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Watchlist
Account
NNN REIT
NNN
#2370
Rank
$7.87 B
Marketcap
๐บ๐ธ
United States
Country
$41.45
Share price
-0.53%
Change (1 day)
8.94%
Change (1 year)
๐ Real estate
๐ฐ Investment
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NNN REIT
Annual Reports (10-K)
Financial Year 2017
NNN REIT - 10-K annual report 2017
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, 2017
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
5.700% Series E Preferred Stock, $0.01 par value
5.200% Series F 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.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
¨
No
x
The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30,
2017
was $5,781,786,000.
The number of shares of common stock outstanding as of January 31,
2018
was 153,578,881.
.
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 2018 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
67
Item 9A.
Controls and Procedures
67
Item 9B.
Other Information
68
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
69
Item 11.
Executive Compensation
69
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
69
Item 13.
Certain Relationships and Related Transactions, and Director Independence
69
Item 14.
Principal Accountant Fees and Services
69
Part IV
Item 15.
Exhibits and Financial Statement Schedules
70
Signatures
75
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.” At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries.
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 are primarily real estate assets. 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
2,764
Properties with an aggregate gross leasable area of approximately
29,093,000
square feet, located in
48
states, with a weighted average remaining lease term of
11.5
years as of
December 31, 2017
. Approximately
99
percent of the Properties were leased as of
December 31, 2017
.
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 31, 2018
, NNN employed
66
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." National Retail Properties, Inc. has two series of preferred shares outstanding which are traded on the NYSE in the form of depositary shares: 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”), are traded on the NYSE under the ticker symbol "NNNPRE" and the depositary shares, each representing a 1/100
th
of a share of 5.200%
1
Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), are traded on the NYSE under the symbol "NNNPRF."
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 10 to 20 years.
NNN holds each real estate asset 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, factors NNN may consider may include but are not limited to 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 industry performance compared to NNN.
The operating strategies employed by NNN have allowed NNN to increase the annual dividend (paid quarterly) per common share for
28
consecutive years. NNN is one of only three publicly traded REITs to increase its annual dividend per common share for
28
or more consecutive years.
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 such 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,
•
the local real estate market conditions, including potential for growth, market rents, and existing or potential competing properties or retailers,
•
the size, age and title status of the property,
•
the quality of construction and design and the current physical condition of the property,
•
the potential for, and current extent of, any environmental problems,
•
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 Property Portfolio,
•
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 lease,
•
the rent to be paid by the tenant, and
2
•
any existing indebtedness encumbering the property which may be assumed 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.
Investments in Real Estate Mortgages 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 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, proceeds from 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 advances from its
$900,000,000
unsecured revolving credit facility ("Credit Facility"). As of
December 31, 2017
,
$120,500,000
was outstanding and
$779,500,000
was available for future borrowings under the Credit Facility, excluding undrawn letters of credit totaling
$230,000
.
As of
December 31, 2017
, NNN’s ratio of total debt to total gross assets (before accumulated depreciation and amortization) was approximately
35
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
27
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, 2017
, NNN owned
2,764
Properties with an aggregate gross leasable area of approximately
29,093,000
square feet, located in
48
states, with a weighted average remaining lease term of
11.5
years. Approximately
99
percent of total Properties were leased as of
December 31, 2017
.
The following table summarizes the Property Portfolio at
December 31, 2017
(in thousands):
Size
(1)
Total Dollars Invested
(2)
High
Low
Average
High
Low
Average
Land
3,733
2
102
$
8,882
$
5
$
846
Building
142
1
11
45,286
19
1,846
(1)
Approximate square feet.
(2)
Costs vary depending upon size, improvements, local market conditions and other factors.
3
As of
December 31, 2017
, NNN has committed to fund construction commitments on
27
Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, at
December 31, 2017
, are outlined in the table below (dollars in thousands):
Total commitment
(1)
$
129,925
Amount funded
67,719
Remaining commitment
62,206
(1)
Includes land, construction costs, tenant improvements, lease costs, and capitalized interest.
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 significantly. Generally, the Property leases provide for initial terms of 10 to 20 years. As of
December 31, 2017
, the weighted average remaining lease term of the Property Portfolio was approximately
11.5
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, repair, replacement and operation of the property, including utilities, property taxes and insurance. NNN's leases provide for annual base rental payments (generally payable in monthly installments) ranging from $6,000 to $3,714,000 (average of $215,000), and generally provide for increases in rent as a result of (i) increases in the Consumer Price Index ("CPI"), (ii) fixed increases, 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, 2017
:
% of
Annual
Base
Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
% of
Annual
Base
Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
2018
2.0%
61
787,000
2024
2.2%
50
833,000
2019
2.7%
75
1,081,000
2025
4.7%
128
1,123,000
2020
3.5%
127
1,559,000
2026
5.6%
184
1,854,000
2021
4.1%
121
1,320,000
2027
8.7%
197
2,766,000
2022
6.4%
125
1,697,000
Thereafter
57.5%
1,566
14,540,000
2023
2.6%
99
1,143,000
(1)
Based on annualized base rent for all leases in place as of
December 31, 2017
.
(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
2017
2016
2015
1.
Convenience stores
18.1%
16.9%
16.7%
2.
Restaurants - full service
12.1%
11.8%
11.0%
3.
Restaurants - limited service
7.6%
7.5%
7.2%
4.
Automotive service
6.9%
6.6%
7.0%
5.
Family entertainment centers
6.4%
5.8%
5.6%
6.
Health and fitness
5.6%
5.7%
3.8%
7.
Theaters
4.8%
4.9%
5.2%
8.
Automotive parts
3.6%
3.9%
4.2%
9.
Recreational vehicle dealers, parts and accessories
3.4%
3.4%
3.6%
10.
Banks
2.5%
3.1%
3.4%
Other
29.0%
30.4%
32.3%
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, 2017
:
State
# of
Properties
% of
Annual
Base Rent
(1)
1.
Texas
457
18.2%
2.
Florida
211
8.7%
3.
Illinois
132
5.4%
4.
Ohio
168
5.3%
5.
North Carolina
154
5.1%
6.
Georgia
127
4.3%
7.
Tennessee
131
4.0%
8.
Virginia
119
3.9%
9.
Indiana
123
3.9%
10.
Alabama
128
3.1%
Other
1,014
38.1%
2,764
100.0%
(1)
Based on annualized base rent for all leases in place as of December 31, 2017.
As of
December 31, 2017
, NNN did not have any tenant that accounted for ten percent or more of its rental income.
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. Such policy 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 a property 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. NNN may incur costs if the tenant does not comply with these requests.
As of
February 6, 2018
, NNN has
77
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"). 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
February 6, 2018
, 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 can 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 stockholders and increase NNN’s future interest expense,
•
the recognition of impairment charges on or reduced values of the Properties, 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 (i) 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, (ii) the dislocation of the markets for NNN’s short-term investments, (iii) increased volatility in market rates for such investments or (iv) 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 2021 and 2027. 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 and results of operations.
Loss of rent 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 tenants' 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 NNN may not be able to re-lease the vacant Property at a comparable lease rate. Furthermore, NNN may incur additional expenditures in connection with such renewal or re-leasing.
A significant portion of the source of the Property Portfolio annual base rent is concentrated in specific industry classifications, tenants and geographic locations.
As of
December 31, 2017
, approximately,
•
51.1% of the Property Portfolio annual base rent is generated from tenants in five retail lines of trade, including convenience stores (18.1%) and full-service and limited-service restaurants (19.7%),
•
20.6% of the Property Portfolio annual base rent is generated from five tenants, Sunoco (5.1%), Camping World (4.2%), Mister Car Wash (4.1%), LA Fitness (3.8%), AMC Theatres (3.4%), and
•
42.7% of the Property Portfolio annual base rent is generated from properties located in five states, including Texas (18.2%) and Florida (8.7%).
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 stockholders 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, loss of a large employer, 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 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 evidence of some level of known 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
8
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.
As of
February 6, 2018
, NNN has
77
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 stockholders, 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. That policy expires in August 2018. However, the policy is subject to exclusions and limitations and does not cover all of the Properties owned by NNN. 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, new lines of trade 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 or possible prohibitive income tax liability. 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.
NNN may suffer a loss in the event of a default of or bankruptcy of a tenant or a borrower.
As of
December 31, 2017
, NNN had
no
outstanding mortgages and notes receivable. 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 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
9
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 securities.
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 securities.
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.
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,
10
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 or borrowers could adversely affect NNN’s business or financial condition.
As of
December 31, 2017
, NNN owned
24
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, 2018
, less than
one
percent of total Properties held in the Property Portfolio was leased to two tenants that each filed a 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.
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, 2017
, NNN had outstanding debt including mortgages payable of
$13,300,000
, total unsecured notes payable of
$2,446,407,000
and
$120,500,000
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, 2017
, NNN had approximately
$2,580,207,000
of outstanding indebtedness, of which approximately
$13,300,000
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 modifications to property improvements,
•
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,
•
changes in government taxation or regulatory authorities,
•
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
12
•
market perception of REITs compared to other investment sectors.
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 increase of these taxes would decrease earnings and cash available for distribution to stockholders. In addition, in order to meet certain REIT qualification requirements, NNN has owned some of its assets in the TRS.
Adverse legislative or regulatory tax changes could reduce NNN’s earnings and cash flow and the market value of NNN’s securities.
At any time, the federal and state income tax laws or the administrative interpretations of those laws may change. Any such changes may have current and retroactive effects, 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 securities.
Compliance with REIT requirements, including distribution requirements, may limit NNN’s flexibility and may 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, 2017
, 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 the market value of NNN's securities.
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, the company's access to capital could be impaired, 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, 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, 2012
and ending
December 31, 2017
. The graph assumes an investment of $100 on
December 31, 2012
.
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, 2007 and ending
December 31, 2017
. The graph assumes an investment of $100 on December 31, 2007.
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.
2017
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year
High
$
46.34
$
45.63
$
43.41
$
43.90
$
46.34
Low
41.91
36.45
37.45
38.97
36.45
Close
43.62
39.10
41.66
43.13
43.13
Dividends paid per share
0.455
0.455
0.475
0.475
1.860
2016
High
$
46.86
$
51.72
$
53.60
$
51.26
$
53.60
Low
38.29
43.52
47.76
39.86
38.29
Close
46.20
51.72
50.85
44.20
44.20
Dividends paid per share
0.435
0.435
0.455
0.455
1.780
The following table presents the characterizations for tax purposes of such common stock dividends for the years ended December 31:
2017
2016
Ordinary dividends
$
1.559781
83.8592
%
$
1.513705
85.0396
%
Capital gain
0.035041
1.8839
%
—
—
Unrecaptured Section 1250 Gain
0.012194
0.6556
%
—
—
Nontaxable distributions
0.252984
13.6013
%
0.266295
14.9604
%
$
1.860000
100.0000
%
$
1.780000
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 2018
, NNN declared dividends payable to its stockholders of
$72,733,000
, or
$0.475
per share, of common stock.
On January 31, 2018, there were 1,767 registered holders of record of NNN's common stock.
17
Item 6.
