2,119
1,886
4,005
469
1998
04/07
35
Rock Hill, SC
—
3,095
1,910
—
—
3,095
1,910
5,005
475
1999
04/07
35
Statesville, NC
—
1,886
2,182
—
—
1,864
2,182
4,046
543
1999
04/07
35
Waxhaw, NC
—
508
747
—
—
508
747
1,255
163
2002
04/07
40
York, SC
—
2,306
1,449
—
—
2,306
1,449
3,755
360
1999
04/07
35
Charlotte, NC
—
1,834
1,214
—
—
1,834
1,214
3,048
262
1997
05/07
40
Charlotte, NC
—
1,849
2,280
—
—
1,849
2,280
4,129
492
2005
05/07
40
Rock Hill, SC
—
3,108
2,146
—
—
3,108
2,146
5,254
463
1999
05/07
40
PetSense:
Kingsville, TX
—
499
458
224
—
499
682
1,181
188
1995
12/01
40
PetSmart:
Chicago, IL
—
2,724
3,566
—
—
2,724
3,566
6,290
1,541
1998
09/98
40
Pier I Imports:
Anchorage, AK
—
928
1,663
—
—
928
1,663
2,591
825
1995
02/96
40
Memphis, TN
—
713
822
—
—
713
822
1,535
381
1997
09/96
(f)
40
Sanford, FL
—
738
803
—
—
738
803
1,541
357
1998
06/97
(f)
40
Valdosta, GA
—
391
806
—
—
391
806
1,197
325
1999
01/99
(f)
40
Pizza Hut:
Monroeville, AL
—
547
44
—
—
547
44
591
16
1976
12/01
40
Amherst, NY
—
230
175
—
—
230
175
405
8
1977
02/15
20
Bowie, TX
—
111
346
—
—
111
346
457
12
1976
02/15
25
Greeneville, TN
—
111
717
—
—
111
717
828
25
1972
02/15
25
See accompanying report of independent registered public accounting firm.
F-44
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Popeye's:
Snellville, GA
—
642
437
—
—
642
437
1,079
153
1995
12/01
40
Randallstown, MD
—
483
609
—
—
483
609
1,092
46
1958
02/14
25
Power Center:
Midland, MI
—
1,085
1,635
220
—
1,085
1,598
2,683
416
2005
05/05
(g)
40
Big Flats, NY
—
2,248
7,159
1,258
—
2,248
5,075
7,323
1,328
2006
08/05
(g)
40
Harlingen, TX
—
247
807
—
—
247
583
830
142
2008
09/06
(g)
40
Harlingen, TX
—
749
1,238
195
—
749
1,043
1,792
263
2008
09/06
(g)
40
Woodstock, GA
—
261
701
—
—
261
516
777
108
1997
07/08
40
Premium Spas & Billiards:
Fairfax, VA
—
105
151
413
—
194
564
758
121
1995
12/95
40
Pull-A-Part:
Augusta, GA
—
1,414
—
1,449
—
1,414
1,449
2,863
310
2007
08/06
(m)
40
Birmingham, AL
—
1,165
2,090
—
—
1,165
2,090
3,255
490
1964
08/06
40
Charlotte, NC
—
2,913
1,724
—
—
2,908
1,724
4,632
404
2006
08/06
40
Conley, GA
—
1,686
1,387
—
—
1,686
1,387
3,073
325
1999
08/06
40
Harvey, LA
—
1,887
—
4,326
—
1,887
4,326
6,213
807
2008
08/06
(m)
40
Knoxville, TN
—
961
—
2,384
—
961
2,384
3,345
504
2007
08/06
(m)
40
Louisville, KY
—
3,206
1,532
—
—
3,206
1,532
4,738
359
2006
08/06
40
Nashville, TN
—
2,164
1,414
—
—
2,164
1,414
3,578
331
2006
08/06
40
Norcross, GA
—
1,831
1,040
—
—
1,831
1,040
2,871
244
1998
08/06
40
Cleveland, OH
—
4,556
—
2,096
—
4,556
2,096
6,652
426
2007
08/06
(m)
40
Lafayette, LA
—
1,036
—
2,226
—
1,036
2,226
3,262
447
2007
08/06
(m)
40
Montgomery, AL
—
934
—
2,013
—
934
2,013
2,947
409
2007
11/06
(m)
40
Jackson, MS
—
1,315
—
2,471
—
1,315
2,318
3,633
463
2008
12/06
(m)
40
Baton Rouge, LA
—
893
—
3,256
—
893
3,256
4,149
553
2009
01/07
(m)
40
Memphis, TN
—
1,779
—
2,964
—
1,779
2,964
4,743
565
2008
05/07
(m)
40
Mobile, AL
—
550
—
2,772
—
550
2,772
3,322
482
2009
06/07
(m)
40
Winston-Salem, NC
—
846
—
2,449
—
836
2,449
3,285
431
2009
08/07
(m)
40
Lithonia, GA
—
2,410
—
2,345
—
2,410
2,345
4,755
408
2009
08/07
(m)
40
See accompanying report of independent registered public accounting firm.
F-45
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Columbia, SC
—
935
—
2,178
—
935
2,178
3,113
379
2009
09/07
(m)
40
Akron, OH
—
1,065
—
1,869
—
1,065
1,869
2,934
286
2009
10/08
(m)
40
Quaker Steak & Lube:
Mentor, OH
—
841
2,452
—
—
841
2,452
3,293
120
2009
04/14
35
QuikTrip:
Alpharetta, GA
—
1,048
607
—
—
1,048
607
1,655
160
1996
06/05
40
Clive, IA
—
623
557
—
—
623
557
1,180
196
1994
06/05
30
Des Moines, IA
—
259
792
—
—
259
792
1,051
278
1996
06/05
30
Des Moines, IA
—
379
455
—
—
379
455
834
160
1990
06/05
30
Gainesville, GA
—
592
913
—
—
592
913
1,505
321
1989
06/05
30
Herculaneum, MO
—
856
1,613
—
—
856
1,613
2,469
567
1991
06/05
30
Johnston, IA
—
394
385
—
—
394
385
779
135
1991
06/05
30
Lee's Summit, MO
—
374
1,224
—
—
374
1,224
1,598
323
1999
06/05
40
Norcross, GA
—
948
294
—
—
948
294
1,242
103
1989
06/05
30
Norcross, GA
—
966
202
—
—
966
202
1,168
71
1993
06/05
30
Norcross, GA
—
844
297
—
—
839
297
1,136
104
1994
06/05
30
Olathe, KS
—
793
1,392
—
—
793
1,392
2,185
367
1999
06/05
40
Tulsa, OK
—
1,225
650
—
—
1,225
650
1,875
228
1990
06/05
30
Urbandale, IA
—
340
764
—
—
340
764
1,104
201
1993
06/05
40
Wichita, KS
—
127
543
—
—
127
543
670
191
1990
06/05
30
Woodstock , GA
—
488
1,042
—
—
488
1,042
1,530
275
1997
06/05
40
Qwest Corporation Service Center:
Cedar Rapids, IA
—
184
629
—
—
184
629
813
332
1976
06/05
20
Decorah, IA
—
72
272
—
—
72
272
344
272
1974
06/05
10
Rabobank:
Chico, CA
—
346
—
—
—
346
—
346
(e)
(i)(e)
07/12
30
Raising Cane's:
Lancaster, OH
—
600
—
1,075
—
600
1,075
1,675
84
2012
01/08
(g)
40
Sulphur, LA
—
326
1,268
—
—
326
1,268
1,594
171
2009
04/11
35
See accompanying report of independent registered public accounting firm.
F-46
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Hurst, TX
—
763
—
1,309
—
763
1,309
2,072
138
2011
05/11
(m)
40
Fort Worth, TX
—
792
—
1,144
—
792
1,144
1,936
120
2011
06/11
(m)
40
Plano, TX
—
1,316
—
1,349
—
1,316
1,349
2,665
142
2011
06/11
(m)
40
Pearland, TX
—
774
—
1,255
—
774
1,255
2,029
129
2011
07/11
(m)
40
Addison, TX
—
869
—
1,343
—
869
1,343
2,212
127
2012
10/11
(m)
40
Houston, TX
—
737
—
1,163
—
737
1,163
1,900
113
2012
10/11
(m)
40
Euless, TX
—
1,222
—
1,376
—
1,226
1,376
2,602
139
2011
12/11
(m)
40
Moore, OK
—
762
—
1,153
—
762
1,153
1,915
106
2012
01/12
(m)
40
Rowlett, TX
—
814
—
1,398
—
814
1,398
2,212
121
2012
02/12
(m)
40
Keller, TX
—
833
—
1,265
—
833
1,265
2,098
101
2012
06/12
(m)
40
Omaha, NE
—
1,181
—
1,676
—
1,181
1,676
2,857
124
2013
08/12
(m)
40
McKinney, TX
—
1,443
—
1,255
—
1,443
1,255
2,698
85
2013
11/12
(m)
40
Tulsa, OK
—
1,006
—
1,508
—
1,006
1,508
2,514
102
2013
12/12
(m)
40
Broken Arrow, OK
—
1,267
1,285
—
—
1,267
1,285
2,552
76
2013
04/13
40
Oklahoma City, OK
—
1,217
—
1,312
—
1,217
1,312
2,529
67
2013
06/13
(m)
40
Oklahoma City, OK
—
988
—
1,268
—
988
1,268
2,256
70
2013
06/13
(m)
40
Owasso, OK
—
641
—
1,313
—
641
1,313
1,954
64
2014
09/13
(m)
40
Longview, TX
—
1,020
—
1,488
—
1,020
1,488
2,508
54
2014
02/14
(m)
40
Georgetown, TX
—
1,101
—
1,830
—
1,101
1,830
2,931
59
2014
05/14
(m)
40
Rallys:
Toledo, OH
—
126
320
—
—
126
320
446
194
1989
07/92
39
RBC Bank:
Altamonte Springs, FL
—
1,316
2,014
—
—
1,316
2,014
3,330
324
2007
05/10
35
Regal Theatre:
Bolingbrook, IL
—
2,937
3,032
1,500
—
2,937
4,532
7,469
917
1994
09/07
30
Reliable Life Insurance:
St. Louis, MO
—
1,519
10,074
1,466
—
1,519
11,540
13,059
2,925
1975
05/04
40
Rent-A-Center:
Cohoes, NY
—
64
348
242
—
64
590
654
112
1994
09/04
40
See accompanying report of independent registered public accounting firm.