Selected Financial Data
Historical Financial Highlights
(dollars in thousands, except per share data)
2017
2016
2015
2014
2013
Gross revenues
(1)
$
585,255
$
533,817
$
483,025
$
435,278
$
397,008
Earnings from continuing operations
228,716
212,324
187,511
179,777
154,006
Net earnings
265,371
239,506
197,961
191,170
160,085
Net earnings attributable to NNN
264,973
239,500
197,836
190,601
160,145
Total assets
6,560,534
6,334,151
5,460,044
4,915,551
4,445,308
Total debt
2,580,207
2,311,689
1,975,944
1,729,891
1,560,844
Total stockholders’ equity of NNN
3,840,593
3,916,799
3,342,134
3,082,515
2,777,045
Cash dividends declared to:
Common stockholders
277,120
257,007
228,699
204,157
189,107
Series D preferred stockholders
3,598
19,047
19,047
19,047
19,047
Series E preferred stockholders
16,387
16,387
16,387
16,387
8,876
Series F preferred stockholders
17,940
3,189
—
—
—
Weighted average common shares:
Basic
149,111,188
144,176,224
133,998,674
124,257,558
118,204,148
Diluted
149,432,641
144,660,633
134,489,416
124,710,226
119,864,824
Per share information:
Earnings from continuing operations:
Basic
$
1.45
$
1.39
$
1.21
$
1.24
$
1.06
Diluted
1.45
1.38
1.20
1.24
1.05
Net earnings:
Basic
1.45
1.39
1.21
1.24
1.11
Diluted
1.45
1.38
1.20
1.24
1.10
Cash dividends declared to:
Common stockholders
1.86
1.78
1.71
1.65
1.60
Series D preferred depositary stockholders
0.312847
1.656250
1.656250
1.656250
1.656250
Series E preferred depositary stockholders
1.425000
1.425000
1.425000
1.425000
0.771875
Series F preferred depositary stockholders
1.300000
0.231111
—
—
—
Other data:
Cash flows provided by (used in):
Operating activities
$
421,557
$
415,337
$
341,095
$
296,733
$
274,421
Investing activities
(625,557
)
(779,943
)
(644,544
)
(541,558
)
(568,040
)
Financing activities
(89,176
)
644,886
307,105
253,944
293,028
Funds from operations – available to common stockholders
(2)
359,179
330,544
289,193
260,902
228,622
(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.
18
Therefore, the revenues and expenses related to these properties are presented as discontinued operations for the year ended December 31, 2014. The Company has not classified any additional properties as discontinued operations subsequent to December 31, 2013.
(2)
The National Association of Real Estate Investment Trusts (“NAREIT”) developed Funds from Operations (“FFO”) as a relative non-U.S. generally accepted accounting principles (“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 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:
2017
2016
2015
2014
2013
Net earnings available to common stockholders
$
217,193
$
200,877
$
162,402
$
155,167
$
132,222
Real estate depreciation and amortization:
Continuing operations
173,404
148,779
134,380
115,888
99,048
Discontinued operations
—
—
—
3
343
Gain on disposition of real estate, net of income tax expense and noncontrolling interests
(36,258
)
(27,137
)
(10,397
)
(10,904
)
(5,442
)
Impairment losses – depreciable real estate, net of recoveries and income tax expense
4,840
8,025
2,808
748
2,451
FFO available to common stockholders
$
359,179
$
330,544
$
289,193
$
260,902
$
228,622
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.
Overview
NNN, a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. NNN's assets are primarily real estate assets. NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and are primarily held for investment ("Properties," or "Property Portfolio," or individually a "Property").
NNN owned
2,764
Properties with an aggregate gross leasable area of approximately
29,093,000
square feet, located in
48
states, with a weighted average remaining lease term of
11.5
years as of
December 31, 2017
. Approximately
99
percent of the Properties were leased as of
December 31, 2017
.
NNN’s management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. The key indicators for NNN include items such as: the composition of the Property Portfolio (such as tenant, geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance ratios and profitability measures, industry trends and industry performance compared to that of NNN.
NNN evaluates the creditworthiness of its current and prospective tenants. This evaluation may include reviewing available financial statements, store level financial performance, press releases, public credit ratings from major credit rating agencies, industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business and operations of it's tenants, including periodically meeting with senior management of certain tenants.
NNN continues to maintain its diversification by tenant, geography and tenant’s line of trade. NNN’s largest lines of trade concentrations are the convenience store and restaurant (including full and limited service) sectors. These sectors represent a large part of the freestanding retail property marketplace and NNN’s management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in the south and southeast United States, which are regions of historically above-average population growth. Given these concentrations, any financial hardship within these sectors or geographic regions could have a material adverse effect on the financial condition and operating performance of NNN.
As of December 31,
2017
,
2016
and
2015
, the Property Portfolio has remained at least 99 percent leased. As of
December 31, 2017
, the average remaining lease term of the Property Portfolio was
11.5
years, which was consistent with the past three years. High occupancy levels coupled with a net lease structure, provides enhanced probability of maintaining 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 and 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
20
other 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 based on their fair values 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 value of in-place leases. Prior to the adoption of ASU 2017-01, "Business Combinations (Topic 805): Clarifying the definition of a Business," on January 1, 2017, acquisition and closing costs incurred on the acquisition of real estate with an in-place lease were expensed as incurred and recorded as real estate acquisition costs. This change did not have a material impact on NNN's financial position or results of operations.
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.
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, 2017
, Consolidated Financial Statements for a summary and the anticipated impact of each accounting pronouncement 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 expense relating to real estate assets, the recoverability of the carrying value of long-lived assets, 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:
2017
2016
2015
Properties Owned:
Number
2,764
2,535
2,257
Total gross leasable area (square feet)
29,093,000
27,204,000
24,964,000
Properties:
Leased and unimproved land
2,740
2,508
2,236
Percent of Properties – leased and unimproved land
99
%
99
%
99
%
Weighted average remaining lease term (years)
11.5
11.6
11.4
Total gross leasable area (square feet) – leased
28,703,000
26,700,000
24,544,000
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, 2017
:
% of
Annual
Base Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
% of
Annual
Base Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
2018
2.0%
61
787,000
2024
2.2%
50
833,000
2019
2.7%
75
1,081,000
2025
4.7%
128
1,123,000
2020
3.5%
127
1,559,000
2026
5.6%
184
1,854,000
2021
4.1%
121
1,320,000
2027
8.7%
197
2,766,000
2022
6.4%
125
1,697,000
Thereafter
57.5%
1,566
14,540,000
2023
2.6%
99
1,143,000
(1)
Based on the annualized base rent for all leases in place as of
December 31, 2017
.
(2)
Approximate square feet.
22
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
2017
2016
2015
1.
Convenience stores
18.1%
16.9%
16.7%
2.
Restaurants - full service
12.1%
11.8%
11.0%
3.
Restaurants - limited service
7.6%
7.5%
7.2%
4.
Automotive service
6.9%
6.6%
7.0%
5.
Family entertainment centers
6.4%
5.8%
5.6%
6.
Health and fitness
5.6%
5.7%
3.8%
7.
Theaters
4.8%
4.9%
5.2%
8.
Automotive parts
3.6%
3.9%
4.2%
9.
Recreational vehicle dealers, parts and accessories
3.4%
3.4%
3.6%
10.
Banks
2.5%
3.1%
3.4%
Other
29.0%
30.4%
32.3%
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, 2017
:
State
# of Properties
% of Annual Base Rent
(1)
1.
Texas
457
18.2%
2.
Florida
211
8.7%
3.
Illinois
132
5.4%
4.
Ohio
168
5.3%
5.
North Carolina
154
5.1%
6.
Georgia
127
4.3%
7.
Tennessee
131
4.0%
8.
Virginia
119
3.9%
9.
Indiana
123
3.9%
10.
Alabama
128
3.1%
Other
1,014
38.1%
2,764
100.0%
(1)
Based on annualized base rent for all leases in place as of
December 31, 2017
.
Property Acquisitions.
The following table summarizes the Property acquisitions for each of the years ended December 31 (dollars in thousands):
2017
2016
2015
Acquisitions:
Number of Properties
276
313
221
Gross leasable area (square feet)
2,243,000
2,734,000
2,706,000
Initial cash yield
6.9
%
6.9
%
7.2
%
Total dollars invested
(1)
$
754,892
$
846,906
$
726,303
(1)
Includes dollars invested in projects under construction or tenant improvements for each respective year.
23
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):
2017
2016
2015
Number of properties
48
38
19
Gross leasable area (square feet)
346,000
490,000
232,000
Net sales proceeds
$
96,757
$
103,215
$
39,116
Gain, net of income tax expense
$
36,655
$
27,182
$
10,450
Cap rate
6.0
%
6.8
%
5.9
%
NNN typically uses the proceeds from a Property disposition to either pay down the Credit Facility or reinvest in real estate.
Analysis of Revenue
General.
During the year ended
December 31, 2017
, 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 (dollars in thousands):
2017
2016
2015
Percent of Total
2017
Versus
2016
Percent
2016
Versus
2015
Percent
2017
2016
2015
Rental Income
(1)
$
568,083
$
515,954
$
465,282
97.1
%
96.7
%
96.3
%
10.1
%
10.9
%
Real estate expense reimbursement from tenants
15,512
14,984
14,868
2.7
%
2.8
%
3.1
%
3.5
%
0.8
%
Interest and other income from real estate transactions
724
1,032
988
0.1
%
0.2
%
0.2
%
(29.8
)%
4.5
%
Interest income on commercial mortgage residual interests
614
1,677
1,778
0.1
%
0.3
%
0.4
%
(63.4
)%
(5.7
)%
Total revenues
$
584,933
$
533,647
$
482,916
100.0
%
100.0
%
100.0
%
9.6
%
10.5
%
(1)
Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Income").
Comparison of Revenues – 2017 versus 2016
Rental Income.
Rental Income increased in amount and as a percent of the total revenues for the year ended December 31, 2017 as compared to the same period in 2016. The increase for the year ended December 31, 2017 is primarily due to a partial year of Rental Income received as a result of the acquisition of 276 Properties with aggregate gross leasable area of approximately 2,243,000 during 2017 and a full year of Rental Income received as a result of the acquisition of 313 Properties with a gross leasable area of approximately 2,734,000 square feet in 2016.
Comparison of Revenues – 2016 versus 2015
Rental Income.
Rental Income increased in amount and as a percent of the total revenues for the year ended December 31, 2016 as compared to the same period in 2015. The increase for the year ended December 31, 2016 is primarily due to a partial year of Rental Income received as a result of the acquisition of 313 Properties with aggregate gross leasable area of approximately 2,734,000 during 2016 and a full year of Rental Income received as a result of the acquisition of 221 Properties with a gross leasable area of approximately 2,706,000 square feet in 2015.
24
Analysis of Expenses
General.
Operating expenses increased primarily due to an increase in depreciation expense during the year ended December 31, 2017, as compared to the same period in 2016. The following summarizes NNN’s expenses for the year ended December 31 (dollars in thousands):
2017
2016
2015
General and administrative
$
33,805
$
36,508
$
34,736
Real estate
23,105
20,852
19,776
Depreciation and amortization
173,720
149,101
134,798
Impairment – commercial mortgage residual interests valuation
—
6,830
531
Impairment losses – real estate and other charges, net of recoveries
8,955
11,287
4,420
Retirement severance costs
7,845
—
—
Total operating expenses
$
247,430
$
224,578
$
194,261
Interest and other income
$
(322
)
$
(170
)
$
(109
)
Interest expense
109,109
96,352
90,008
Real estate acquisition costs
—
563
927
Total other expenses (revenues)
$
108,787
$
96,745
$
90,826
Percentage of Total Expenses
Percentage of
Revenues
2017
Versus
2016
Percent
2016
Versus
2015
Percent
2017
2016
2015
2017
2016
2015
General and administrative
13.7
%
16.3
%
17.9
%
5.8
%
6.9
%
7.2
%
(7.4
)%
5.1
%
Real estate
9.3
%
9.3
%
10.2
%
4.0
%
3.9
%
4.1
%
10.8
%
5.4
%
Depreciation and amortization
70.2
%
66.4
%
69.4
%
29.7
%
27.9
%
27.9
%
16.5
%
10.6
%
Impairment – commercial mortgage residual interests valuation
—
3.0
%
0.3
%
—
1.3
%
0.1
%
(100.0
)%
1,186.3
%
Impairment losses – real estate and other charges, net of recoveries
3.6
%
5.0
%
2.2
%
1.5
%
2.1
%
0.9
%
(20.7
)%
155.4
%
Retirement severance costs
3.2
%
—
—
1.3
%
—
—
N/C
(1)
—
Total operating expenses
100.0
%
100.0
%
100.0
%
42.3
%
42.1
%
40.2
%
10.2
%
15.6
%
Interest and other income
(0.3
)%
(0.2
)%
(0.1
)%
(0.1
)%
—
—
89.4
%
56.0
%
Interest expense
100.3
%
99.6
%
99.1
%
18.7
%
18.1
%
18.6
%
13.2
%
7.0
%
Real estate acquisition costs
—
0.6
%
1.0
%
—
0.1
%
0.2
%
(100.0
)%
(39.3
)%
Total other expenses (revenues)
100.0
%
100.0
%
100.0
%
18.6
%
18.2
%
18.8
%
12.4
%
6.5
%
(1)
Not calculable ("N/C")
Comparison of Expenses – 2017 versus 2016
General and Administrative Expenses.
General and administrative expenses decreased in amount for the year ended December 31, 2017, as compared to the same period in 2016, as well as a percentage of total operating expenses and as a percentage of revenues. The decrease in general and administrative expenses for the year ended December 31, 2017, is primarily attributable to a decrease in compensation costs.
Real Estate.
Real estate expenses increased for the year ended December 31, 2017, as compared to the same period in 2016, but remained flat as a percentage of total operating expenses and as a percentage of revenues. The increase is primarily due to increases in reimbursable and non-reimbursable expenses from certain properties acquired during the year
25
ended December 31, 2017, and from certain properties acquired during the year ended December 31, 2016, as well as expenses on vacant properties.
Depreciation and Amortization.
Depreciation and amortization expenses increased in amount, as a percentage of total operating expenses and as a percentage of revenues for the year ended December 31, 2017, as compared to the year ended December 31, 2016. The increase in expenses is primarily due to the acquisition of 276 Properties with an aggregate gross leasable area of approximately 2,243,000 square feet in 2017 and 313 Properties with an aggregate gross leasable area of approximately 2,734,000 square feet during 2016.
Impairment Losses – Real Estate 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 a price that exceeds NNN's carrying value. Management evaluates whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), and 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, 2017 and 2016, NNN recorded $4,953,000 and $8,025,000, respectively, of real estate impairments. NNN also recorded a $4,000,000 contract dispute settlement charge during the year ended December 31, 2017 and a $3,269,000 loss on mortgages receivable for the year ended December 31, 2016.
Retirement Severance Costs.
For the year ended December 31, 2017, retirement severance costs relate primarily to Craig Macnab's retirement as CEO on April 28, 2017.
Interest Expense.
Interest expense increased in amount, as a percentage of total other expenses (revenues) and as a percentage of revenues for the year ended December 31, 2017, as compared to the same period in 2016.
The following represents the primary changes in debt that have impacted interest expense:
(i)
the repayment in January 2016 of $5,876,000 principal amount of mortgages payable with an interest rate of 5.750%,
(ii)
the repayment in March 2016 of $722,000 principal amount of mortgages payable with an interest rate of 6.900%,
(iii)
the repayment in October 2016 of $2,709,000 principal amount of mortgages payable with an interest rate of 6.400%,
(iv)
the issuance in December 2016 of $350,000,000 principal amount of notes payable with a maturity of December 2026, and stated interest rate of 3.600%,
(v)
the issuance in September 2017 of $400,000,000 principal amount of notes payable with a maturity of October 2027, and stated interest rate of 3.500%,
(vi)
the repayment in October 2017 of $250,000,000 principal amount of notes payable with a stated interest rate of 6.875%, and
(vii)
the increase of $28,138,000 in the weighted average outstanding balance on the Credit Facility and a higher weighted average interest rate for the year ended December 31, 2017, as compared to the same period in 2016.
Comparison of Expenses – 2016 versus 2015
General and Administrative Expenses.
General and administrative expenses increased for the year ended December 31, 2016, as compared to the same period in 2015, but decreased both as a percentage of total operating expenses and as a percentage of revenues. The increase in general and administrative expenses for the year ended December 31, 2016, is primarily attributable to an increase in compensation costs.
Real Estate.
Real estate expenses increased for the year ended December 31, 2016, as compared to the same period in 2015, but decreased both as a percentage of total operating expenses and as a percentage of revenues. The increase is primarily due to the increase in tenant reimbursable and non-reimbursable expenses related to a partial year of reimbursable and non-reimbursable expenses from certain properties acquired in 2016 and a full year of reimbursable and non-reimbursable expenses from certain properties acquired in 2015.
26
Depreciation and Amortization.
Depreciation and amortization expenses increased in amount, decreased as a percentage of total operating expenses and remained flat as a percentage of revenues for the year ended December 31, 2016, as compared to the year ended December 31, 2015. The increase in expenses is primarily due to the acquisition of 313 properties with an aggregate gross leasable area of approximately 2,734,000 square feet in 2016 and 221 properties with an aggregate gross leasable area of approximately 2,706,000 square feet during 2015.
Impairment – Commercial Mortgage Residual Interests Valuation.
As of December 31, 2015, NNN held the commercial mortgage residual interests (“Residuals”) from seven loan securitizations. In 2016, the loan servicer of five of the securitizations exercised its clean-up call option. These clean-up calls allowed the servicers to purchase all of the trusts’ assets, thereby terminating future cash distributions payable to NNN as the holder of these residual interests. Unrealized gains and losses are reported as other comprehensive income in stockholders' equity and other than temporary valuation impairment. As of December 31, 2016, the remaining two Residuals are recorded at fair value. During the years ended December 31, 2016, and 2015, NNN recorded other than temporary valuation impairments as a reduction of earnings from operations of $6,830,000 and, $531,000. The other than temporary valuation impairment recorded during the year ended December 31, 2016 related primarily to the execution of the clean-up call option on the five securitizations.
Impairment Losses – Real Estate 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 a price that exceeds NNN's carrying value. Management evaluates whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), and 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, 2016 and 2015, NNN recorded $8,025,000 and $3,970,000, respectively, of real estate impairments. NNN also recorded a $3,269,000 loss on mortgages receivable for the year ended December 31, 2016, and a $450,000 loss on the sale of mortgages receivable during the year ended December 31, 2015.
Interest Expense.
Interest expense increased in amount and as a percentage of total other expenses (revenues) for the year ended December 31, 2016, as compared to the same period in 2015, and decreased as a percentage of revenues.
The following represents the primary changes in debt that have impacted interest expense:
(i)
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%,
(ii)
the repayment in December 2015 of $150,000,000 principal amount of notes payable with a stated interest rate of 6.150%,
(iii)
the repayment in January 2016 of $5,876,000 principal amount of mortgages payable with an interest rate of 5.750%,
(iv)
the repayment in March 2016 of $722,000 principal amount of mortgages payable with an interest rate of 6.900%,
(v)
the repayment in October 2016 of $2,709,000 principal amount of mortgages payable with an interest rate of 6.400%,
(vi)
the issuance in December 2016 of $350,000,000 principal amount of notes payable with a maturity of December 2026, and stated interest rate of 3.600%, and
(vii)
the decrease of $8,543,000 in the weighted average outstanding balance on the Credit Facility and a slightly higher weighted average interest rate for the year ended December 31, 2016, as compared to the same period in 2015.
27
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) capital expenditures; (iv) payment of principal and interest on its outstanding indebtedness; and (v) other investments.
NNN expects to meet short-term liquidity requirements through cash provided from operations and NNN’s Credit Facility. As of
December 31, 2017
, there was
$120,500,000
outstanding balance and
$779,500,000
was available for future borrowings under the Credit Facility, excluding undrawn letters of credit totaling
$230,000
. 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.
Cash and Cash Equivalents.
NNN's cash and cash equivalents includes the aggregate of Cash and cash equivalents and Restricted cash and cash held in escrow from the Consolidated Balance Sheets. The table below summarizes NNN’s cash flows for each of the years ended December 31 (dollars in thousands):
2017
2016
2015
Cash and cash equivalents:
Provided by operating activities
$
421,557
$
415,337
$
341,095
Used in investing activities
(625,557
)
(779,943
)
(644,544
)
Provided by (used in) financing activities
(89,176
)
644,886
307,105
Increase (decrease)
(293,176
)
280,280
3,656
Net cash at beginning of year
294,540
14,260
10,604
Net cash at end of year
$
1,364
$
294,540
$
14,260
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, 2017, 2016 and 2015
, 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.
28
NNN’s financing activities for the year ended December 31,
2017
, included the following significant transactions:
•
$287,500,000 paid to fully redeem NNN's 6.625% Series D Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock") in February,
•
$394,722,000 in net proceeds from the issuance of the 3.500% notes payable in September,
•
$250,000,000 in repayment of the 6.875% notes payable in October,
•
$9,391,000
in net proceeds from the issuance of
229,696
shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan (“DRIP”),
•
$243,822,000 in net proceeds from the issuance of 5,821,366 shares of common stock in connection with the at-the-market ("ATM") equity program,
•
$3,598,000
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 5.700% Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred Stock"),
•
$17,940,000
in dividends paid to holders of the depositary shares of NNN’s 5.200% Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock"), and
•
$277,120,000
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,
2017
, there was
$120,500,000
outstanding balance and
$779,500,000
was available for future borrowings under the Credit Facility, excluding undrawn letters of credit totaling
$230,000
.
As of December 31,
2017
, NNN’s ratio of total debt to total gross assets (before accumulated depreciation and amortization) was approximately
35
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
27
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.
Contractual Obligations and Commercial Commitments
. The information in the following table summarizes NNN’s contractual obligations and commercial commitments outstanding as of December 31,
2017
. The table presents principal cash flows by year-end of the expected maturity for debt obligations and commercial commitments outstanding as of December 31,
2017
.
Expected Maturity Date (dollars in thousands)
Total
2018
2019
2020
2021
2022
Thereafter
Long-term debt
(1)
$
2,487,942
$
538
$
567
$
596
$
300,630
$
325,664
$
1,859,947
Long-term debt – interest
(2)
646,209
97,323
97,294
97,265
89,669
78,124
186,534
Credit Facility
120,500
—
—
—
—
120,500
—
Operating lease
5,734
743
758
773
788
804
1,868
Total contractual cash obligations
$
3,260,385
$
98,604
$
98,619
$
98,634
$
391,087
$
525,092
$
2,048,349
(1)
Includes only principal amounts outstanding under mortgages payable and notes payable and excludes unamortized mortgage
premiums, note discounts and note costs.
(2)
Interest calculation based on stated rate of the principal amount.
29
In addition to the contractual obligations outlined above, NNN has committed to fund construction commitments on
27
Properties. The improvements on such Properties are estimated to be completed within 12 months on such Properties. These construction commitments, at December 31,
2017
, are outlined in the table below (dollars in thousands):
Total commitment
(1)
$
129,925
Amount funded
67,719
Remaining commitment
62,206
(1)
Includes land, construction costs, tenant improvements, lease costs and capitalized interest
As of December 31,
2017
, 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, which require the tenant to pay all property taxes and assessments, to maintain the interior and exterior of the Property, and to carry property and liability insurance coverage. 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 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 these Properties, NNN's 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 or major repairs.