F-47
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Rite Aid:
Douglasville, GA
—
413
995
—
—
413
995
1,408
496
1996
01/96
40
Conyers, GA
—
575
999
—
—
575
999
1,574
463
1997
06/97
40
Riverdale, GA
—
1,089
1,707
—
—
1,089
1,707
2,796
770
1997
12/97
40
Warner Robins, GA
—
707
—
1,227
—
707
1,227
1,934
520
1999
03/98
(g)
40
Mobile, AL (n)
—
1,137
1,694
—
—
1,137
1,694
2,831
595
2000
12/01
40
Orange Beach, AL
—
1,410
1,996
—
—
1,410
1,996
3,406
701
2000
12/01
40
Norfolk, VA
—
2,742
1,797
—
—
2,742
1,797
4,539
623
2001
02/02
40
Thorndale, PA
—
2,261
2,472
—
—
2,261
2,472
4,733
857
2001
02/02
40
West Mifflin, PA
—
1,402
2,044
—
—
1,402
2,044
3,446
709
1999
02/02
40
Albany, NY
—
25
867
—
—
25
867
892
245
1994
09/04
40
Saratoga Springs, NY
—
762
591
39
—
771
621
1,392
171
1993
09/04
(o)
40
Monticello, NY
—
664
769
—
—
664
769
1,433
207
1996
03/05
40
Clinton Twp, MI
—
977
1,664
—
—
977
1,664
2,641
99
1998
03/14
30
Dowagiac, MI
—
409
1,609
—
—
409
1,609
2,018
96
1998
03/14
30
Durham, NC
—
1,553
2,621
—
—
1,553
2,621
4,174
25
1999
09/15
30
Rite Care Pharmacy:
Dallas, TX
—
2,407
2,299
320
—
2,407
2,618
5,025
621
1971
06/05
40
RNR Wheels / RNR Tire Express:
Anderson, SC (n)
—
140
815
—
—
140
815
955
34
1996
07/14
35
Road Ranger:
Springfield, IL
—
705
1,500
—
—
705
1,500
2,205
358
1997
06/06
40
Belvidere, IL
—
1,098
1,256
1,257
—
1,098
2,513
3,611
439
1997
06/06
40
Brazil, IN
—
2,199
907
—
—
2,199
907
3,106
216
1990
06/06
40
Cherry Valley, IL
—
1,409
1,897
—
—
1,409
1,897
3,306
453
1991
06/06
40
Cottage Grove, WI
—
2,175
1,733
—
—
2,175
1,733
3,908
413
1990
06/06
40
Decatur, IL
—
815
1,314
—
—
815
1,314
2,129
314
2002
06/06
40
Dekalb, IL
—
747
1,658
—
—
747
1,658
2,405
395
2000
06/06
40
Elk Run Heights, IA
—
1,538
2,470
—
—
1,538
2,470
4,008
589
1989
06/06
40
Lake Station, IN
—
3,172
1,112
—
—
3,172
1,112
4,284
265
1987
06/06
40
Mendota, IL
—
1,218
3,295
—
—
1,218
3,295
4,513
552
1996
06/06
40
Oakdale, WI
—
1,844
1,663
—
—
1,844
1,663
3,507
397
1998
06/06
40
Rockford, IL
—
623
1,331
7
—
596
803
1,399
192
2000
06/06
40
Rockford, IL
—
1,094
1,662
—
—
1,093
1,662
2,755
396
1996
06/06
40
Springfield, IL
—
1,795
1,863
—
—
2,211
1,863
4,074
511
1978
06/06
40
Champaign, IL
—
3,241
2,008
—
—
3,241
2,008
5,249
445
2006
02/07
40
DeKalb, IL
—
505
1,503
—
—
505
1,503
2,008
333
2004
02/07
40
Fenton, MO
—
2,584
2,622
—
—
2,584
2,622
5,206
582
2007
02/07
40
Hampshire, IL
—
1,307
1,501
1,629
—
1,307
3,130
4,437
667
1988
02/07
(f)
40
Princeton, IL (n)
—
1,141
3,066
—
—
1,141
3,066
4,207
680
2003
02/07
40
South Beloit, IL
—
3,824
2,309
—
—
3,824
2,309
6,133
512
2002
02/07
40
Cedar Rapids, IA
—
1,025
984
—
—
1,025
984
2,009
216
1990
03/07
40
Marion, IA
—
737
1,071
—
—
737
1,071
1,808
235
1974
03/07
40
Okawville, IL
—
1,530
1,147
1,034
—
1,536
2,181
3,717
333
1997
08/07
40
Dubuque, IA
—
561
1,941
—
—
561
1,941
2,502
402
2000
09/07
40
Belvidere, IL
—
521
1,053
—
—
521
1,053
1,574
214
2008
09/07
(f)
40
South Beloit, IL
—
1,182
1,324
—
—
1,182
1,324
2,506
269
2008
09/07
(f)
40
Chicago, IL
—
1,350
6,450
—
—
1,350
6,450
7,800
892
1970
07/12
25
Bensenville, IL
—
842
3,164
—
—
842
3,164
4,006
84
2002
03/15
30
Loves Park, IL
—
911
2,283
—
—
911
2,283
3,194
52
2010
03/15
35
Robbins Diamonds:
Newark, DE
—
636
1,273
29
—
629
1,302
1,931
674
1994
12/94
40
Ross Dress for Less:
Coral Gables, FL
—
1,782
1,661
19
—
1,782
1,680
3,462
777
1994
06/96
38
Lodi, CA
—
614
1,415
—
—
614
1,415
2,029
432
1984
03/99
40
Rue 21:
Lapeer, MI
—
126
645
—
—
126
629
755
132
2007
10/05
40
Sally Beauty Supply:
Lapeer, MI
—
33
167
—
—
33
163
196
34
2007
10/05
40
Salons by JC:
Buford, GA
—
539
1,421
373
—
539
1,798
2,337
407
2003
07/04
(g)
40
Saltgrass Steakhouse:
Beaumont, TX
—
558
—
2,336
—
901
1,819
2,720
226
1975
09/10
(o)
30
San Antonio, TX
—
1,280
—
853
—
1,280
853
2,133
88
2011
08/11
(m)
40
Cypress, TX
—
1,071
—
1,886
—
1,071
1,886
2,957
163
2012
03/12
(m)
40
Midland, TX
—
837
2,073
—
—
837
2,073
2,910
151
1998
01/13
35
Port Arthur, TX
—
890
—
2,049
—
890
2,049
2,939
100
2014
08/13
(m)
40
McAllen, TX
—
1,390
—
1,148
—
1,393
1,146
2,539
53
2007
12/13
(o)
35
College Station, TX
—
934
—
2,076
—
934
2,076
3,010
67
2014
04/14
(m)
40
Lewisville, TX
—
1,268
—
2,456
—
1,268
2,456
3,724
5
2015
11/14
(m)
40
Waco, TX
—
730
—
2,321
—
730
2,321
3,051
17
2015
12/14
(m)
40
Odessa, TX
—
1,000
—
2,300
—
1,000
2,300
3,300
2
2015
01/15
(m)
40
Lubbock, TX
—
1,025
—
—
—
1,025
(e)
1,025
(e)
(e)
10/15
(m)
(e)
Savers Thrift Superstore:
Fairview Heights, IL
—
1,258
2,623
246
—
1,258
2,869
4,127
688
1980
10/05
(g)
40
Sawyer Jax:
Tacoma, WA
—
527
795
44
—
527
839
1,366
279
1981
12/01
40
Schlotzsky's Deli:
Phoenix, AZ
—
706
315
—
—
706
315
1,021
111
1995
12/01
40
Scottsdale, AZ
—
717
311
—
—
717
311
1,028
109
1995
12/01
40
Season's 52:
Schaumburg, IL
—
2,065
1,311
—
—
2,065
(i)
2,065
(i)
(i)
12/01
(i)
Select Comfort:
Tucson, AZ
—
906
—
1,271
—
906
1,271
2,177
28
2015
11/14
(m)
40
Shek's Chinese Express:
Eden Prairie, MN
—
65
261
—
—
65
261
326
89
1997
12/01
40
Shell:
Glendale, AZ
—
1,817
2,415
126
—
1,817
2,541
4,358
565
2001
05/08
40
Peoria, AZ
—
860
1,117
114
—
860
1,231
2,091
379
1987
05/08
30
Shop-a-Snak:
Bessemer, AL
—
564
742
—
—
564
742
1,306
179
2002
05/06
40
Chelsea, AL
—
391
628
—
—
391
628
1,019
151
1981
05/06
40
Jasper, AL (n)
—
551
747
—
—
551
747
1,298
180
1998
05/06
40
Birmingham, AL
—
361
744
—
—
361
744
1,105
179
1989
05/06
40
Birmingham, AL
—
446
672
—
—
446
672
1,118
162
1989
05/06
40
Birmingham, AL
—
439
704
—
—
439
704
1,143
169
1989
05/06
40
Homewood, AL
—
468
657
—
—
468
657
1,125
158
1990
05/06
40
Hoover, AL
—
713
865
—
—
713
865
1,578
208
1998
05/06
40
Hoover, AL
—
490
769
—
—
490
769
1,259
185
1992
05/06
40
Hoover, AL
—
764
1,157
—
—
663
1,157
1,820
278
2005
05/06
40
Trussville, AL
—
272
542
—
—
272
542
814
130
1992
05/06
40
Tuscaloosa, AL
—
386
733
—
—
386
733
1,119
176
1991
05/06
40
Tuscaloosa, AL
—
525
463
—
—
525
463
988
111
1991
05/06
40
Tuscaloosa, AL
—
432
559
—
—
432
559
991
135
1991
05/06
40
Shopko:
Riverdale, UT
—
2,294
5,396
—
—
2,294
5,396
7,690
189
1991
02/15
25
Spanish Fork, UT
—
1,526
4,458
—
—
1,526
4,458
5,984
156
1991
02/15
25
Spokane, WA
—
2,270
7,975
—
—
2,270
7,975
10,245
279
1986
02/15
25
West Bend, WI
—
1,435
7,654
—
—
1,435
7,654
9,089
268
1987
02/15
25
Sonic Automotive:
Charlotte, NC
—
3,619
4,854
—
—
3,619
4,854
8,473
1,047
1996
05/07
40
Sparkling Image:
Bakersfield, CA
—
3,664
3,709
11
—
3,664
3,721
7,385
827
1994
03/08
35
Bakersfield, CA
—
3,363
3,288
—
—
3,363
3,288
6,651
641
2002
03/08
40
Bakersfield, CA
—
3,346
6,016
—
—
3,346
6,016
9,362
1,336
1998
03/08
35
Bakersfield, CA
—
2,564
4,465
2,178
—
2,564
6,643
9,207
1,559
1988
03/08
30
Bakersfield, CA
—
2,798
5,260
22
—
1,781
284
2,065
266
1997
03/08
35
Bakersfield, CA
—
2,043
3,520
40
—
2,043
719
2,762
305
1988
03/08
30
San Fernando, CA
—
6,630
2,706
47
—
6,630
2,753
9,383
717
1988
03/08
30
Ventura, CA
—
5,590
4,431
94
—
5,590
4,526
10,116
878
2001
03/08
40
Ventura, CA
—
6,253
4,560
207
—
6,253
4,767
11,020
1,050
1994
03/08
35
Spec's Liquor and Fine Foods:
Corpus Christi, TX
—
768
841
601
—
768
1,442
2,210
613
1967
11/93
40
Coffee City, TX
—
1,330