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 re-lease the Properties at comparable rental rates and in a timely manner. As of December 31,
2017
, NNN owned
24
vacant, un-leased Properties which accounted for approximately
one
percent of total Properties held in the Property Portfolio. Additionally, as of
January 31, 2018
, less than
one
percent of total Properties held in the Property Portfolio was leased to two tenants that each 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. NNN believes it has been structured as, and its past and present operations qualify NNN as, a REIT.
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.
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):
2017
2016
2015
Dividends
$
277,120
$
257,007
$
228,699
Per share
1.860
1.780
1.710
30
The following presents the characterizations for tax purposes of such common stock dividends for the years ended December 31:
2017
2016
2015
Ordinary dividends
$
1.559781
83.8592
%
$
1.513705
85.0396
%
$
1.363294
79.7248
%
Qualified dividends
—
—
—
—
0.019005
1.1114
%
Capital gain
0.035041
1.8839
%
—
—
0.007806
0.4565
%
Unrecaptured Section 1250 Gain
0.012194
0.6556
%
—
—
0.011055
0.6465
%
Nontaxable distributions
0.252984
13.6013
%
0.266295
14.9604
%
0.308840
18.0608
%
$
1.860000
100.0000
%
$
1.780000
100.0000
%
$
1.710000
100.0000
%
On
January 16, 2018
, NNN declared a dividend of
$0.475
per share, payable
February 15, 2018
, to its common stockholders of record as of
January 31, 2018
.
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):
2017
2016
2015
Series D Preferred Stock
(1)
:
Dividends
$
3,598
$
19,047
$
19,047
Per share
0.312847
1.656250
1.656250
Series E Preferred Stock
(2)
:
Dividends
16,387
16,387
16,387
Per share
1.425000
1.425000
1.425000
Series F Preferred Stock
(3)
:
Dividends
17,940
3,189
—
Per share
1.300000
0.231111
—
(1)
The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 include accumulated and unpaid dividends through the redemption date.
(2)
The Series E Preferred Stock has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series E Preferred Stock is May 2018.
(3)
The Series F Preferred Stock was issued in October 2016 and has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is October 2021.
31
The following presents the characterizations for tax purposes of such preferred stock dividends for the years ended December 31:
Ordinary Dividends
Qualified Dividends
Capital Gain
Unrecaptured Section 1250 Gain
Totals
2017
Percentage of Total
97.0607
%
—
2.1804
%
0.7589
%
100.0000
%
Series D
(1)
$
0.303652
—
$
0.006821
$
0.002374
$
0.312847
Series E
$
1.383115
—
$
0.031071
$
0.010814
$
1.425000
Series F
(2)
$
1.261789
—
$
0.028345
$
0.009866
$
1.300000
2016
Percentage of Total
100.0000
%
—
—
—
100.0000
%
Series D
(1)
$
1.656250
—
—
—
$
1.656250
Series E
$
1.425000
—
—
—
$
1.425000
Series F
(2)
$
0.231111
—
—
—
$
0.231111
2015
Percentage of Total
97.2400
%
1.4134
%
0.5570
%
0.7896
%
100.0000
%
Series D
(1)
$
1.610538
$
0.023409
$
0.009225
$
0.013078
$
1.656250
Series E
$
1.385670
$
0.020141
$
0.007937
$
0.011252
$
1.425000
(1)
The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 included accumulated and unpaid dividends through the redemption date.
(2)
The Series F Preferred Stock was issued in October 2016.
Capital Resources
Generally, cash needs for Property acquisitions, 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):
2017
Percentage
of Total
2016
Percentage
of Total
Line of credit payable
$
120,500
4.7
%
$
—
—
Mortgages payable
13,300
0.5
%
13,878
0.6
%
Notes payable
2,446,407
94.8
%
2,297,811
99.4
%
Total outstanding debt
$
2,580,207
100.0
%
$
2,311,689
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. Additionally, indebtedness may be used to refinance existing indebtedness.
32
Line of Credit Payable.
In October 2017, NNN amended its credit agreement to increase the borrowing capacity under its unsecured revolving credit facility from
$650,000,000
to
$900,000,000
and amend 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
$98,277,000
and a weighted average interest rate of
2.2%
for the year ended
December 31, 2017
. The Credit Facility matures
January 2022
, unless the Company exercises its option to extend maturity to
January 2023
. As of
December 31, 2017
, the Credit Facility bears interest at
LIBOR plus 87.5
basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. The Credit Facility also includes an accordion feature for NNN to increase the facility size up to
$1,600,000,000
, subject to lender approval. As of
December 31, 2017
, there was a balance of
$120,500,000
and
$779,500,000
was available for future borrowings under the Credit Facility, excluding undrawn letters of credit totaling
$230,000
.
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, 2017
, 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.
Mortgages Payable.
As of December 31, 2017 and 2016, NNN had mortgages payable, including unamortized premium and net of unamortized debt costs, of $13,300,000 and $13,878,000 respectively. The mortgages payable had an interest rate of 5.23% and matures July 2023. The loan is secured by a first lien on five of the Properties and the carrying value of the assets was $20,917,000 at December 31, 2017.
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
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
2026
(8)
December 2016
350,000
3,860
346,140
3.600%
3.733%
December 2026
2027
(9)
September 2017
400,000
1,628
398,372
3.500%
3.548%
October 2027
(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 at issuance.
(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 notes 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 notes 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 notes using the effective interest method.
(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 notes using the effective interest method.
(8)
NNN entered into two forward starting swaps with an aggregate notional amount of $180,000. Upon issuance of the 2026 Notes, NNN terminated the forward starting swaps resulting in a gain of $13,345, which was deferred in other comprehensive income. The deferred asset is being amortized over the term of the notes using the effective interest method.
33
(9)
NNN entered into two forward starting swaps with an aggregate notional amount of $250,000. Upon issuance of the 2027 Notes, NNN terminated the forward starting swaps resulting in a liability of $7,690, of which $7,688 was deferred in other comprehensive income. The deferred liability is being amortized over the term of the notes 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
$22,682,000
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
October 2017
, NNN repaid the
$250,000,000
6.875%
notes payable that were due in
October 2017
.
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, 2017
, 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.
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 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 E
(5)
5.700
%
May 2013
11,500,000
$
287,500
$
9,856
$
1.425000
May 2018
Series F
(6)
5.200
%
October 2016
13,800,000
345,000
10,897
1.300000
October 2021
(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. Series E issuance included 1,500,000 depositary shares in connection with the underwriters' over-allotment. Series F issuance included 1,800,000 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 from the offering for general corporate purposes and funding property acquisitions.
(6)
NNN used the net proceeds from the offering to repay outstanding indebtedness under its Credit Facility, fund property acquisitions and for general corporate purposes.
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
34
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 13, 2018
, the Series E and Series F Preferred Stock Shares were not redeemable or convertible.
In February 2017, NNN redeemed all outstanding depositary shares (
11,500,000
) representing interests in its
6.625%
Series D Preferred Stock. The Series D Preferred Stock was redeemed at
$25.00
per depositary share, plus all accrued and unpaid dividends through the redemption date, for an aggregate redemption price of
$25.3128472
per depositary share. The excess carrying amount of preferred stock redeemed over the cash paid to redeem the preferred stock was
$9,855,000
of issuance costs.
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. NNN's DRIP provides an economical and convenient way for current stockholders and other interested new investors to invest in NNN's common stock. The following outlines the common stock issuances pursuant to the DRIP for the year ended December 31 (dollars in thousands):
2017
2016
2015
Shares of common stock
229,696
187,626
196,584
Net proceeds
$
9,391
$
8,340
$
7,182
At-The-Market Offerings.
NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM programs:
2016 ATM
2015 ATM
2013 ATM
Established date
March 2016
February 2015
March 2013
Termination date
March 2019
March 2016
February 2015
Total allowable shares
12,000,000
10,000,000
9,000,000
Total shares issued as of December 31, 2017
10,044,656
9,852,465
6,252,812
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,
2017
2016
2015
Shares of common stock
5,821,366
5,716,222
8,573,533
Average price per share (net)
$
41.88
$
46.48
$
37.45
Net proceeds
$
243,822
$
265,696
$
321,067
Stock issuance costs
(1)
$
3,782
$
4,266
$
4,016
(1)
Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and
accounting fees.
Commercial Mortgage Residual Interests
As of December 31, 2015, NNN held the commercial mortgage residual interests (“Residuals”) from
seven
loan securitizations. In 2016, the loan servicer of
five
of the securitizations exercised its clean-up call option. These clean-up calls allowed the servicers to purchase all of the trusts’ assets, thereby terminating future cash distributions payable to NNN as the holder of these residual interests. During the years ended December 31, 2016 and 2015, NNN recorded an other than temporary valuation impairment of
$6,830,000
and
$531,000
, respectively, as a reduction of earnings from operations. The other than temporary valuation impairment recorded during the year ended December 31, 2016 related to the execution of the clean-up call option on the
five
securitizations, as well as the fair value adjustment on the remaining
two
securitizations. As of December 31, 2017 and 2016, the remaining
two
Residuals are recorded at a fair value of $36,000 and included in Other Assets on the Consolidated Balance Sheets. There was
no
other than temporary valuation impairment recorded during the year ended December 31, 2017.
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, 2017
, 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, 2017
and
2016
. The table presents principal payments and related interest rates by year for debt obligations outstanding as of
December 31, 2017
. The table incorporates only those debt obligations that existed as of
December 31, 2017
, and it does not consider those debt obligations or positions which could arise after this date and therefore 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, 2017
.
Debt Obligations (dollars in thousands)
Variable Rate Debt
Fixed Rate Debt
Credit Facility
Mortgages
(1)
Unsecured Debt
(2)
Debt
Obligation
Weighted
Average
Interest Rate
Debt
Obligation
Weighted
Average
Interest Rate
Debt
Obligation
Effective
Interest
Rate
2018
$
—
—
$
623
5.23%
$
—
—
2019
—
—
652
5.23%
—
—
2020
—
—
682
5.23%
—
—
2021
—
—
716
5.23%
298,209
5.69%
2022
120,500
2.16%
750
5.23%
322,400
3.99%
Thereafter
—
—
9,969
5.23%
1,842,143
3.67%
(3)
Total
$
120,500
2.16%
$
13,392
5.23%
$
2,462,752
4.00%
Fair Value:
December 31, 2017
$
120,500
$
13,392
$
2,507.106
December 31, 2016
$
—
$
13,987
$
2,367,102
(1)
NNN's mortgages payable represent principal payments by year and include unamortized premiums and exclude debt costs.
(2)
Includes NNN’s notes payable, each exclude debt costs and are net of unamortized discounts. 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 2022.
36
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of National Retail Properties, Inc. and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited National Retail Properties, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, National Retail Properties, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, 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, 2017, and the related notes and financial statement schedules listed in the Index at Item15(a) and our report dated February 13, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Certified Public Accountants
Orlando, Florida
February 13, 2018
37
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of National Retail Properties, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of National Retail Properties, Inc. and Subsidiaries (the Company) as of December 31, 2017 and 2016, 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, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, 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 13, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
Certified Public Accountants
We have served as the Company’s auditor since 2006.
Orlando, Florida
February 13, 2018
38
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
ASSETS
December 31, 2017
December 31, 2016
Real estate portfolio:
Accounted for using the operating method, net of accumulated depreciation and amortization
$
6,428,928
$
5,879,046
Accounted for using the direct financing method
9,650
11,230
Real estate held for sale
4,083
26,084
Cash and cash equivalents
1,364
294,540
Receivables, net of allowance of $1,119 and $1,006, respectively
4,317
3,418
Accrued rental income, net of allowance of $1,936 and $3,078, respectively
25,916
25,101
Debt costs, net of accumulated amortization of $12,667 and $11,268, respectively
5,380
2,715
Other assets
80,896
92,017
Total assets
$
6,560,534
$
6,334,151
LIABILITIES AND EQUITY
Liabilities:
Line of credit payable
$
120,500
$
—
Mortgages payable, including unamortized premium and net of unamortized debt costs
13,300
13,878
Notes payable, net of unamortized discount and unamortized debt costs
2,446,407
2,297,811
Accrued interest payable
20,311
19,665
Other liabilities
119,106
85,869
Total liabilities
2,719,624
2,417,223
Commitments and contingencies (Note 18)
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 December 31, 2016, at stated liquidation value of $2,500 per share
—
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
5.200% Series F, 138,000 shares issued and outstanding, at stated liquidation value of $2,500 per share
345,000
345,000
Common stock, $0.01 par value. Authorized 375,000,000 shares; 153,577,028 and 147,149,945
shares issued and outstanding, respectively
1,537
1,473
Capital in excess of par value
3,599,475
3,322,771
Accumulated deficit
(379,181
)
(319,254
)
Accumulated other comprehensive income (loss)
(13,738
)
(8,191
)
Total stockholders’ equity of NNN
3,840,593
3,916,799
Noncontrolling interests
317
129
Total equity
3,840,910
3,916,928
Total liabilities and equity
$
6,560,534
$
6,334,151
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,
2017
2016
2015
Revenues:
Rental income from operating leases
$
565,405
$
512,883
$
462,346
Earned income from direct financing leases
978
1,336
1,506
Percentage rent
1,700
1,735
1,430
Real estate expense reimbursement from tenants
15,512
14,984
14,868
Interest and other income from real estate transactions
724
1,032
988
Interest income on commercial mortgage residual interests
614
1,677
1,778
584,933
533,647
482,916
Operating expenses:
General and administrative
33,805
36,508
34,736
Real estate
23,105
20,852
19,776
Depreciation and amortization
173,720
149,101
134,798
Impairment – commercial mortgage residual interests valuation
—
6,830
531
Impairment losses – real estate and other charges, net of recoveries
8,955
11,287
4,420
Retirement severance costs
7,845
—
—
247,430
224,578
194,261
Earnings from operations
337,503
309,069
288,655
Other expenses (revenues):
Interest and other income
(322
)
(170
)
(109
)
Interest expense
109,109
96,352
90,008
Real estate acquisition costs
—
563
927
108,787
96,745
90,826
Earnings from operations before income tax expense
228,716
212,324
197,829
Income tax expense
—
—
(10,318
)
Earnings before gain on disposition of real estate, net of income tax expense
228,716
212,324
187,511
Gain on disposition of real estate, net of income tax expense
36,655
27,182
10,450
Net earnings
265,371
239,506
197,961
Earnings attributable to noncontrolling interests
(398
)
(6
)
(125
)
Net earnings attributable to NNN
$
264,973
$
239,500
$
197,836
See accompanying notes to consolidated financial statements.
40
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME – CONTINUED
(dollars in thousands, except per share data)
Year Ended December 31,
2017
2016
2015
Net earnings attributable to NNN
$
264,973
$
239,500
$
197,836
Series D preferred stock dividends
(3,598
)
(19,047
)
(19,047
)
Series E preferred stock dividends
(16,387
)
(16,387
)
(16,387
)
Series F preferred stock dividends
(17,940
)
(3,189
)
—
Excess of redemption value over carrying value of Series D preferred shares redeemed
(9,855
)
—
—
Net earnings attributable to common stockholders
$
217,193
$
200,877
$
162,402
Net earnings per share of common stock:
Basic
$
1.45
$
1.39
$
1.21
Diluted
$
1.45
$
1.38
$
1.20
Weighted average number of common shares outstanding:
Basic
149,111,188
144,176,224
133,998,674
Diluted
149,432,641
144,660,633
134,489,416
Other comprehensive income:
Net earnings attributable to NNN
$
264,973
$
239,500
$
197,836
Amortization of deferred interest rate hedges
1,932
2,802
1,902
Deferred fair value of forward starting swaps
(7,688
)
13,345
(13,369
)
Net loss – commercial mortgage residual interests
—
(4,454
)
(339
)
Net gain – available-for-sale securities
209
468
112
Comprehensive income attributable to NNN
$
259,426
$
251,661
$
186,142
See accompanying notes to consolidated financial statements.
41
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2017, 2016 and 2015
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Series F
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 – director compensation
—
—
—
—
991
—
—
991
—
991
12,065 shares – stock purchase plan
—
—
—
—
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
Deferred fair value of 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
Contributions from noncontrolling interests
—
—
—
—
—
—
—
—
334
334
Distributions to noncontrolling interests
—
—
—
—
—
—
—
—
(362
)
(362
)
Sale of noncontrolling interests
—
—
—
—
—
—
—
—
(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.
42
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Years Ended December 31, 2017, 2016 and 2015
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Series F
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, 2015
$
287,500
$
287,500
$
—
$
1,412
$
3,049,198
$
(263,124
)
$
(20,352
)
$
3,342,134
$
259
$
3,342,393
Net earnings
—
—
—
—
—
239,500
—
239,500
6
239,506
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
)
$0.231111 per depositary share of Series F preferred stock
—
—
—
—
—
(3,189
)
—
(3,189
)
—
(3,189
)
$1.78 per share of common stock
—
—
—
2
7,949
(257,007
)
—
(249,056
)
—
(249,056
)
Issuance of 13,800,000 depositary shares of Series F preferred stock
—
—
345,000
—
(10,897
)
—
—
334,103
—
334,103
Issuance of common stock:
31,807 shares – director compensation
—
—
—
—
1,148
—
—
1,148
—
1,148
8,444 shares – stock purchase plan
—
—
—
—
389
—
—
389
—
389
5,716,222 shares – ATM equity program
—
—
—
57
269,905
—
—
269,962
—
269,962
Issuance of 222,157 shares of restricted common stock
—
—
—
2
(264
)
—
—
(262
)
—
(262
)
Stock issuance costs
—
—
—
—
(4,266
)
—
—
(4,266
)
—
(4,266
)
Amortization of deferred compensation
—
—
—
—
9,609
—
—
9,609
—
9,609
Amortization of interest rate hedges
—
—
—
—
—
—
2,802
2,802
—
2,802
Deferred fair value of forward starting swaps
—
—
—
—
—
—
13,345
13,345
—
13,345
Unrealized loss – commercial mortgage residual interests
—
—
—
—
—
—
(182
)
(182
)
—
(182
)
Realized gain – commercial mortgage residual interests
—
—
—
—
—
—
(4,272
)
(4,272
)
—
(4,272
)
Valuation adjustments – available-for-sale securities
—
—
—
—
—
—
468
468
—
468
Distributions to noncontrolling interests
—
—
—
—
—
—
—
—
(136
)
(136
)
Balances at December 31, 2016
$
287,500
$
287,500
$
345,000
$
1,473
$
3,322,771
$
(319,254
)
$
(8,191
)
$
3,916,799
$
129
$
3,916,928
See accompanying notes to consolidated financial statements.
43
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Years Ended December 31, 2017, 2016 and 2015
(dollars in thousands, except per share data)
Series D
Preferred
Stock
Series E
Preferred
Stock
Series F
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, 2016
$
287,500
$
287,500
$
345,000
$
1,473
$
3,322,771
$
(319,254
)
$
(8,191
)
$
3,916,799
$
129
$
3,916,928
Net earnings
—
—
—
—
—
264,973
—
264,973
398
265,371
Dividends declared and paid:
$0.312847 per depositary share of Series D preferred stock
—
—
—
—
—
(3,598
)
—
(3,598
)
—
(3,598
)
$1.42500 per depositary share of Series E preferred stock
—
—
—
—
—
(16,387
)
—
(16,387
)
—
(16,387
)
$1.30000 per depositary share of Series F preferred stock
—
—
—
—
—
(17,940
)
—
(17,940
)
—
(17,940
)
$1.86 per share of common stock
—
—
—
2
8,825
(277,120
)
—
(268,293
)
—
(268,293
)
Redemption of 11,500,000 depositary shares of Series D preferred stock
(287,500
)
—
—
—
9,855
(9,855
)
—
(287,500
)
—
(287,500
)
Issuance of common stock:
35,456 shares – director compensation
—
—
—
1
1,175
—
—
1,176
—
1,176
13,695 shares – stock purchase plan
—
—
—
—
563
—
—
563
—
563
5,821,366 shares – ATM equity program
—
—
—
58
247,546
—
—
247,604
—
247,604
Issuance of 274,102 shares of restricted common stock
—
—
—
3
(234
)
—
—
(231
)
—
(231
)
Stock issuance costs
—
—
—
—
(3,782
)
—
—
(3,782
)
—
(3,782
)
Amortization of deferred compensation
—
—
—
—
12,630
—
—
12,630
—
12,630
Amortization of interest rate hedges
—
—
—
—
—
—
1,932
1,932
—
1,932
Deferred fair value of forward starting swaps
—
—
—
—
—
—
(7,688
)
(7,688
)
—
(7,688
)
Valuation adjustments – available-for-sale securities
—
—
—
—
—
—
209
209
—
209
Distributions to noncontrolling interests
—
—
—
—
—
—
—
—
(84
)
(84
)
Noncontrolling interests
—
—
—
—
126
—
—
126
(126
)
—
Balances at December 31, 2017
$
—
$
287,500
$
345,000
$
1,537
$
3,599,475
$
(379,181
)
$
(13,738
)
$
3,840,593
$
317
$
3,840,910
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,
2017
2016
2015
Cash flows from operating activities:
Net earnings
$
265,371
$
239,506
$
197,961
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
173,720
149,101
134,798
Impairment losses – real estate and other charges, net of recoveries
4,953
11,294
4,420
Impairment – commercial mortgage residual interests valuation
—
6,830
531
Amortization of notes payable discount
1,788
1,394
1,306
Amortization of debt costs
3,502
3,086
2,915
Amortization of mortgages payable premium
(85
)
(147
)
(207
)
Amortization of deferred interest rate hedges
1,932
2,802
1,902
Settlement of forward starting swaps
(7,688
)
13,345
(13,369
)
Gain on disposition of real estate
(36,655
)
(27,182
)
(10,807
)
Deferred income taxes
—
—
10,488
Performance incentive plan expense
14,223
11,401
10,474
Performance incentive plan payment
(862
)
(581
)
(676
)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed:
Decrease in real estate leased to others using the direct financing method
884
1,364
1,277
Increase in receivables
(175
)
(74
)
(335
)
Increase in accrued rental income
(1,752
)
(252
)
(368
)
Decrease in other assets
1,960
1,663
4,996
Increase (decrease) in accrued interest payable
646
(448
)
2,717
Increase (decrease) in other liabilities
(90
)
2,636
(6,610
)
Other
(115
)
(401
)
(318
)
Net cash provided by operating activities
421,557
415,337
341,095
Cash flows from investing activities:
Proceeds from the disposition of real estate
97,245
104,117
38,502
Additions to real estate:
Accounted for using the operating method
(721,893
)
(885,966
)
(683,243
)
Principal payments on mortgages and notes receivable
1,250
4,141
2,363
Other
(2,159
)
(2,235
)
(2,166
)
Net cash used in investing activities
(625,557
)
(779,943
)
(644,544
)
See accompanying notes to consolidated financial statements.