3,858
—
—
1,330
3,858
5,188
1,049
1996
02/05
40
Speedy Cash:
Knoxville, TN
—
324
779
—
—
324
779
1,103
16
2014
04/15
35
Spencer’s Air Conditioning & Appliance:
Glendale, AZ
—
342
982
—
—
342
982
1,324
404
1999
12/98
(g)
40
Sports Authority:
Tampa, FL
—
2,128
1,522
—
—
2,128
1,522
3,650
742
1994
06/96
40
Sarasota, FL
—
1,428
1,703
—
—
1,428
1,703
3,131
507
1988
09/97
40
Memphis, TN
—
820
—
2,598
—
820
2,598
3,418
1,112
1998
12/97
(g)
40
Woodbridge, NJ (n)
—
3,750
5,983
—
—
3,750
5,983
9,733
1,938
1994
01/03
40
Sprint PCS:
Lewisville, TX
—
555
—
43
—
598
(e)
598
(e)
(e)
12/01
(m)
(e)
Staples:
Memphis, TN
—
931
2,210
—
—
931
2,210
3,141
118
2011
02/14
35
Starplex Theatre:
Southington, CT
—
1,346
—
4,263
—
1,346
4,263
5,609
218
1993
05/14
(o)
30
Steak N Shake:
Munhall, PA
—
688
727
—
—
688
727
1,415
42
2002
07/14
25
South Bend, IN
—
447
1,238
—
—
447
1,238
1,685
60
2004
07/14
30
Sterling Collision:
Lombard, IL
—
622
1,714
—
—
622
1,714
2,336
209
1997
12/12
25
Stone Mountain Chevrolet:
Lilburn, GA
—
3,027
4,685
—
—
3,027
4,685
7,712
1,332
2004
08/04
40
Stop N Go:
Grand Prairie, TX
—
421
685
—
—
421
685
1,106
240
1986
12/01
40
Stripes:
Laredo, TX
—
841
739
—
—
841
739
1,580
185
2001
12/05
40
Brownsville, TX
—
1,182
1,105
—
—
1,182
1,105
2,287
277
2000
12/05
40
Brownsville, TX
—
933
699
—
—
933
699
1,632
175
1999
12/05
40
Brownsville, TX
—
2,417
1,828
—
—
2,417
1,828
4,245
459
2000
12/05
40
Brownsville, TX
—
1,279
1,015
—
—
1,279
1,015
2,294
255
1990
12/05
40
Brownsville, TX
—
2,915
1,800
—
—
2,915
1,800
4,715
452
2000
12/05
40
Brownsville, TX
—
1,843
1,419
—
—
1,843
1,419
3,262
356
2000
12/05
40
Brownsville, TX
—
1,015
1,308
—
—
1,015
1,308
2,323
328
2003
12/05
40
Brownsville, TX
—
2,530
1,125
—
—
2,530
1,125
3,655
282
1990
12/05
40
Brownsville, TX
—
1,392
1,444
—
—
1,392
1,444
2,836
362
2005
12/05
40
Brownsville, TX
—
1,039
1,145
—
—
1,039
1,145
2,184
287
2004
12/05
40
Brownsville, TX
—
2,033
1,288
—
—
2,033
1,288
3,321
323
1995
12/05
40
Corpus Christi, TX
—
1,385
1,419
—
—
1,385
1,419
2,804
356
1982
12/05
40
Corpus Christi, TX
—
1,400
1,531
—
—
1,400
1,531
2,931
384
1984
12/05
40
Corpus Christi, TX
—
703
1,037
—
—
703
1,037
1,740
260
1986
12/05
40
Corpus Christi, TX
—
1,308
2,151
—
—
1,308
2,151
3,459
540
1995
12/05
40
Corpus Christi, TX
—
853
1,416
—
—
853
1,416
2,269
356
2005
12/05
40
Donna, TX
—
1,004
1,127
—
—
1,004
1,127
2,131
283
1995
12/05
40
Edinburg, TX
—
970
1,286
—
—
970
1,286
2,256
323
2003
12/05
40
Edinburg, TX
—
1,317
1,624
—
—
1,317
1,624
2,941
408
1999
12/05
40
Falfurias, TX
—
4,244
4,458
—
—
4,213
4,458
8,671
1,119
2002
12/05
40
Freer, TX
—
1,151
1,158
—
—
1,151
1,158
2,309
291
1984
12/05
40
See accompanying report of independent registered public accounting firm.
F-48
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
George West, TX
—
1,243
695
—
—
1,243
695
1,938
174
1996
12/05
40
Harlingen, TX
—
755
601
—
—
755
601
1,356
151
1987
12/05
40
Harlingen, TX
—
754
1,152
—
—
754
1,152
1,906
289
1999
12/05
40
Harlingen, TX
—
906
953
—
—
906
953
1,859
239
1991
12/05
40
La Feria, TX
—
900
1,347
—
—
900
1,347
2,247
338
1988
12/05
40
Laredo, TX
—
675
533
—
—
675
533
1,208
134
1993
12/05
40
Laredo, TX
—
736
670
—
—
736
670
1,406
168
1984
12/05
40
Laredo, TX
—
459
460
—
—
459
460
919
115
1983
12/05
40
Laredo, TX
—
1,553
1,775
—
—
1,553
1,775
3,328
446
2000
12/05
40
Laredo, TX
—
1,495
1,400
—
—
1,495
1,400
2,895
352
1993
12/05
40
Lawton, OK
—
697
964
—
—
649
964
1,613
242
1984
12/05
40
Los Indios, TX
—
1,387
1,457
—
—
1,387
1,457
2,844
366
2005
12/05
40
McAllen, TX
—
987
893
—
—
987
893
1,880
224
1999
12/05
40
McAllen, TX
—
975
1,030
—
—
975
1,030
2,005
259
2003
12/05
40
Mission, TX
—
1,125
1,213
—
—
1,125
1,213
2,338
305
2003
12/05
40
Mission, TX
—
880
1,101
—
—
880
1,101
1,981
276
1999
12/05
40
Olmito, TX
—
3,688
2,880
—
—
3,688
2,880
6,568
723
2002
12/05
40
Pharr, TX
—
784
805
—
—
784
805
1,589
202
2000
12/05
40
Pharr, TX
—
982
1,178
—
—
982
1,178
2,160
296
1988
12/05
40
Pharr, TX
—
2,426
1,881
—
—
2,426
1,881
4,307
472
2003
12/05
40
Port Isabel, TX
—
2,062
1,299
—
—
2,062
1,299
3,361
326
1994
12/05
40
Portland, TX
—
656
915
—
—
656
915
1,571
230
1983
12/05
40
Progreso, TX
—
1,769
1,811
—
—
1,769
1,811
3,580
455
1999
12/05
40
Riviera, TX
—
2,351
2,158
—
—
2,351
2,158
4,509
542
2005
12/05
40
San Benito, TX
—
1,103
1,586
—
—
1,103
1,586
2,689
398
2005
12/05
40
San Benito, TX
—
791
1,857
—
—
791
1,857
2,648
466
1994
12/05
40
San Juan, TX
—
1,124
1,172
—
—
1,124
1,172
2,296
294
1996
12/05
40
San Juan, TX
—
1,424
1,546
—
—
1,424
1,546
2,970
388
2004
12/05
40
South Padre Island, TX
—
1,367
1,389
—
—
1,367
1,389
2,756
349
1988
12/05
40
Wichita Falls, TX
—
440
751
—
—
440
751
1,191
189
1984
12/05
40
Wichita Falls, TX
—
484
828
—
—
484
828
1,312
208
1983
12/05
40
Wichita Falls, TX
—
905
1,351
—
—
905
1,351
2,256
339
2000
12/05
40
Palmview, TX
—
835
1,372
—
—
835
1,372
2,207
316
2005
10/06
40
Harlingen, TX
—
638
1,807
—
—
638
1,807
2,445
408
2006
12/06
40
See accompanying report of independent registered public accounting firm.
F-49
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Rio Grande City, TX
—
1,871
1,612
—
—
1,871
1,612
3,483
364
2006
12/06
40
San Juan, TX
—
816
1,434
—
—
816
1,434
2,250
324
2006
12/06
40
Zapata, TX
—
1,333
1,773
—
—
1,333
1,773
3,106
401
2006
12/06
40
Orange Grove, TX
—
1,767
1,838
—
—
1,767
1,838
3,605
400
2007
04/07
40
Harlingen, TX
—
408
826
—
—
408
826
1,234
224
1982
11/07
30
Laredo, TX
—
448
734
—
—
448
734
1,182
199
1981
11/07
30
Laredo, TX
—
468
728
—
—
468
728
1,196
197
1973
11/07
30
Laredo, TX
—
584
958
—
—
584
958
1,542
260
1981
11/07
30
Laredo, TX
—
348
1,168
—
—
348
1,168
1,516
316
1983
11/07
30
Laredo, TX
—
698
1,169
—
—
698
1,169
1,867
316
1981
11/07
30
San Benito, TX
—
420
1,135
—
—
420
1,135
1,555
307
1985
11/07
30
Del Rio, TX
—
1,565
758
—
—
1,565
758
2,323
154
1996
11/07
40
Kerrville, TX
—
640
1,616
—
—
640
1,616
2,256
328
1996
11/07
40
Monahans, TX
—
2,628
2,973
—
—
2,628
2,973
5,601
604
1996
11/07
40
Odessa, TX
—
2,633
3,199
—
—
2,633
3,199
5,832
650
2006
11/07
40
San Angelo, TX
—
194
471
—
—
194
471
665
96
1998
11/07
40
Pharr, TX
—
573
1,229
—
—
573
1,229
1,802
247
2000
12/07
40
Harlingen, TX
—
277
808
—
—
277
808
1,085
214
1983
01/08
30
Harlingen, TX
—
329
935
—
—
329
935
1,264
248
1980
01/08
30
Laredo, TX
—
325
816
—
—
325
816
1,141
216
1983
01/08
30
McAllen, TX
—
643
1,776
—
—
643
1,776
2,419
471
1980
01/08
30
Port Isabel, TX
—
299
855
—
—
299
855
1,154
227
1983
01/08
30
Brownsville, TX
—
843
1,429
—
—
843
1,429
2,272
272
2007
05/08
40
Edinburg, TX
—
834
1,787
—
—
834
1,787
2,621
341
2007
05/08
40
La Villa, TX
—
710
2,166
—
—
710
2,166
2,876
413
2007
05/08
40
Laredo, TX
—
1,183
1,934
—
—
1,183
1,934
3,117
369
2007
05/08
40
Laredo, TX
—
879
1,593
—
—
879
1,593
2,472
304
2007
05/08
40
McAllen, TX
—
1,270
2,383
—
—
1,270
2,383
3,653
606
1986
05/08
30
Houston, TX (n)
—
696
1,458
—
—
696
1,458
2,154
257
2008
12/08
40
Lubbock, TX
—
671
1,612
—
—
671
1,612
2,283
284
2007
12/08
40
Studio Nail and Spa:
Cohoes, NY
—
27
145
59
—
27
204
231
50
1994
09/04
40
See accompanying report of independent registered public accounting firm.