45
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(dollars in thousands)
Year Ended December 31,
2017
2016
2015
Cash flows from financing activities:
Proceeds from line of credit payable
$
1,501,700
$
1,330,200
$
1,262,400
Repayment of line of credit payable
(1,381,200
)
(1,330,200
)
(1,262,400
)
Repayment of mortgages payable
(510
)
(9,962
)
(2,035
)
Proceeds from notes payable
398,372
346,140
399,036
Repayment of notes payable
(250,000
)
—
(150,000
)
Payment of debt costs
(7,837
)
(3,362
)
(3,654
)
Proceeds from issuance of common stock
256,764
278,040
332,117
Proceeds from issuance of Series F preferred stock
—
345,000
—
Stock issuance costs
(3,836
)
(15,204
)
(4,198
)
Redemption of Series D preferred stock
(287,500
)
—
—
Payment of Series D preferred stock dividends
(3,598
)
(19,047
)
(19,047
)
Payment of Series E preferred stock dividends
(16,387
)
(16,387
)
(16,387
)
Payment of Series F preferred stock dividends
(17,940
)
(3,189
)
—
Payment of common stock dividends
(277,120
)
(257,007
)
(228,699
)
Noncontrolling interest contributions
—
—
334
Noncontrolling interest distributions
(84
)
(136
)
(362
)
Net cash provided by (used in) financing activities
(89,176
)
644,886
307,105
Net increase (decrease) in cash, cash equivalents and restricted cash
(293,176
)
280,280
3,656
Cash, cash equivalents and restricted cash at beginning of year
(1)
294,540
14,260
10,604
Cash, cash equivalents and restricted cash at end of year
(1)
$
1,364
$
294,540
$
14,260
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized
$
103,761
$
91,403
$
83,758
Taxes paid (received)
$
(15
)
$
(155
)
$
234
Supplemental disclosure of noncash investing and financing activities:
Change in other comprehensive income
$
5,547
$
12,161
$
11,694
Change in lease classification (direct financing lease to operating lease)
$
696
$
1,924
$
1,179
Mortgage receivable accepted in connection with real estate transactions
$
—
$
—
$
500
(1)
Cash, cash equivalents and restricted cash is the aggregate of Cash and cash equivalents and Restricted cash and cash held in escrow from the Consolidated Balance Sheets. NNN did not have restricted cash or cash held in escrow at December 31, 2017 and 2016 and had
$601
at December 31, 2015.
See accompanying notes to consolidated financial statements.
46
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2017, 2016 and 2015
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." 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").
NNN's assets primarily include real estate assets. NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and are primarily held for investment ("Properties" or "Property Portfolio," or individually a "Property").
December 31, 2017
Property Portfolio:
Total properties
2,764
Gross leasable area (square feet)
29,093,000
States
48
Weighted average remaining lease term (years)
11.5
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 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, 2017, 2016 and 2015, NNN recorded
$2,435,000
,
$1,738,000
and
$2,383,000
, 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, as applicable, based on their respective fair values. Prior to the adoption of ASU 2017-01, "Business Combinations (Topic 805): Clarifying the definition of a Business," on January 1, 2017, acquisition and closing costs incurred on the acquisition of real estate with an in-place lease were 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.
47
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease and the applicable option terms if it is probable that the tenant will
exercise options. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an option term whereby the Company amortizes the value attributable to the renewal over the renewal period.
The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as-if-vacant, determined as set forth above. The value of in-place leases exclusive of the value of above-market and below-market in-place leases is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off in that period. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.
Intangible assets and liabilities consisted of the following as of December 31 (dollars in thousands):
2017
2016
Intangible lease assets (included in Other assets):
Above-market in-place leases
$
16,583
$
18,352
Less: accumulated amortization
(9,299
)
(8,761
)
Above market in-place leases, net
$
7,284
$
9,591
In-place leases
$
104,592
$
112,951
Less: accumulated amortization
(61,004
)
(57,661
)
In-place leases, net
$
43,588
$
55,290
Intangible lease liabilities (included in Other liabilities):
Below-market in-place leases
$
44,468
$
46,151
Less: accumulated amortization
(26,055
)
(24,051
)
Below market in-place leases, net
$
18,413
$
22,100
The amounts amortized as a net increase to rental income for capitalized above-market and below-market leases for the years ended December 31, 2017, 2016, and 2015 were $
3,355,000
,
$2,842,000
, and
$3,046,000
, respectively. The value of in-place leases amortized to expense for the years ended December 31, 2017, 2016, and 2015 was
$18,841,000
,
$13,403,000
, and
$14,380,000
, respectively.
48
The following is a schedule of the amortization of acquired above-market and below-market in-place lease intangibles and the amortization of the in-place lease intangibles at December 31, 2017 (dollars in thousands):
Net Increase to Rental Income
Increase To Amortization Expense
2018
$
1,412
$
8,249
2019
684
5,976
2020
609
5,220
2021
489
4,494
2022
363
4,024
Thereafter
7,572
15,625
Weighted average amortization period (years)
17.9
9.6
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 and improvements 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), and 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 Receivable
– The reserve allowance related to the mortgages, notes and accrued interest receivable is NNN’s best estimate of the amount of probable credit losses. The reserve allowance is determined on an individual 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.
49
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.
Restricted Cash and Cash Held in Escrow
– Restricted cash and cash held in escrow include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code, (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN.
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 – Line of Credit Payable
–
Debt costs incurred in connection with NNN’s
$900,000,000
line of credit have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. NNN has recorded debt costs associated with the line of credit as an asset, in Debt Costs on the Consolidated Balance Sheets.
Debt Costs – Mortgages Payable
–
Debt costs incurred in connection with NNN’s mortgages payable have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. These costs of $
147,000
at December 31, 2017 and 2016, are included in Mortgages Payable on the Consolidated Balance Sheets net of accumulated amortization of $
55,000
and $
38,000
, respectively.
Debt Costs – Notes Payable
–
Debt costs incurred in connection with the issuance of NNN’s notes payable have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. These costs of $
22,682,000
and $
21,157,000
at December 31, 2017 and 2016, respectively, are included in Notes Payable on the Consolidated Balance Sheets net of accumulated amortization of $
6,337,000
and $
6,376,000
, 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. 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.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606). The core principle of ASU 2014-09, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of the FASB guidance included in
Leases
(Topic 842). In March 2016, the FASB issued updated guidance. ASU 2016-08, "Revenue from Contracts with customers (Topic 606) - Principal versus Agent Considerations (Reporting Gross Versus Net)," clarifies the implementation guidance on principal versus agent considerations included within the scope of ASU 2014-09. In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)," which clarifies the scope of subtopic 610-20, which was issued as a part of ASU 2014-09, to add guidance for partial sales of nonfinancial assets. The guidance permits two methods of adoption: full
50
retrospective approach to each prior reporting period presented, or modified retrospective approach with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The guidance was initially effective January 1, 2017, and early adoption was not permitted. The amended guidance provides for a one-year deferral of the effective date to January 1, 2018, with an option of applying the standard on the original effective date.
NNN will adopt ASU 2014-09 on January 1, 2018, and apply the cumulative catch-up transition method. Through the evaluation and implementation process, NNN has determined the key revenue stream impacted by ASU 2014-09 is gain on disposition of real estate reported on the Consolidated Statements of Income and Comprehensive Income. NNN currently recognizes revenue at the time of closing (i.e., transfer of asset). Upon adoption of ASU 2014-09, NNN will need to evaluate any separate contracts or performance obligations to determine proper timing of revenue recognition, as well as, transaction price allocation. The adoption of ASU 2014-09 will not have a material impact on NNN's financial position or results of operations.
Earnings Per Share
– Earnings per share have been computed pursuant to the FASB guidance included in
Earnings Per Share
. The guidance requires classification of the Company’s unvested restricted share units which 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):
2017
2016
2015
Basic and Diluted Earnings:
Net earnings attributable to NNN
$
264,973
$
239,500
$
197,836
Less: Series D preferred stock dividends
(3,598
)
(19,047
)
(19,047
)
Less: Series E preferred stock dividends
(16,387
)
(16,387
)
(16,387
)
Less: Series F preferred stock dividends
(17,940
)
(3,189
)
—
Less: Excess of redemption value over carrying value of Series D preferred shares redeemed
(9,855
)
—
—
Net earnings attributable to common stockholders
217,193
200,877
162,402
Less: Earnings attributable to unvested restricted shares
(531
)
(695
)
(706
)
Net earnings used in basic and diluted earnings per share
$
216,662
$
200,182
$
161,696
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding
149,840,116
145,014,422
134,868,640
Less: Unvested restricted shares
(285,585
)
(390,522
)
(412,505
)
Less: Unvested contingent restricted shares
(443,343
)
(447,676
)
(457,461
)
Weighted average number of shares outstanding used in basic earnings per share
149,111,188
144,176,224
133,998,674
Effects of dilutive securities:
Other
321,453
484,409
490,742
Weighted average number of shares outstanding used in diluted earnings per share
149,432,641
144,660,633
134,489,416
51
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, 2017
, 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 11). 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 wholly owned qualified REIT 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 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.
52
Accumulated Other Comprehensive Income (Loss)
– The following table outlines the changes in accumulated other comprehensive income (loss) (dollars in thousands):
Gain or Loss on Cash Flow Hedges
(1)
Gains and Losses on Commercial Mortgage Residual Interests
Gains and Losses on Available-for-Sale Securities
Total
Beginning balance, December 31, 2015
$
(25,046
)
$
4,454
$
240
$
(20,352
)
Other comprehensive income (loss)
13,345
(182
)
468
13,631
Reclassifications from accumulated other comprehensive income to net earnings
2,802
(2)
(4,272
)
(3)
—
(1,470
)
Net current period other comprehensive income (loss)
16,147
(4,454
)
468
12,161
Ending balance, December 31, 2016
(8,899
)
—
708
(8,191
)
Other comprehensive income (loss)
(7,688
)
—
209
(7,479
)
Reclassifications from accumulated other comprehensive income to net earnings
1,932
(2)
—
—
1,932
Net current period other comprehensive income (loss)
(5,756
)
—
209
(5,547
)
Ending balance, December 31, 2017
$
(14,655
)
$
—
$
917
$
(13,738
)
(1)
Additional disclosure is included in Note 12 – Derivatives.
(2)
Reclassifications out of other comprehensive income (loss) 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.
(3)
Reclassifications out of other comprehensive income (loss) are recorded in Impairment on the Consolidated Statements of Income and Comprehensive Income. There is
no
income tax expense (benefit) resulting from this reclassification.
New Accounting Pronouncements
– In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The FASB issued final guidance that requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting. The guidance also eliminates current real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. NNN is currently evaluating to determine the potential impact the adoption of ASU 2016-02 will have on its financial position or results of operations.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this update provide guidance on certain cash flow classification issues. The objective of the amendment is to reduce existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230. The adoption of ASU 2016-15 will not impact NNN's financial position or results of operations.
In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting," effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. NNN has early adopted ASU 2017-09 as of January 1, 2017. The adoption of ASU 2017-09 did not impact NNN's financial position or results of operations.
In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require a company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of
53
retained earnings as of the beginning of the fiscal year that an entity adopts the update. The adoption of ASU 2017-12 will not have a material impact on NNN's financial position or results of operations.
Use of Estimates
– 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, 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 2017 presentation.