F-50
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Subway:
Eden Prairie, MN
—
54
150
67
—
54
218
272
75
1997
12/01
40
Albany, NY
—
3
67
—
—
3
67
70
19
1992
09/04
40
Cohoes, NY
—
21
116
8
—
21
123
144
37
1994
09/04
40
Sullivan's Steakhouse:
Lincolnshire, IL
—
862
1,574
—
—
862
1,574
2,436
249
1999
01/12
25
Sunbelt Rentals:
Dayton, OH
—
391
1,223
—
—
391
1,223
1,614
130
2008
04/12
35
Shepherdsville, KY
—
516
1,577
—
—
516
1,577
2,093
167
2009
04/12
35
Sunoco:
Arnold, MD
—
417
581
—
—
417
581
998
52
1993
04/13
30
Baltimore, MD
—
455
2,122
—
—
455
2,122
2,577
230
1980
04/13
25
Baltimore, MD
—
523
2,809
—
—
523
2,809
3,332
304
1982
04/13
25
Baltimore, MD
—
271
1,482
—
—
271
1,482
1,753
161
1968
04/13
25
Baltimore, MD
—
620
1,279
—
—
620
1,279
1,899
115
1989
04/13
30
Baltimore, MD
—
310
1,686
—
—
310
1,686
1,996
130
2004
04/13
35
Baltimore, MD
—
542
2,054
—
—
542
2,054
2,596
185
1998
04/13
30
Baltimore, MD
—
368
1,647
—
—
368
1,647
2,015
149
1996
04/13
30
Bel Air, MD
—
1,376
620
—
—
1,376
620
1,996
56
1994
04/13
30
Bethesda, MD
—
1,414
1,347
—
—
1,414
1,347
2,761
146
1971
04/13
25
Centreville, VA
—
1,753
697
—
—
1,753
697
2,450
63
1994
04/13
30
Chantilly, VA
—
1,472
1,831
—
—
1,472
1,831
3,303
198
1966
04/13
25
Dale City, VA
—
639
2,461
—
—
639
2,461
3,100
222
1992
04/13
30
Dumfries, VA
—
387
2,364
—
—
387
2,364
2,751
213
1999
04/13
30
Edgewood, MD
—
823
2,073
—
—
823
2,073
2,896
225
1985
04/13
25
Frederick, MD
—
940
1,860
—
—
940
1,860
2,800
168
1996
04/13
30
Gaithersburg, MD
—
1,027
2,073
—
—
1,027
2,073
3,100
225
1982
04/13
25
Glen Burnie, MD
—
804
1,647
—
—
804
1,647
2,451
149
1994
04/13
30
Herndon, VA
—
707
1,792
—
—
707
1,792
2,499
162
1989
04/13
30
Joppa, MD
—
862
174
—
—
862
174
1,036
19
1987
04/13
25
Manassas, VA
—
1,230
1,521
—
—
1,230
1,521
2,751
137
1991
04/13
30
Manassas, VA
—
746
1,434
—
—
746
1,434
2,180
129
1993
04/13
30
See accompanying report of independent registered public accounting firm.
F-51
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Odenton, MD
—
668
2,780
—
—
668
2,780
3,448
251
2000
04/13
30
Owings Mills, MD
—
1,337
911
—
—
1,337
911
2,248
82
1994
04/13
30
Parkton, MD
—
397
2,151
—
—
397
2,151
2,548
194
1993
04/13
30
Pasadena, MD
—
407
1,492
—
—
407
1,492
1,899
135
1989
04/13
30
Pasadena, MD
—
591
2,509
—
—
591
2,509
3,100
227
1997
04/13
30
Perryville, MD
—
601
3,778
—
—
601
3,778
4,379
341
1990
04/13
30
Randallstown, MD
—
746
1,715
—
—
746
1,715
2,461
155
1995
04/13
30
Reisterstown, MD
—
649
2,354
—
—
649
2,354
3,003
213
1995
04/13
30
Rockville, MD
—
1,996
2,054
—
—
1,996
2,054
4,050
222
1971
04/13
25
Severn, MD
—
765
3,139
—
—
765
3,139
3,904
283
1987
04/13
30
Sterling, VA
—
1,356
1,095
—
—
1,356
1,095
2,451
99
1997
04/13
30
Sterling, VA
—
1,540
2,461
—
—
1,540
2,461
4,001
222
1998
04/13
30
Timonium, MD
—
1,356
1,598
—
—
1,356
1,598
2,954
173
1981
04/13
25
Towson, MD
—
630
2,771
—
—
630
2,771
3,401
300
1988
04/13
25
Warrenton, VA
—
1,802
2,703
—
—
1,802
2,703
4,505
244
1994
04/13
30
Woodbridge, VA
—
678
2,664
—
—
678
2,664
3,342
289
1988
04/13
25
Sunshine Energy:
Kansas City, MO
—
517
720
—
—
517
720
1,237
186
1993
07/09
25
Neosho, MO
—
352
775
—
—
352
754
1,106
189
1992
07/09
18
SunTrust:
Albany, GA
—
287
890
—
—
287
890
1,177
151
1990
06/13
15
Alexandria, VA
—
2,735
732
—
—
2,735
732
3,467
124
1969
06/13
15
Alpharetta, GA
—
1,625
1,366
—
—
1,625
1,366
2,991
174
1991
06/13
20
Alpharetta, GA
—
1,056
1,425
—
—
1,056
1,425
2,481
121
2005
06/13
30
Arlington, VA
—
1,998
638
—
—
1,998
638
2,636
81
1993
06/13
20
Atlanta, GA
—
2,130
1,623
—
—
2,130
1,623
3,753
206
1976
06/13
20
Atlanta, GA
—
296
748
—
—
296
748
1,044
127
1964
06/13
15
Augusta, GA
—
865
872
—
—
865
872
1,737
222
1972
06/13
10
Augusta, GA
—
472
443
—
—
472
443
915
225
1970
06/13
5
Augusta, GA
—
352
397
—
—
352
397
749
202
1949
06/13
5
Avon Park, FL
—
360
1,564
—
—
360
1,564
1,924
133
1983
06/13
30
Bartow, FL
—
218
769
—
—
218
769
987
78
1980
06/13
25
See accompanying report of independent registered public accounting firm.
F-52
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Beaverdam, VA
—
230
309
—
—
230
309
539
157
1964
06/13
5
Belleview, FL
—
226
1,085
—
—
226
1,085
1,311
92
1979
06/13
30
Beverly Hills, FL
—
376
1,414
—
—
376
1,414
1,790
120
1989
06/13
30
Black Mountain, NC
—
780
655
—
—
780
655
1,435
333
1943
06/13
5
Bladensburg, MD
—
1,528
1,538
—
—
1,528
1,538
3,066
130
1946
06/13
30
Boca Raton, FL
—
1,663
654
—
—
1,663
654
2,317
166
1977
06/13
10
Bradenton, FL
—
437
1,251
—
—
429
1,251
1,680
106
1980
06/13
30
Brunswick, GA
—
158
2,169
—
—
158
2,169
2,327
1,103
1957
06/13
5
Butner, NC
—
344
606
—
—
344
606
950
77
1957
06/13
20
Cape Coral, FL
—
1,065
1,032
—
—
1,065
1,032
2,097
131
1980
06/13
20
Cary, NC
—
616
826
—
—
616
826
1,442
105
1987
06/13
20
Chapel Hill, NC
—
323
541
—
—
323
541
864
92
1963
06/13
15
Chattanooga, TN
—
308
652
—
—
308
652
960
331
1972
06/13
5
Chattanooga, TN
—
336
341
—
—
336
341
677
173
1974
06/13
5
Chattanooga, TN
—
496
824
—
—
496
824
1,320
419
1948
06/13
5
Chattanooga, TN
—
260
374
—
—
260
374
634
190
1981
06/13
5
Chestertown, MD
—
856
290
—
—
856
290
1,146
148
1974
06/13
5
Clearwater, FL
—
433
530
—
—
433
530
963
90
1983
06/13
15
Conyers, GA
—
366
501
—
—
366
501
867
127
1986
06/13
10
Crystal River, FL
—
430
2,971
—
—
430
2,971
3,401
216
1983
06/13
35
Daytona Beach Shores, FL
—
318
720
—
—
318
720
1,038
73
1982
06/13
25
Deland, FL
—
270
1,296
—
—
270
1,296
1,566
110
1993
06/13
30
Denton, NC
—
472
783
—
—
472
783
1,255
133
1969
06/13
15
Doral, FL
—
1,912
1,100
—
—
1,912
1,100
3,012
140
1988
06/13
20
Douglas, GA
—
354
168
—
—
354
168
522
85
1972
06/13
5
Duluth, GA
—
851
845
—
—
851
845
1,696
107
1992
06/13
20
Edgewater, FL
—
419
1,417
—
—
419
1,417
1,836
120
1986
06/13
30
Erwin, NC
—
380
89
—
—
380
89
469
45
1955
06/13
5
Flagler Beach, FL
—
366
1,313
—
—
366
1,313
1,679
95
1993
06/13
35
Fort Myers, FL
—
543
758
—
—
543
758
1,301
77
1986
06/13
25
Fort Myers, FL
—
814
684
—
—
814
684
1,498
116
1986
06/13
15
Franklin, VA
—
103
911
—
—
103
911
1,014
154
1967
06/13
15
Gainesville, GA
—
406
1,830
—
—
406
1,830
2,236
930
1966
06/13
5
Greenacres City, FL
—
1,395
1,533
—
—
1,395
1,533
2,928
130
1988
06/13
30
See accompanying report of independent registered public accounting firm.
F-53
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Greensboro, NC
—
516
394
—
—
516
394
910
200
1980
06/13
5
Gulf Breeze, FL
—
1,021
1,382
—
—
1,021
1,382
2,403
351
1960
06/13
10
Haines City, FL
—
405
1,241
—
—
405
1,241
1,646
105
1989
06/13
30
Hallandale Beach, FL
—
1,735
2,343
—
—
1,735
2,343
4,078
298
1971
06/13
20
Harrisonburg, VA
—
245
438
—
—
245
438
683
222
1968
06/13
5
Hialeah, FL
—
2,578
1,149
—
—
2,578
1,149
3,727
292
1978
06/13
10
Holly Hill, FL
—
509
699
—
—
509
699
1,208
355
1963
06/13
5
Homosassa, FL
—
344
825
—
—
344
825
1,169
84
1985
06/13
25
Hudson, NC
—
220
207
—
—
220
207
427
26
1994
06/13
20
Huntersville, NC
—
177
830
—
—
177
830
1,007
84
1998
06/13
25
Inverness, FL
—
471
755
—
—
471
755
1,226
128
1984
06/13
15
Jacksonville, FL
—
938
926
—
—
938
926
1,864
118
1979
06/13
20
Jacksonville, FL
—
674
821
—
—
674
821
1,495
83
1987
06/13
25
Jonesboro, GA
—
591
1,185
—
—
591
1,185
1,776
602
1965
06/13
5
Jonesborough, TN
—
95
285
—
—
95
285
380
145
1974
06/13
5
Jupiter, FL
—
1,035
1,327
—
—
1,035
1,327
2,362
96
1998
06/13
35
Kannapolis, NC
—
850
834
—
—
850
834
1,684
424
1906
06/13
5
Kernersville, NC
—
284
708
—
—
284
708
992
120
1990
06/13
15
Lady Lake, FL
—
388
1,537
—
—
388
1,537
1,925
130
1996
06/13
30
Lady Lake, FL
—
340
1,355
—
—
340
1,355
1,695
115
1996
06/13
30
Lake City, TN
—
326
514
—
—
326
514
840
261
1958
06/13
5
Lake Placid, FL
—
289
1,402
—
—
289
1,402
1,691
119
1988
06/13
30
Largo, FL
—
258
643
—
—
258
643
901
82
1979
06/13
20
Lawrenceburg, TN
—
205
413
—
—
205
413
618
210
1975
06/13
5
Lawrenceville, GA
—
657
1,764
—
—
657
1,764
2,421
448
1985
06/13
10
Lightfoot, VA
—
177
512
—
—
177
512
689
130
1973
06/13
10
Lynn Haven, FL
—
797
865
—
—
797
865
1,662
220
1974
06/13
10
Macon, GA
—
207
392
—
—
207
392
599
66
1980
06/13
15
Madison Heights, VA
—
215
379
—
—
215
379
594
192
1973
06/13
5
Manassas, VA
—
1,765
1,714
—
—
1,765
1,714
3,479
218
1967
06/13
20
Marietta, GA
—
617
714
—
—
617
714
1,331
181
1974
06/13
10
Mechanicsville, VA
—
343
493
—
—
343
493
836
250
1965
06/13
5
Mocksville, NC
—
189
434
—
—
189
434
623
220
1967
06/13
5
Monroe, NC
—
586
353
—
—
586
353
939
180
1981
06/13
5
See accompanying report of independent registered public accounting firm.
F-54
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Murfreesboro, TN
—
276
554
—
—
276
554
830
94
1989
06/13
15
N Miami Beach, FL
—
915
497
—
—
915
497
1,412
84
1986
06/13
15
Nashville, TN
—
679
394
—
—
679
394
1,073
200
1949
06/13
5
Nashville, TN
—
438
1,295
—
—
438
1,295
1,733
110
1994
06/13
30
Nashville, TN
—
627
639
—
—
627
639
1,266
162
1972
06/13
10
New Port Richey, FL
—
463
1,178
—
—
463
1,178
1,641
120
1998
06/13
25
Norcross, GA
—
789
663
—
—
789
663
1,452
112
1986
06/13
15
Norwood, NC
—
519
410
—
—
519
410
929
208
1946
06/13
5
Orlando, FL
—
637
1,415
—
—
637
1,415
2,052
144
1999
06/13
25
Orlando, FL
—
801
1,135
—
—
801
1,135
1,936
144
1993
06/13
20
Palm Harbor, FL
—
836
1,139
—
—
836
1,139
1,975
145
1984
06/13
20
Palm Harbor, FL
—
532
384
—
—
532
384
916
98
1983
06/13
10
Punta Gorda, FL (n)
—
1,483
1,330
—
—
1,483
1,330
2,813
169
1972
06/13
20
Radford, VA
—
221
326
—
—
221
326
547
165
1964
06/13
5
Raleigh, NC
—
798
1,286
—
—
798
1,286
2,084
163
1974
06/13
20
Richmond, VA
—
283
245
—
—
283
245
528
124
1973
06/13
5
Richmond, VA
—
398
673
—
—
398
673
1,071
342
1972
06/13
5
Richmond, VA
—
263
563
—
—
263
563
826
143
1981
06/13
10
Roanoke, VA
—
264
256
—
—
264
256
520
130
1973
06/13
5
Roanoke, VA
—
103
360
—
—
103
360
463
92
1957
06/13
10
Roxboro, NC
—
452
918
—
—
452
918
1,370
156
1983
06/13
15
Sebastian, FL
—
438
856
—
—
438
856
1,294
109
1987
06/13
20
Sebring, FL
—
326
920
—
—
326
920
1,246
94
1985
06/13
25
South Boston, VA
—
221
1,441
—
—
221
1,441
1,662
183
1975
06/13
20
Spartanburg, SC
—
435
372
—
—
435
372
807
95
1921
06/13
10
Spotsylvania, VA
—
1,398
1,158
—
—
1,398
1,158
2,556
84
1964
06/13
35
Spring Hill, FL
—
460
1,102
—
—
460
1,102
1,562
560
1973
06/13
5
Spring Hill, FL
—
631
1,950
—
—
631
1,950
2,581
165
1988
06/13
30
St. Petersburg, FL
—
207
1,150
—
—
207
1,150
1,357
97
1974
06/13
30
Stuart, FL (n)
—
1,143
2,570
—
—
1,143
2,570
3,713
218
1985
06/13
30
Sun City Center, FL (n)
—
568
3,671
—
—
568
3,671
4,239
267
1971
06/13
35
Tamarac, FL
—
966
1,115
—
—
966
1,115
2,081
283
1972
06/13
10
Tucker, GA
—
395
1,208
—
—
395
1,208
1,603
153
1971
06/13
20
Valrico, FL
—
178
870
—
—
178
870
1,048
74
1981
06/13
30
See accompanying report of independent registered public accounting firm.
F-55
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Virginia Beach, VA
—
326
366
—
—
326
366
692
93
1985
06/13
10
Warner Robins, GA
—
905
1,276
—
—
905
1,276
2,181
324
1973
06/13
10
Washington, DC
—
2,095
945
—
—
2,095
945
3,040
80
1950
06/13
30
Wildwood, FL
—
308
953
—
—
308
953
1,261
97
1978
06/13
25
Youngsville, NC
—
237
165
—
—
237
165
402
84
1946
06/13
5
Zephyrhills, FL
—
267
1,301
—
—
267
1,301
1,568
110
1984
06/13
30
Zephyrhills, FL
—
345
3,112
—
—
345
3,112
3,457
527
1972
06/13
15
Superior Petroleum:
Midway, PA
—
311
708
—
—
311
708
1,019
235
1990
01/06
30
Supervalu:
Huntington, WV
—
1,254
761
—
—
1,254
761
2,015
359
1971
02/97
40
Maple Heights, OH
—
1,035
2,874
—
—
1,035
2,874
3,909
1,356
1985
02/97
40
Susser HQ:
Corpus Christi, TX
—
630
3,131
—
—
630
3,131
3,761
1,315
1982
03/99
40
Swansea Quick Cash:
Swansea, IL
—
46
132
—
—
46
132
178
70
1997
12/01
40
Sweet Berries Cafe:
Sherman, TX
—
233
126
24
—
233
150
383
67
1969
09/06
20
Taco Bell:
Ocala, FL
—
275
755
—
—
275
755
1,030
265
2001
12/01
40
Phoenix, AZ
—
594
283
—
—
594
283
877
99
1995
12/01
40
Bedford, IN
—
797
937
—
—
797
937
1,734
225
1989
05/06
40
Columbus, IN
—
1,257
2,055
—
—
1,257
2,055
3,312
494
1990
05/06
40
Columbus, IN
—
690
1,213
—
—
690
1,213
1,903
292
2005
05/06
40
Evansville, IN
—
308
1,301
—
—
308
1,301
1,609
313
2000
05/06
40
Evansville, IN
—
221
828
—
—
221
828
1,049
199
2003
05/06
40
Evansville, IN
—
524
1,815
—
—
524
1,815
2,339
437
2005
05/06
40
Fishers, IN
—
990
486
—
—
990
486
1,476
117
1998
05/06
40
Greensburg, IN
—
648
1,079
—
—
648
1,079
1,727
260
1998
05/06
40
Indianapolis, IN
—
1,032
1,650
—
—
1,032
1,650
2,682
397
2004
05/06
40
Indianapolis, IN
—
547
703
—
—
547
703
1,250
169
2004
05/06
40
Madisonville, KY
—
682
1,193
—
—
682
1,193
1,875
287
1999
05/06
40
Ownesboro, KY
—
639
1,326
—
—
639
1,326
1,965
319
2005
05/06
40
Shelbyville, IN
—
670
1,756
—
—
670
1,756
2,426
423
1998
05/06
40
Speedway, IN
—
408
1,426
—
—
408
1,426
1,834
343
2003
05/06
40
Terre Haute, IN
—
1,037
1,656
—
—
1,037
1,656
2,693
398
2003
05/06
40
Terre Haute, IN
—
1,314
2,249
—
—
1,314
2,249
3,563
541
2003
05/06
40
Vincennes, IN
—
502
880
—
—
502
880
1,382
212
2004
05/06
40
Hialeah, FL
—
432
—
—
—
432
(e)
432
(e)
(e)
09/06
(e)
Anderson, SC
—
176
436
—
—
176
436
612
73
2000
12/10
30
Anderson, SC
—
273
820
—
—
273
820
1,093
165
1989
12/10
25
Asheville, NC
—
408
732
—
—
408
732
1,140
148
1992
12/10
25
Asheville, NC
—
252
483
—
—
252
483
735
97
1993
12/10
25
Black Mountain, NC
—
149
313
—
—
149
313
462
63
1992
12/10
25
Blue Ridge, GA
—
276
553
—
—
276
553
829
112
1992
12/10
25
Cedartown, GA
—
353
890
—
—
353
890
1,243
180
1990
12/10
25
Duncan, SC
—
280
483
—
—
280
483
763
81
1999
12/10
30
Easley, SC (n)
—
444
818
—
—
444
818
1,262
165
1991
12/10
25
Fort Payne, AL
—
362
533
—
—
362
533
895
107
1989
12/10
25
Franklin, NC
—
472
687
—
—
472
687
1,159
139
1992
12/10
25
Gaffney, SC
—
388
940
—
—
388
940
1,328
158
1998
12/10
30
Greenville, SC
—
414
810
—
—
414
810
1,224
136
1995
12/10
30
Greenville, SC
—
169
330
—
—
169
330
499
67
1990
12/10
25
Hendersonville, NC
—
569
1,163
—
—
569
1,163
1,732
235
1988
12/10
25
Inman, SC
—
223
502
—
—
223
502
725
84
1999
12/10
30
Lavonia, GA
—
122
359
—
—
122
359
481
60
1999
12/10
30
Madison, AL
—
498
886
—
—
498
886
1,384
179
1985
12/10
25
Oneonta, AL
—
362
881
—
—
362
881
1,243
178
1992
12/10
25
Piedmont, SC
—
249
702
—
—
249
702
951
118
2000
12/10
30
Pisgah Forest, NC
—
260
672
—
—
260
672
932
113
1998
12/10
30
Rainsville, AL
—
411
1,077
—
—
411
1,077
1,488
181
1998
12/10
30
Seneca, SC
—
304
807
—
—
304
807
1,111
163
1993
12/10
25
Simpsonville, SC
—
635
1,022
—
—
635
1,022
1,657
206
1991
12/10
25
Spartanburg, SC
—
239
496
—
—
239
496
735
83
1992
12/10
30
Spartanburg, SC
—
492
949
—
—
492
949
1,441
160
1993
12/10
30
Sylva, NC
—
580
786
—
—
580
786
1,366
132
1994
12/10
30
Toccoa, GA
—
201
600
—
—
201
600
801
101
1993
12/10
30
Anderson, IN
—
313
1,338
—
—
313
1,338
1,651
116
2008
12/12
35
Bloomington, IN
—
275
1,026
—
—
275
1,026
1,301
125
1988
12/12
25
Bloomington, IN
—
332
1,234
—
—
332
1,234
1,566
107
2009
12/12
35
Carmel, IN
—
360
1,546
—
—
360
1,546
1,906
157
1994
12/12
30
Daleville, IN
—
209
893
—
—
209
893
1,102
91
1995
12/12
30
Edinburgh, IN
—
313
1,338
—
—
313
1,338
1,651
116
2007
12/12
35
Evansville, IN
—
209
1,092
—
—
209
1,092
1,301
95
2008
12/12
35
Indianapolis, IN
—
351
1,452
—
—
351
1,452
1,803
147
2005
12/12
30
Indianapolis, IN
—
209
799
—
—
209
799
1,008
81
1994
12/12
30
Indianapolis, IN
—
247
931
—
—
247
931
1,178
94
1995
12/12
30
Indianapolis, IN
—
304
1,206
—
—
304
1,206
1,510
105
2010
12/12
35
Indianapolis, IN
—
285
1,225
—
—
285
1,225
1,510
106
2008
12/12
35
Indianapolis, IN
—
256
1,102
—
—
256
1,102
1,358
96
2008
12/12
35
Jasper, IN
—
200
960
—
—
200
960
1,160
97
1992
12/12
30
New Castle, IN
—
427
1,830
—
—
427
1,830
2,257
186
2006
12/12
30
Owensboro, KY
—
436
1,119
—
—
436
1,119
1,555
97
2010
12/12
35
Connersville, IN
—
136
1,280
—
—
136
1,280
1,416
105
1991
07/13
30
Linton, IN
—
155
1,203
—
—
155
1,203
1,358
99
1996
07/13
30
Owensboro, KY
—
136
1,549
—
—
136
1,549
1,685
127
1998
07/13
30
Arnold, MO
—
436
698
—
—
436
698
1,134
66
1991
08/13
25
Collinsville, IL
—
368
1,713
—
—
368
1,713
2,081
163
1993
08/13
25
East Alton, IL
—
271
1,008
—
—
271
1,008
1,279
80
1991
08/13
30
Edwardsville, IL
—
310
1,549
—
—
310
1,549
1,859
123
1987
08/13
30
Eureka, MO
—
466
466
—
—
466
466
932
44
1984
08/13
25
Granite City, IL
—
707
852
—
—
707
852
1,559
58
2006
08/13
35
Hazelwood, MO
—
513
1,470
—
—
513
1,470
1,983
116
1991
08/13
30
Maryland Heights, MO
—
407
862
—
—
407
862
1,269
68
1991
08/13
30
O'Fallon, MO
—
580
1,403
—
—
580
1,403
1,983
95
2003
08/13
35
O'Fallon, MO
—
445
1,770
—
—
445
1,770
2,215
140
1985
08/13
30
See accompanying report of independent registered public accounting firm.