Note 2 – Real Estate:
Real Estate – Portfolio
Leases
– The following outlines key information for NNN’s leases at
December 31, 2017
:
Lease classification:
Operating
2,791
Direct financing
7
Building portion – direct financing / and portion – operating
2
Weighted average remaining lease term (years)
11.5
The leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, and/or increases in the tenant’s sales volume. Generally, the tenant is also required to pay all property taxes and assessments, substantially maintain the Property and carry property and liability insurance coverage. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. Generally, the leases provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions of the base term of the lease, including rent increases.
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):
2017
2016
Land and improvements
(1)
$
2,289,749
$
2,101,923
Buildings and improvements
4,972,233
4,487,509
Leasehold interests
5,261
4,565
7,267,243
6,593,997
Less accumulated depreciation and amortization
(880,235
)
(739,008
)
6,387,008
5,854,989
Work in progress - improvements
41,920
24,057
$
6,428,928
$
5,879,046
(1)
Includes
$25,799
and
$30,725
in land for Properties under construction at December 31, 2017 and 2016,
respectively.
54
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
,
2017
,
2016
and
2015
, NNN recognized
$1,411,000
,
($12,000)
and
$153,000
, respectively, of such income, net of reserves. At
December 31
,
2017
and
2016
, the balance of accrued rental income was
$25,916,000
and
$25,101,000
, respectively, net of allowance of
$1,936,000
and
$3,078,000
, respectively.
The following is a schedule of future minimum lease payments to be received on noncancellable operating leases at
December 31, 2017
(dollars in thousands):
2018
$
574,030
2019
561,799
2020
545,134
2021
524,730
2022
494,183
Thereafter
3,989,805
$
6,689,681
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 Consumer Price Index ("CPI") or future contingent rents which may be received on the leases based on a percentage of the tenant’s sales volume.
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):
2017
2016
Minimum lease payments to be received
$
9,339
$
11,200
Estimated unguaranteed residual values
4,967
5,664
Less unearned income
(4,656
)
(5,634
)
Net investment in direct financing leases
$
9,650
$
11,230
The following is a schedule of future minimum lease payments to be received on direct financing leases held for investment at
December 31, 2017
(dollars in thousands):
2018
$
1,834
2019
1,512
2020
1,043
2021
720
2022
726
Thereafter
3,504
$
9,339
The table above 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).
55
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, 2017
, NNN had
four
of its Properties categorized as held for sale. NNN's real estate held for sale at
December 31, 2016
, included
18
properties,
14
of which were sold in
2017
. Real estate held for sale consisted of the following as of December 31 (dollars in thousands):
2017
2016
Land and improvements
$
2,581
$
15,106
Building and improvements
3,252
17,185
5,833
32,291
Less accumulated depreciation and amortization
(886
)
(3,459
)
Less impairment
(864
)
(2,748
)
$
4,083
$
26,084
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):
2017
2016
2015
# of Sold
Properties
Gain
# of Sold
Properties
Gain
# of Sold
Properties
Gain
Gain on disposition of real estate
48
$
36,655
38
$
27,182
19
$
10,807
Income tax expense
—
—
(357
)
$
36,655
$
27,182
$
10,450
Real Estate – Commitments
NNN has committed to fund construction commitments on
27
Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, at
December 31, 2017
, are outlined in the table below (dollars in thousands):
Total commitment
(1)
$
129,925
Amount funded
67,719
Remaining commitment
62,206
(1)
Includes land, construction costs, tenant improvements, lease costs and capitalized interest.
Real Estate – Impairments
Management periodically assesses its real estate for possible impairment whenever certain events or changes in circumstances indicate that the carrying amount of the asset, including accrued rental income, may not be recoverable through operations. Events or circumstances that may occur include significant changes in real estate market conditions and the ability of NNN to re-lease or sell properties that are vacant or become vacant in a reasonable period of time. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. As a result of the Company’s review of long lived assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries of
$4,953,000
,
$8,025,000
and
$3,970,000
for the years ended
December 31
,
2017
,
2016
and
2015
, respectively.
The valuation of impaired assets is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.
56
Note 3 – Commercial Mortgage Residual Interests
:
As of December 31, 2015, NNN held the commercial mortgage residual interests (“Residuals”) from
seven
loan securitizations. In 2016, the loan servicer of
five
of the securitizations exercised its clean-up call option. These clean-up calls allowed the servicers to purchase all of the trusts’ assets, thereby terminating future cash distributions payable to NNN as the holder of these residual interests. During the years ended December 31, 2016 and 2015, NNN recorded an other than temporary valuation impairment of
$6,830,000
and
$531,000
, respectively, as a reduction of earnings from operations. The other than temporary valuation impairment recorded during the year ended December 31, 2016 related to the execution of the clean-up call option on the
five
securitizations, as well as the fair value adjustment on the remaining
two
securitizations. As of December 31, 2017 and 2016, the remaining
two
Residuals are recorded at a fair value of
$36,000
and included in Other Assets on the Consolidated Balance Sheets. There was
no
other than temporary valuation impairment recorded during the year ended December 31, 2017.
Note 4 – Line of Credit Payable
:
In October 2017, NNN amended its credit agreement to increase the borrowing capacity under its unsecured revolving credit facility from
$650,000,000
to
$900,000,000
and amend 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
$98,277,000
and a weighted average interest rate of
2.2%
for the year ended
December 31, 2017
. The Credit Facility matures
January 2022
, unless the Company exercises its option to extend maturity to
January 2023
. As of
December 31, 2017
, the Credit Facility bears interest at
LIBOR plus 87.5
basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. The Credit Facility also includes an accordion feature to increase the facility size up to
$1,600,000,000
. As of
December 31, 2017
, there was a balance of
$120,500,000
and
$779,500,000
was available for future borrowings under the Credit Facility, excluding undrawn letters of credit totaling
$230,000
.
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, 2017
, NNN was in compliance with those covenants.
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,
2017
2016
November 2014
(4)
15,151
5.23%
July 2023
$
20,917
$
13,392
$
13,987
Debt costs
(147
)
(147
)
Accumulated amortization
55
38
Debt costs, net of accumulated amortization
(92
)
(109
)
Mortgages payable, including unamortized premium and net of unamortized debt costs
$
13,300
$
13,878
(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; the balance is due at maturity.
(3)
Each loan is secured by a first mortgage lien on five of the Properties. The carrying values of the assets at
December 31, 2017
.
(4)
Initial balance and outstanding principal balance includes unamortized premium.
57
The following is a schedule of the scheduled principal payments, including premium amortization of NNN’s mortgages payable at
December 31, 2017
(dollars in thousands):
2018
$
623
2019
652
2020
682
2021
716
2022
750
Thereafter
9,969
$
13,392
Note 6 – 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
2021
(3)
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
(4)
April 2013
350,000
2,594
347,406
3.300%
3.388%
April 2023
2024
(5)
May 2014
350,000
707
349,293
3.900%
3.924%
June 2024
2025
(6)
October 2015
400,000
964
399,036
4.000%
4.029%
November 2025
2026
(7)
December 2016
350,000
3,860
346,140
3.600%
3.733%
December 2026
2027
(8)
September 2017
400,000
1,628
398,372
3.500%
3.548%
October 2027
(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 at issuance.
(3)
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 notes using the effective interest method.
(4)
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 notes using the effective interest method.
(5)
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 notes using the effective interest method.
(6)
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 notes using the effective interest method.
(7)
NNN entered into
two
forward starting swaps with an aggregate notional amount of
$180,000
. Upon issuance of the 2026 Notes, NNN terminated the forward starting swaps resulting in a gain of
$13,345
, which was deferred in other comprehensive income. The deferred asset is being amortized over the term of the notes using the effective interest method.
(8)
NNN entered into
two
forward starting swaps with an aggregate notional amount of
$250,000
. Upon issuance of the 2027 Notes, NNN terminated the forward starting swaps resulting in a liability of
$7,690
, of which
$7,688
was deferred in other comprehensive income. The deferred liability is being amortized over the term of the notes 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.
58
In connection with the outstanding debt offerings, NNN incurred debt issuance costs totaling
$22,682,000
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
October 2017
, NNN repaid the
$250,000,000
6.875%
notes payable that were due in
October 2017
.
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, 2017
, NNN was in compliance with those covenants.
Note 7 – 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 E
5.700
%
May 2013
11,500,000
$
287,500
$
9,856
$
1.425000
May 2018
Series F
5.200
%
October 2016
13,800,000
345,000
10,897
1.300000
October 2021
(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. Series E issuance included
1,500,000
depositary shares in connection with the underwriters' over-allotment. Series F issuance included
1,800,000
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 13, 2018
, the Series E and Series F Preferred Stock Shares were not redeemable or convertible.
In February 2017, NNN redeemed all outstanding depositary shares (
11,500,000
) representing interests in its
6.625%
Series D Preferred Stock. The Series D Preferred Stock was redeemed at
$25.00
per depositary share, plus all accrued and unpaid dividends through the redemption date, for an aggregate redemption price of
$25.3128472
per depositary share. The excess carrying amount of preferred stock redeemed over the cash paid to redeem the preferred stock was
$9,855,000
of issuance costs.
59
Note 8 – 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.
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):
2017
2016
2015
Shares of common stock
229,696
187,626
196,584
Net proceeds
$
9,391
$
8,340
$
7,182
At The Market Offerings.
NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM programs:
2016 ATM
2015 ATM
2013 ATM
Established date
March 2016
February 2015
March 2013
Termination date
March 2019
March 2016
February 2015
Total allowable shares
12,000,000
10,000,000
9,000,000
Total shares issued as of December 31, 2017
10,044,656
9,852,465
6,252,812
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,
2017
2016
2015
Shares of common stock
5,821,366
5,716,222
8,573,533
Average price per share (net)
$
41.88
$
46.48
$
37.45
Net proceeds
$
243,822
$
265,696
$
321,067
Stock issuance costs
(1)
$
3,782
$
4,266
$
4,016
(1)
Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.
Note 9 – 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, 2017
,
2016
and
2015
totaled
$514,000
,
$491,000
and
$474,000
, respectively.
Note 10 – Dividends
:
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):
2017
2016
2015
Dividends
$
277,120
$
257,007
$
228,699
Per share
1.860
1.780
1.710
60
On
January 16, 2018
, NNN declared a dividend of
$0.475
per share, payable
February 15, 2018
, to its common stockholders of record as of
January 31, 2018
.
The following presents the characterization for tax purposes of common stock dividends per share paid to stockholders for the years ended
December 31
:
2017
2016
2015
Ordinary dividends
$
1.559781
$
1.513705
$
1.363294
Qualified dividends
—
—
0.019005
Capital gain
0.035041
—
0.007806
Unrecaptured Section 1250 Gain
0.012194
—
0.011055
Nontaxable distributions
0.252984
0.266295
0.308840
$
1.860000
$
1.780000
$
1.710000
The following presents the characterization for tax purposes of Series D, E and F Preferred Stock dividends per share and dividends declared and paid to stockholders for the year ended December 31:
Series F
(3)
Series E
(2)
Series D
(1)
2017
2016
2017
2016
2015
2017
2016
2015
Ordinary dividends
$
1.261789
$
0.231111
$
1.383115
$
1.425000
$
1.385670
$
0.303652
$
1.656250
$
1.610538
Qualified dividends
—
—
—
—
0.020141
—
—
0.023409
Capital gain
0.028345
—
0.031071
—
0.007937
0.006821
—
0.009225
Unrecaptured Section 1250 Gain
0.009866
—
0.010814
—
0.011252
0.002374
—
0.013078
Dividend paid per share
$
1.300000
$
0.231111
$
1.425000
$
1.425000
$
1.425000
$
0.312847
$
1.656250
$
1.656250
Dividends declared and paid
$
17,940
$
3,189
$
16,387
$
16,387
$
16,387
$
3,598
$
19,047
$
19,047
(1)
The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 include accumulated and unpaid dividends through the redemption date.