F-56
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
St. Charles, MO
—
581
872
—
—
581
872
1,453
69
2000
08/13
30
St. Louis, MO
—
252
785
—
—
252
785
1,037
62
1990
08/13
30
St. Louis, MO
—
465
1,171
—
—
465
1,171
1,636
79
2009
08/13
35
St. Louis, MO
—
252
1,047
—
—
252
1,047
1,299
99
1981
08/13
25
Taco Bueno:
Moore, OK
—
624
507
—
—
624
507
1,131
9
2015
01/15
40
Mansfield, TX
—
808
—
508
—
808
508
1,316
4
2015
06/15
(m)
40
Taco Cabana:
Austin, TX
—
561
1,227
—
—
561
1,227
1,788
31
1994
02/15
35
Houston, TX
—
1,070
978
—
—
1,070
978
2,048
34
1998
02/15
25
Houston, TX
—
590
1,284
—
—
590
1,284
1,874
37
1987
02/15
30
Houston, TX
—
667
852
—
—
667
852
1,519
25
2000
02/15
30
San Antonio, TX
—
492
1,283
—
—
492
1,283
1,775
32
1995
02/15
35
Tapestry Solutions:
St. Louis, MO
—
556
3,688
—
—
925
3,688
4,613
1,071
1975
05/04
(g)
40
Texas Roadhouse:
Grand Junction, CO
—
584
920
—
—
584
920
1,504
323
1997
12/01
40
Thornton, CO
—
599
1,019
—
—
599
1,019
1,618
358
1998
12/01
40
Palm Bay, FL
—
1,035
1,512
—
—
1,035
1,512
2,547
229
2004
06/11
30
TGI Friday's:
Corpus Christi, TX
—
1,210
1,532
—
—
1,157
1,532
2,689
538
1995
12/01
40
The Beach:
Mason, OH
—
1,707
1,303
—
—
1,707
1,303
3,010
145
1985
03/13
25
The Containter Store:
Plano, TX
—
1,758
5,115
—
—
1,758
5,115
6,873
384
2009
05/13
35
See accompanying report of independent registered public accounting firm.
F-57
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
The Snooty Fox:
Cincinnati, OH
—
282
521
403
—
543
662
1,205
204
1998
12/01
40
The Tile Shop:
Scarsdale, NY
—
4,509
2,454
352
—
4,509
2,807
7,316
748
1996
09/97
40
Buford, GA
—
1,267
2,406
25
—
1,267
2,430
3,697
693
2003
07/04
40
Third Federal Savings:
Parma, OH
—
370
238
1,100
—
370
1,338
1,708
518
1977
09/06
20
This Is Wings of Wingdom:
Montgomery, AL
—
1,418
1,140
—
—
1,418
1,044
2,462
373
1999
12/01
40
Tile Outlets of America:
Sarasota, FL
—
1,168
1,904
735
—
1,170
2,639
3,809
690
1988
09/97
40
TitleMax:
Geneva, IL
—
473
436
—
—
484
375
859
136
1996
12/01
40
Mobile, AL
—
491
498
—
—
491
498
989
175
1997
12/01
40
Dallas, TX
—
1,554
1,229
46
—
1,554
1,275
2,829
330
1982
06/05
40
Aiken, SC
—
442
646
—
—
442
646
1,088
159
1989
08/08
30
Anniston, AL
—
160
453
—
—
160
453
613
84
2008
08/08
40
Berkeley, MO
—
237
282
—
—
237
282
519
104
1961
08/08
20
Cheraw, SC
—
88
330
—
—
88
330
418
97
1976
08/08
25
Columbia, SC
—
212
319
—
—
212
319
531
78
1987
08/08
30
Dalton, GA
—
178
347
—
—
178
347
525
102
1972
08/08
25
Darlington, SC
—
47
267
—
—
47
267
314
79
1973
08/08
25
Fairfield, AL
—
133
178
—
—
133
178
311
52
1974
08/08
25
Gadsden, AL
—
250
389
—
—
250
389
639
72
2007
08/08
40
Hueytown, AL
—
135
93
—
—
135
93
228
69
1948
08/08
10
Jonesboro, GA
—
675
292
—
—
675
292
967
86
1970
08/08
25
Lawrenceville, GA
—
370
332
—
—
370
332
702
82
1986
08/08
30
Lewisburg, TN
—
70
298
—
—
70
298
368
63
1998
08/08
35
Macon, GA
—
103
290
—
—
103
290
393
107
1967
08/08
20
See accompanying report of independent registered public accounting firm.
F-58
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Marietta, GA
—
285
278
—
—
285
278
563
102
1967
08/08
20
Memphis, TN
—
226
444
—
—
226
444
670
109
1986
08/08
30
Memphis, TN
—
111
237
—
—
111
237
348
58
1981
08/08
30
Montgomery, AL
—
96
233
—
—
96
233
329
69
1970
08/08
25
Nashville, TN
—
268
276
—
—
268
276
544
81
1978
08/08
25
Nashville, TN
—
256
301
—
—
256
301
557
74
1982
08/08
30
Norcross, GA
—
599
350
—
—
599
350
949
103
1975
08/08
25
Pulaski, TN
—
109
361
—
—
109
361
470
89
1986
08/08
30
Riverdale, GA
—
877
400
—
—
877
400
1,277
118
1978
08/08
25
Snellville, GA
—
565
396
—
—
565
396
961
117
1977
08/08
25
Springfield, MO
—
220
400
—
—
220
400
620
118
1979
08/08
25
Springfield, MO
—
125
230
—
—
125
230
355
68
1979
08/08
25
St. Louis, MO
—
244
288
—
—
244
288
532
85
1971
08/08
25
St. Louis, MO
—
134
398
—
—
134
398
532
84
1993
08/08
35
Sylacauga, AL
—
94
191
—
—
94
191
285
47
1986
08/08
30
Taylors, SC
—
299
372
—
—
299
372
671
78
1999
08/08
35
Bay Minette, AL
—
51
113
—
—
51
113
164
22
1980
01/11
25
N. Richland Hills, TX
—
132
132
—
—
132
132
264
33
1976
01/11
20
Petersburg, VA
—
139
366
—
—
139
366
505
89
1979
02/11
20
Savannah, GA
—
231
361
—
—
231
361
592
87
1972
03/11
20
Fort Worth, TX
—
131
312
—
—
119
312
431
60
1985
03/11
25
Hoover, AL
—
378
546
—
—
378
546
924
105
1970
03/11
25
Eufaula, AL
—
61
360
—
—
61
360
421
63
1980
08/11
25
Kansas City, MO
—
69
129
—
—
69
129
198
28
1920
08/11
20
Arnold, MO
—
321
120
—
—
321
120
441
25
1960
10/11
20
Bristol, VA
—
199
517
—
—
199
517
716
73
2001
10/11
30
Fairview Heights, IL
—
93
185
—
—
93
185
278
31
1979
10/11
25
Florissant, MO
—
143
153
—
—
143
153
296
26
1974
10/11
25
Greenville, SC (n)
—
602
612
—
—
602
612
1,214
103
2008
10/11
25
Jonesboro, GA
—
301
683
—
—
301
683
984
82
2007
10/11
35
Olive Branch, MS
—
121
312
—
—
121
312
433
52
1978
10/11
25
Sugar Creek, MO
—
202
181
—
—
202
181
383
31
1978
10/11
25
Roanoke, VA
—
158
207
—
—
158
207
365
35
1950
08/12
20
Fredericksburg, VA
—
228
555
—
—
228
555
783
73
1989
09/12
25
See accompanying report of independent registered public accounting firm.
F-59
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Florissant, MO
—
119
288
—
—
119
288
407
35
1970
12/12
25
Savannah, GA
—
259
359
—
—
259
359
618
27
2012
05/13
35
South Boston, VA
—
163
133
—
—
163
133
296
17
1980
05/13
20
O'Fallon, MO
—
75
261
—
—
75
261
336
23
1981
11/13
25
Crest Hill, IL
—
92
323
—
—
92
323
415
13
1963
03/15
20
St. Louis, MO
—
76
237
—
—
76
237
313
9
1953
03/15
20
Tony's Tires:
Montgomery, AL
—
593
1,187
43
—
593
1,229
1,822
304
1998
08/06
40
Toys R Us:
Gastonia, NC
—
1,825
—
6,101
—
1,825
6,101
7,926
646
1998
10/11
(m)
35
Parma, OH
—
688
2,767
—
—
688
2,767
3,455
75
1980
06/15
25
Tractor Supply Co.:
Aransas Pass, TX
—
101
1,399
353
—
100
1,753
1,853
651
1983
03/99
40
Tutor Time:
Elk Grove, CA
—
1,216
2,786
9
—
1,216
2,750
3,966
451
2009
09/08
40
Twenty Seven Truck Stop:
Lake Placid, FL
—
2,532
1,157
491
—
2,532
1,648
4,180
452
1990
12/05
40
Twin Peaks:
Beaumont, TX
—
439
1,363
238
—
864
1,363
2,227
479
2000
12/01
(g)
40
Olathe, KS
—
525
731
—
—
525
731
1,256
111
2005
09/10
35
ULTA Salon, Cosmetics and Fragrance:
Florissant, MO
—
423
499
1,444
—
425
1,942
2,367
300
1996
04/03
(g)
40
Ultra Car Wash:
Mobile, AL
—
1,071
1,086
—
—
1,071
1,086
2,157
227
2005
08/07
40
Lilburn, GA
—
1,396
1,119
—
—
1,396
1,119
2,515
213
2004
05/08
40
See accompanying report of independent registered public accounting firm.
F-60
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Uni-Mart:
East Brady, PA
—
269
583
—
—
269
583
852
303
1987
08/05
20
Pleasant Gap, PA
—
332
593
—
—
332
593
925
308
1996
08/05
20
Port Vue, PA
—
824
118
—
—
824
118
942
61
1953
08/05
20
Punxsutawney, PA
—
253
542
—
—
253
542
795
281
1983
08/05
20
Shamokin, PA
—
324
506
—
—
324
506
830
263
1956
08/05
20
Shippensburg, PA
—
204
330
—
—
204
330
534
171
1989
08/05
20
Wilkes-Barre, PA
—
171
422
—
—
171
422
593
219
1999
08/05
20
Wilkes-Barre, PA
—
178
471
—
—
178
471
649
245
1989
08/05
20
Wilkes-Barre, PA
—
876
1,957
—
—
876
1,957
2,833
1,015
1998
08/05
20
Williamsport, PA
—
909
122
—
—
909
122
1,031
63
1950
08/05
20
Ashland, PA
—
355
545
—
—
355
545
900
281
1977
09/05
20
Mountaintop, PA
—
423
616
—
—
423
616
1,039
317
1987
09/05
20
Effort, PA
—
1,297
1,202
—
—
1,297
1,202
2,499
299
2000
01/06
40
McSherrystown, PA
—
135
365
—
—
135
365
500
91
1988
01/06
40
Milesburg, PA
—
134
373
—
—
134
373
507
93
1987
01/06
40
Nanticoke, PA
—
175
482
—
—
175
482
657
120
1988
01/06
40
Nuangola, PA
—
1,062
1,203
—
—
1,062
1,203
2,265
299
2000
01/06
40
Punxsutawney, PA
—
294
650
—
—
294
650
944
162
1983
01/06
40
Williamsport, PA
—
295
379
—
—
295
379
674
94
1988
01/06
40
Burnham, PA
—
265
510
—
—
340
435
775
206
1978
07/06
20
United Rentals:
Carrollton, TX
—
478
535
—
—
478
535
1,013
148
1981
12/04
40
Cedar Park, TX (n)
—
535
829
—
—
535
829
1,364
229
1990
12/04
40
Clearwater, FL (n)
—
1,173
1,811
—
—
1,173
1,811
2,984
500
2001
12/04
40
Fort Collins, CO (n)
—
2,057
978
—
—
2,057
978
3,035
270
1975
12/04
40
Irving, TX
—
708
911
—
—
708
911
1,619
251
1984
12/04
40
La Porte, TX
—
1,115
2,125
—
—
1,115
2,125
3,240
587
2000
12/04
40
Littleton, CO
—
1,743
1,944
—
—
1,743
1,944
3,687
537
2002
12/04
40
Oklahoma City, OK
—
744
1,265
—
—
744
1,265
2,009
349
1997
12/04
40
Perrysberg, OH (n)
—
642
1,119
—
—
642
1,119
1,761
309
1979
12/04
40
Plano, TX
—
1,030
1,148
—
—
1,030
1,148
2,178
317
1996
12/04
40
Temple, TX (n)
—
1,160
1,360
—
—
1,160
1,360
2,520
376
1998
12/04
40
See accompanying report of independent registered public accounting firm.
F-61
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Fort Worth, TX
—
510
1,128
—
—
510
1,128
1,638
309
1997
01/05
40
Fort Worth, TX
—
1,428
—
—
—
1,428
(i)
1,428
(i)
(i)
01/05
(i)
Melbourne, FL
—
747
607
—
—
747
607
1,354
161
1970
05/05
40
University of Phoenix:
Glen Allen, VA
—
2,177
2,600
670
—
2,177
3,270
5,447
1,405
1995
06/95
40
Vacant Land:
Indianapolis, IN
—
640
—
—
—
700
(e)
700
(e)
(e)
12/01
(e)
Southfield, MI
—
405
644
—
—
459
(e)
459
(e)
(e)
12/01
(e)
Bonita Springs, FL
—
112
—
—
—
25
(e)
25
(e)
(e)
09/06
(e)
Lancaster, OH
—
1,035
—
—
—
218
(e)
218
(e)
(e)
01/08
(e)
Bakersfield, CA
—
3,303
3,845
—
—
1,826
(e)
1,826
(e)
(e)
03/08
(e)
Vacant Property:
Orlando, FL
—
820
2,441
40
—
820
2,481
3,301
1,326
1992
05/93
40
Corpus Christi, TX
—
125
137
195
—
125
332
457
126
1967
11/93
40
Altamonte Springs, FL
—
1,690
3,050
—
—
1,690
3,050
4,740
1,516
1995
01/96
40
Arlington, TX
—
435
2,300
334
—
435
2,634
3,069
1,197
1996
06/96
38
Kenosha, WI
—
1,918
3,431
—
—
1,918
3,431
5,349
1,614
1992
02/97
40
Copperas Cove, TX
—
204
432
171
—
204
603
807
248
1972
11/98
40
Beaumont, TX
—
1,424
2,449
—
—
1,424
2,449
3,873
1,028
1992
03/99
40
Houston, TX
—
2,311
1,628
270
—
2,583
1,628
4,211
683
1976
03/99
(g)
40
Alpharetta, GA
—
3,033
1,642
—
—
3,033
1,642
4,675
576
1999
12/01
40
Burton, MI
—
620
707
—
—
620
707
1,327
248
1997
12/01
40
Hammond, LA
—
248
814
62
—
248
627
875
232
1997
12/01
40
Kennedale, TX
—
400
692
—
—
391
692
1,083
243
1985
12/01
40
Mesa, AZ
—
153
400
—
—
153
400
553
141
1997
12/01
40
Swansea, IL
—
46
133
57
—
46
190
236
28
1997
12/01
(g)
40
Tucson, AZ
—
827
305
18
—
845
305
1,150
122
1974
12/01
40
Woodstock, GA
—
1,937
1,285
—
—
1,297
277
1,574
277
1997
05/03
40
Hudson Falls, NY
—
57
780
39
—
57
819
876
229
1990
09/04
40
Fort Worth, TX
—
2,505
2,138
—
—
2,505
2,138
4,643
581
1988
02/05
40
Wichita, KS
—
118
454
—
—
113
454
567
159
1989
06/05
30
See accompanying report of independent registered public accounting firm.
F-62
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Dallas, PA
—
214
345
—
—
214
345
559
179
1995
08/05
20
Abbottstown, PA
—
55
200
—
—
55
200
255
50
2000
01/06
40
Carlisle, PA
—
87
103
—
—
87
103
190
25
1988
01/06
40
Hughesville, PA
—
290
566
—
—
290
566
856
141
1977
01/06
40
Tucson, AZ
—
996
—
2,742
—
996
2,742
3,738
568
2007
12/06
(m)
40
Fort Collins, CO
—
390
895
—
—
390
895
1,285
145
1995
02/11
30
Value City Furniture:
White Marsh, MD
—
3,762
—
3,006
—
3,762
3,006
6,768
1,337
1998
10/97
(g)
40
VCA Animal Hospital:
Mission, KS
—
891
3,758
—
—
852
3,758
4,610
475
2000
03/12
30
Verizon Wireless:
Anderson, SC (n)
—
38
—
—
—
38
—
38
(e)
(i)
07/14
(e)
Bristol, VA
—
175
512
—
—
175
512
687
30
2000
07/14
25
Virginia College:
Knoxville, TN
—
1,500
5,571
—
—
1,500
5,571
7,071
611
1996
09/12
30
Vitamin Shoppe, The:
Cincinnati, OH
—
297
443
385
—
312
813
1,125
256
1999
06/98
40
Walgreens:
Sunrise, FL
—
1,958
1,401
—
—
1,958
1,401
3,359
442
1994
05/03
40
Tulsa, OK
—
1,193
3,056
—
—
1,193
3,056
4,249
805
2003
06/05
40
Boise, ID
—
792
1,875
—
—
792
1,875
2,667
362
2000
03/10
30
Nampa, ID
—
1,062
2,253
—
—
1,062
2,253
3,315
435
2000
03/10
30
Pueblo, CO
—
899
3,313
—
—
899
3,313
4,212
446
2000
12/11
30
Rapid City, SD
—
1,387
2,957
—
—
1,387
2,957
4,344
334
2000
01/12
35
Hamilton, OH
—
731
2,879
—
—
731
2,879
3,610
380
2000
01/12
30
Waterford Nails & Spa:
Orlando, FL
10
(h)
40
111
—
—
40
111
151
33
2001
02/04
40
See accompanying report of independent registered public accounting firm.
F-63
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Wawa:
Clearwater, FL
—
1,184
2,526
44
—
1,476
(i)
1,476
(i)
(i)
05/93
(i)
Wehrenberg Theater:
Cedar Rapids, IA
—
1,567
8,433
—
—
1,567
8,433
10,000
940
2011
07/11
40
Wendy's:
Sacramento, CA
—
586
—
—
—
586
(i)
586
(i)
(i)
02/98
(i)
New Kensington, PA
—
501
333
—
—
501
333
834
117
1980
12/01
40
Orland Park, IL
—
562
556
—
—
562
377
939
134
1995
12/01
40
Boerne, TX
—
456
679
—
—
456
679
1,135
83
1986
12/12
25
Brownsburg, IN
—
242
1,483
—
—
242
1,483
1,725
180
1984
12/12
25
Converse, TX
—
301
554
—
—
301
554
855
48
2007
12/12
35
Everett, WA
—
339
1,018
—
—
339
1,018
1,357
103
2000
12/12
30
Everett, WA
—
486
437
—
—
486
437
923
53
1979
12/12
25
Fishers, IN
—
544
514
—
—
544
514
1,058
52
2000
12/12
30
Fishers, IN
—
766
717
—
—
766
717
1,483
73
1990
12/12
30
Henderson, NV
—
398
1,028
—
—
398
1,028
1,426
104
1991
12/12
30
Henderson, NV
—
370
311
—
—
370
311
681
38
1988
12/12
25
Indianapolis, IN
—
417
1,318
—
—
417
1,318
1,735
134
1991
12/12
30
Indianapolis, IN
—
252
1,454
—
—
252
1,454
1,706
147
1999
12/12
30
Indianapolis, IN
—
271
1,221
—
—
271
1,221
1,492
149
1974
12/12
25
Indianapolis, IN
—
320
1,086
—
—
320
1,086
1,406
110
1993
12/12
30
Indianapolis, IN
—
281
1,018
—
—
281
1,018
1,299
103
1996
12/12
30
Indianapolis, IN
—
87
1,009
—
—
87
1,009
1,096
123
1973
12/12
25
Indianapolis, IN
—
320
602
—
—
320
602
922
61
1998
12/12
30
Indianapolis, IN
—
213
1,444
—
—
213
1,444
1,657
125
2003
12/12
35
Las Vegas, NV
—
368
1,095
—
—
368
1,095
1,463
111
1999
12/12
30
Las Vegas, NV
—
475
1,202
—
—
475
1,202
1,677
146
1986
12/12
25
Las Vegas, NV
—
368
1,018
—
—
368
1,018
1,386
103
2001
12/12
30
Las Vegas, NV
—
360
253
—
—
360
253
613
31
1980
12/12
25
Las Vegas, NV
—
475
1,182
—
—
475
1,182
1,657
120
1996
12/12
30
Las Vegas, NV
—
533
1,424
—
—
533
1,424
1,957
144
2001
12/12
30
See accompanying report of independent registered public accounting firm.
F-64
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Lynnwood, WA
—
571
1,695
—
—
571
1,695
2,266
206
1978
12/12
25
N. Las Vegas, NV
—
310
1,463
—
—
310
1,463
1,773
127
2001
12/12
35
Noblesville, IN
—
582
979
—
—
582
979
1,561
99
1998
12/12
30
Port Orchard, WA
—
784
1,540
—
—
784
1,540
2,324
156
1996
12/12
30
Poulsbo, WA
—
620
901
—
—
620
901
1,521
69
2012
12/12
40
San Antonio, TX
—
688
727
—
—
688
727
1,415
74
1993
12/12
30
San Antonio, TX
—
242
1,067
—
—
242
1,067
1,309
130
1977
12/12
25
San Antonio, TX
—
931
223
—
—
931
223
1,154
23
1993
12/12
30
San Antonio, TX
—
553
892
—
—
303
892
1,195
109
1986
12/12
25
San Antonio, TX
—
370
272
—
—
370
272
642
28
1993
12/12
30
Lexington Park, MD
—
327
773
—
—
327
773
1,100
38
1982
07/14
30
Alcoa, TN
—
587
547
—
—
587
547
1,134
24
1977
02/15
20
Lincoln Park, MI
—
326
435
—
—
326
435
761
15
1988
02/15
25
North Canton, OH
—
121
852
—
—
121
852
973
25
1986
02/15
30
Roanoke, VA
—
172
672
—
—
172
672
844
29
1983
02/15
20
What the Hair Beauty Supply:
Conyers, GA
—
320
556
29
—
320
585
905
259
1997
06/97
40
Whataburger:
Albuquerque, NM
—
624
419
—
—
624
419
1,043
147
1995
12/01
40
San Antonio, TX
—
275
801
—
—
275
801
1,076
20
1988
02/15
35
Wherehouse Music:
Homewood, AL
—
1,032
697
—
—
1,032
697
1,729
245
1997
12/01
40
Independence, MO
—
503
1,209
—
—
503
1,209
1,712
304
1994
12/05
40
Winn-Dixie:
Columbus, GA
—
1,023
1,875
—
—
1,023
1,875
2,898
584
1984
07/03
40
Wireless Wizard:
Ridgeland, MS
—
436
523
133
—
436
656
1,092
151
1997
08/06
40
See accompanying report of independent registered public accounting firm.
F-65
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Your Choice:
Hazleton, PA
—
670
377
—
—
670
377
1,047
196
1974
08/05
20
Montoursville, PA
—
158
415
13
—
158
428
586
105
1988
01/06
40
Ziebart:
Maplewood, MN
—
308
311
—
—
308
311
619
85
1990
02/05
40
Middleburg Heights, OH
—
199
148
—
—
199
148
347
40
1961
02/05
40
Leasehold Interests:
Lima, OH
—
1,290
—
—
—
1,290
(e)
1,290
1,265
(e)
08/01
(e)
$
24,097
$
1,916,575
$
3,288,081
$
649,634
$
1,923,872
$
3,891,235
$
5,815,108
$
620,188
See accompanying report of independent registered public accounting firm.
F-66
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Direct Financing Leases:
CVS:
Lafayette, LA
$
—
$
—
$
949
$
—
$
—
$
—
(c)
(c)
(c)
1995
01/96
(c)
Oklahoma City, OK
—
(l)
1,365
—
—
(l)
(c)
(c)
(c)
1997
06/97
(c)
Oklahoma City, OK
—
(l)
1,419
—
—
(l)
(c)
(c)
(c)
1997
06/97
(c)
Denny's:
Stockton, CA
—
940
509
—
—
(d)
(d)
(d)
(d)
1982
09/06
(d)
Food 4 Less:
Chula Vista, CA
—
—
4,266
—
—
—
(c)
(c)
(c)
1995
11/98
(c)
Jared Jewelers:
Toledo, OH
—
(l)
1,458
—
—
(l)
(c)
(c)
(c)
1998
12/01
(c)
Lewisville, TX
—
(l)
1,503
—
—
(l)
(c)
(c)
(c)
1998
12/01
(c)
Glendale, AZ
—
(l)
1,599
—
—
(l)
(c)
(c)
(c)
1998
12/01
(c)
Kash n' Karry:
Valrico, FL
—
1,235
3,255
—
—
(d)
(d)
(d)
(d)
1997
06/02
(d)
Rite Aid:
Kennett Square, PA
—
(l)
—
1,984
—
(l)
(c)
(c)
(c)
2000
12/00
(c)
Arlington, VA
—
(l)
3,201
—
—
(l)
(c)
(c)
(c)
2000
02/02
(c)
Sunshine Energy:
Altamont, KS
—
124
142
—
—
(d)
(d)
(d)
(d)
1979
07/09
(d)
SUBTOTAL
$
—
$
2,299
$
19,666
$
1,984
$
—
$
—
$
—
$
—
$
—
See accompanying report of independent registered public accounting firm.
F-67
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Sale the Company has Invested in:
BJ's Wholesale Club:
Attleboro, MA
$
—
$
4,988
$
26,364
$
—
$
—
$
4,987
$
26,364
$
31,351
$
3,771
1993
09/11
30
CarQuest:
Portland, ME
—
123
264
—
—
123
264
387
86
1951
02/11
15
Chipotle:
Hadley, MA
—
45
—
—
—
497
—
497
(e)
(e)
02/08
—
Fuel-On:
Hazleton, PA
—
2,529
728
—
—
2,529
512
3,041
377
2001
08/05
20
Taco Bell:
Ormond Beach, FL
—
632
526
—
—
632
526
1,158
185
2001
12/01
40
Vacant Land:
Rockwall, TX
—
900
$
—
—
—
545
—
545
(e)
(e)
02/06
—
Hadley, MA
—
2,824
$
—
—
—
106
—
106
(e)
(e)
02/08
—
SUBTOTAL
$
—
$
12,041
$
27,882
$
—
$
—
$
9,419
$
27,666
$
37,085
$
4,419
See accompanying report of independent registered public accounting firm.
F-68
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2015
(dollars in thousands)
(a)
Transactions in real estate and accumulated depreciation during
2015
,
2014
, and
2013
are summarized as follows:
2015
2014
2013
Land, buildings, and leasehold interests:
Balance at the beginning of year
$
5,236,251
$
4,686,844
$
4,145,368
Acquisitions, completed construction and tenant improvements
717,899
601,168
602,836
Disposition of land, buildings, and leasehold interests
(36,633
)
(50,938
)
(57,254
)
Provision for loss on impairment of real estate
(3,970
)
(823
)
(4,106
)
Balance at the close of year
$
5,913,547
$
5,236,251
$
4,686,844
Accumulated depreciation and amortization:
Balance at the beginning of year
$
513,175
$
418,136
$
333,778
Disposition of land, buildings, and leasehold interests
(7,377
)
(9,153
)
(6,778
)
Depreciation and amortization expense
118,809
104,192
91,136
Balance at the close of year
$
624,607
$
513,175
$
418,136
As of
December 31, 2015
,
2014
, and
2013
, the detailed real estate schedule excludes work in progress of
$61,354
,
$28,908
and
$60,720
, respectively, which is included in the above reconciliation.
(b)
As of
December 31, 2015
, the leases are treated as either operating or financing leases for federal income tax purposes. As of
December 31, 2015
, the aggregate cost of the properties owned by NNN that are under operating leases were
$5,801,797
and financing leases were
$2,703
.
(c)
For financial reporting purposes, the portion of the lease relating to the building has been recorded as a direct financing lease; therefore, depreciation is not applicable.
(d)
For financial reporting purposes, the lease for the land and building has been recorded as a direct financing lease; therefore, depreciation is not applicable.
(e)
NNN owns only the land for this property.
(f)
Date acquired represents acquisition date of land. Pursuant to lease agreement, NNN purchased the buildings from the tenants upon completion of construction, generally within 12 months from the acquisition of the land.
(g)
Date acquired represents acquisition date of land. NNN developed the buildings, generally completing construction within 12 months from the acquisition date of the land.
(h)
Property is encumbered as a part of NNN's
$6,952
long-term, fixed rate mortgage and security agreement.
(i)
NNN owns only the land for this property, which is subject to a ground lease between NNN and the tenant. The tenant funded the improvements on the property.
(j)
The land is subject to a ground lease between NNN and an unrelated third party. Pursuant to the lease agreement, NNN funds the tenant’s construction draws, final funding occurs generally within 12 months from the execution of the ground lease.
(k)
NNN owns only the building for this property, which is encumbered by a fixed rate mortgage and security agreement.
(l)
NNN owns only the building for this property. The land is subject to a ground lease between NNN and an unrelated third party.
(m)
Date acquired represents acquisition date of land. Pursuant to lease agreement, NNN funds the tenant’s construction draws, final funding occurs generally within 12 months from the acquisition of the land.
See accompanying report of independent registered public accounting firm.
F-69
(n)
The tenant of this property has subleased the property. The tenant continues to be responsible for complying with all the terms of the lease agreement and is continuing to pay rent on this property to NNN.
(o)
Date acquired represents acquisition date of land and building. Pursuant to lease agreement, NNN funds additional tenant construction draws. Final funding generally occurs within 12 months from acquisition.
(p)
Property is encumbered as a part of NNN's
$15,151
long-term, fixed rate mortgage and security agreement, net of premium.
(q)
Building improvements are pending completion which is anticipated to occur within six months. Depreciation will commence upon completion.
(r)
As of
December 31, 2015
, this property has been classified as held for sale. Accumulated depreciation and amortization were recorded prior to this reclassification.
See accompanying report of independent registered public accounting firm.
F-70
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 2015
(dollars in thousands)
Description
Interest
Rate
Maturity
Date
Periodic
Payment
Terms
Prior
Liens
Face
Amount
of Mortgages
Carrying
Amount of
Mortgages (e)
Principal
Amount
of Loans Subject
to Delinquent
Principal or
Interest
First mortgages on properties:
Paramus, NJ
9.000
%
2/1/2022
(b)
—
$
6,000
$
3,338
$
—
Marlow Heights, MD
7.000
%
5/14/2016
(c)
—
750
750
—
4 properties in FL and GA
6.250
%
6/30/2015
(d)
—
5,500
4,073
—
Corpus Christi, TX
4.500
%
3/1/2018
(c)
—
500
500
—
$
12,750
$
8,661
(a)
$
—
(a)
The following shows the changes in the carrying amounts of mortgage loans during the years:
2015
2014
2013
Balance at beginning of year
$
10,930
$
14,430
$
17,482
New mortgage loans
500
(f)
7,307
(f)
3,547
(f)
Deductions during the year:
Collections of principal
(2,319
)
(10,807
)
(6,599
)
Cost of mortgages sold
(450
)
—
—
Balance at the close of year
$
8,661
$
10,930
$
14,430
(b)
Principal and interest is payable at level amounts over the life of the loan.
(c)
Interest only payments are due monthly. Principal is due at maturity.
(d)
Interest only payments are due monthly. Periodic principal payments are due over the course of the loan based on specific terms outlined in the loan agreement, with the remaining principal balance due at maturity.
(e)
Mortgages held by NNN and its subsidiaries for federal income tax purposes for the years ended December 31, 2015, 2014 and 2013 were
$8,661
,
$10,930
, and
$14,430
, respectively.
(f)
Mortgages totaling
$500
,
$7,307
, and
$3,547
, were accepted in connection with real estate transactions for the year ended December 31, 2015, 2014 and 2013, respectively.
See accompanying report of independent registered public accounting firm.