(2)
The Series E Preferred Stock has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series E Preferred Stock is May 2018.
(3)
The Series F Preferred Stock was issued in October 2016 and has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is October 2021.
Note 11 – Income Taxes
:
For income tax purposes, NNN had taxable REIT subsidiaries in which certain real estate activities were 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,
2017
,
2016
and
2015
, and the statutory rates relate to state taxes and nondeductible expenses.
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.
61
The significant components of the net deferred income tax asset consist of the following at
December 31
(dollars in thousands):
2017
2016
Deferred tax assets:
Capital loss carryforward
$
—
$
830
Net operating loss carryforward
3,899
5,088
3,899
5,918
Valuation allowance
(3,858
)
(5,743
)
Total deferred tax assets
41
175
Deferred tax liabilities:
Built-in gain
(41
)
(175
)
Total deferred tax liabilities
(41
)
(175
)
Net deferred tax asset
$
—
$
—
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, 2017
and
2016
.
The decrease in the valuation allowance for the year ended December 31,
2017
, was
$1,885,000
. The increase in the valuation allowance for the years ended
December 31,
2016
and
2015
, was
$77,000
and
$5,047,000
, respectively.
The income tax benefit (expense) consists of the following components for the years ended
December 31
(dollars in thousands):
2017
2016
2015
Net earnings before income taxes
$
264,973
$
239,500
$
208,511
Provision for income tax benefit (expense):
Current:
Federal
—
—
(58
)
State and local
—
—
(129
)
Deferred:
Federal
—
—
(8,935
)
State and local
—
—
(1,553
)
Total expense for income taxes
—
—
(10,675
)
Net earnings attributable to NNN’s stockholders
$
264,973
$
239,500
$
197,836
62
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):
2017
2016
2015
Federal expense at statutory tax rate
$
—
$
—
$
(70,894
)
Nontaxable income of NNN
—
—
69,651
State taxes, net of federal benefit
—
—
(141
)
Expiration of built-in gain tax
—
—
316
Loss carryforwards increase (decrease)
(2)
(2,019
)
55
—
Built-in gain tax liability
(1), (2)
134
22
(197
)
TRS Revocation Election
(1)
—
—
(4,363
)
Valuation allowance (increase) decrease
(1), (2)
1,885
(77
)
(5,047
)
Total tax expense
$
—
$
—
$
(10,675
)
(
1)
The change for the year ended December 31, 2015, is due to TRS Revocation Election.
(2)
The change for the year ended December 31, 2017, includes an amount attributable to the federal tax rate change
within the Tax Cuts and Jobs Act signed into law on December 22, 2017. The net income statement effect of the
federal rate change is zero.
FASB 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. FASB 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
unrecognized tax benefits during any of the years presented. 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
2014
through
2017
. NNN also files in many states with varying open years under statute.
Note 12 – 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 are used to hedge the variable cash flows associated with floating rate debt and involve the receipt or payment of variable rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.
63
NNN discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative is re-designated as a hedging instrument or management determines that designation of the derivative as a hedging instrument is no longer appropriate.
When hedge accounting is discontinued, NNN recognizes any changes in its fair value in earnings and continues to carry the derivative on the balance sheet or may choose to settle the derivative at that time with a cash payment or receipt.
The following table outlines NNN's derivatives which were hedging the risk of changes in forecasted interest payments on forecasted issuance of long-term debt (dollars in thousands):
Terminated
Description
Aggregate Notional Amount
Liability (Asset) Fair Value When Terminated
Fair Value Deferred In Other Comprehensive Income
(1)
June 2011
Two treasury locks
$
150,000
$
5,300
$
5,218
April 2013
Four forward starting swaps
240,000
3,156
3,141
May 2014
Three forward starting swaps
225,000
6,312
6,312
October 2015
Four forward starting swaps
300,000
13,369
13,369
December 2016
Two forward starting swaps
180,000
(13,352
)
(13,345
)
September 2017
Two forward starting swaps
250,000
7,690
7,688
(1)
The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest
payments are made on the related notes payable.
As of
December 31, 2017
,
$14,655,000
remains in other comprehensive income related to the effective portion of NNN’s previously interest rate hedges. During the years ended
December 31,
2017
,
2016
and
2015
, NNN reclassified
$1,932,000
,
$2,802,000
and
$1,902,000
, respectively, out of other comprehensive income as an increase to interest expense. Over the next
12
months, NNN estimates that an additional
$2,139,000
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, 2017
.
Note 13 – Performance Incentive Plan
:
In May 2017, NNN filed a registration statement on Form S-8 with the Commission which permits the issuance of up to
1,800,000
shares of common stock pursuant to NNN’s 2017 Performance Incentive Plan (the “2017 Plan”). The 2017 Plan replaced NNN’s previous 2007 Performance Incentive Plan. The 2017 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 2017 Plan.
There were
no
stock options outstanding or exercisable at
December 31, 2017
.
64
Pursuant to the 2017 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, 2017
:
Number
of
Shares
Weighted
Average
Share Price
Non-vested restricted shares, January 1
871,718
$
38.88
Restricted shares granted
292,968
43.61
Restricted shares vested
(410,497
)
35.80
Restricted shares forfeited
(11,356
)
33.42
Restricted shares repurchased
(7,510
)
30.80
Non-vested restricted shares, December 31
735,323
42.65
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 amount vested over the vesting periods. Vesting periods for officers and key associates of NNN range from
three
to
five
years and generally vest annually. NNN recognizes compensation expense on a straight-line basis for awards with only service conditions.
During the years ended
December 31
,
2017
and
2016
, NNN granted
169,495
and
142,199
, respectively, performance based shares subject to its total stockholder return after a
three
year period relative to its peers. The shares were granted to certain executive officers and had weighted average grant price of
$43.73
and
$44.70
, respectively, per share. Once the performance criteria are met and the actual number of shares earned is determined, the shares vest immediately. For the
2017
and
2016
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
$25.77
and
$34.60
, 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, 2017
, pursuant to the 2017 Plan.
Shares
Weighted
Average
Share Price
Other share grants under the 2017 Plan:
Directors’ fees
14,007
$
40.09
Deferred directors’ fees
21,329
40.31
35,336
40.22
Shares available under the 2017 Plan for grant, end of period
1,733,296
The total compensation expense for share-based payments for the years ended
December 31
,
2017
,
2016
and
2015
totaled
$12,971,000
,
$10,758,000
and
$9,671,000
, respectively. At December 31, 2017, NNN had
$10,542,000
of unrecognized compensation cost related to non-vested share-based compensation arrangements under the 2017 Plan. This cost is expected to be recognized over a weighted average period of
2.4
years. In addition, NNN recognized
no
performance based long-term incentive cash compensation expense for the years ended December 31,
2017
,
2016
and
2015
.
Note 14 – Fair Value of Financial Instruments
:
NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate. NNN believes that the carrying value of its mortgages and notes receivable and mortgages payable at
December 31,
2017
and
2016
, approximate fair value based upon current market prices of comparable instruments (Level 3). At
December 31,
2017
and
2016
, the carrying value and fair value of NNN’s notes payable net of unamortized discount and excluding debt costs, was
$2,507,106,000
and
$2,367,102,000
, respectively, based upon quoted market prices, which is a Level 1 valuation since NNN's notes payable are publicly traded.
65
Note 15 – Quarterly Financial Data (unaudited)
:
The following table outlines NNN’s quarterly financial data (dollars in thousands, except per share data):
2017
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Revenues as originally reported
$
141,569
$
145,587
$
147,769
$
150,330
Net earnings
73,648
58,409
61,129
72,185
Net earnings attributable to NNN
73,657
58,028
61,120
72,168
Net earnings per share
(1)
:
Basic
$
0.35
$
0.33
$
0.35
$
0.42
Diluted
0.35
0.33
0.35
0.42
2016
Revenues as originally reported
$
126,999
$
130,998
$
134,558
$
141,261
Net earnings
70,676
51,933
50,772
66,126
Net earnings attributable to NNN
70,683
51,942
50,784
66,092
Net earnings per share
(1)
:
Basic
$
0.44
$
0.30
$
0.29
$
0.37
Diluted
0.44
0.30
0.28
0.37
(1)
Calculated independently for each period and consequently, the sum of the quarters may differ from the annual amount.
Note 16 – Segment Information
:
For the years ended December 31, 2017, 2016 and 2015, 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 17 – Major Tenants
:
As of
December 31, 2017
, NNN had
no
tenants that accounted for ten percent or more of its rental and earned income.
Note 18 – 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 to NNN's consolidated financial statements.
Note 19 – Subsequent Events
:
NNN reviewed all subsequent events and transactions that have occurred after
December 31, 2017
, the date of the consolidated balance sheet.
In
February 2018
, the Company entered into
two
forward starting swaps with an aggregate notional amount of
$250,000,000
to hedge the risk of changes in the interest-related cash outflows associated with the potential issuance of long-term debt. The outstanding forward starting swaps were each designated as a cash flow hedge.
There were no other reportable subsequent events or transactions.
66
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, 2017
, 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, Chief Financial Officer and Chief Accounting Officer. Rules adopted by the Securities and Exchange Commission (the “Commission”) require NNN to present the conclusions of the Chief Executive Officer, Chief Financial Officer and Chief Accounting 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, Chief Financial Officer and Chief Accounting 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, Chief Financial Officer and Chief Accounting 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, Chief Financial Officer and Chief Accounting Officer of NNN’s disclosure controls and procedures and the assessment by NNN’s management, including NNN’s Chief Executive Officer, Chief Financial Officer and Chief Accounting 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
67
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 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, Chief Financial Officer and Chief Accounting Officer have concluded that, as of
December 31, 2017
, NNN’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting.
Management, including NNN’s Chief Executive Officer, Chief Financial Officer and Chief Accounting 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, 2017
, 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 as of
December 31, 2017
, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting.
During the three months ended
December 31, 2017
, 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, Chief Financial Officer and Chief Accounting 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.
68
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 – Director Compensation,” “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 “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 III: Ratification of Ernst & Young LLP as the Independent Registered Public Accounting Firm”, and such information is incorporated herein by reference.
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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, 2017 and 2016
39
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
40
Consolidated Statements of Equity for the years ended December 31, 2017, 2016 and 2015
42
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
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, 2017
Schedule IV – Mortgage Loans on Real Estate and Notes as of December 31, 2017
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 5.70% Series E Cumulative Preferred Stock, par value $0.01 per share, dated May 29, 2013 (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A dated May 30, 2013, incorporated herein by reference).
3.4
Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.20% Series F Cumulative Preferred Stock, par value $0.01 per share, dated October 7, 2016 (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A dated October 11, 2016, incorporated herein by reference).
3.5
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).
3.6
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)
.
3.7
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).
70
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
Specimen certificate representing the 6.625% Series D 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 dated February 22, 2012 and filed with the Securities and Exchange Commission on February 22, 2012, and incorporated herein by reference).
4.4
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).
4.5
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 and filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
4.6
Form of 5.500% Notes due 2021 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
4.7
Form of Eleventh Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.800% Notes due 2022 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
4.8
Form of 3.800% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
4.9
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).
4.1
Form of 3.300% Notes due 2022 (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).
4.11
Specimen certificate representing the 5.70% 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).
4.12
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).
4.13
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).
4.14
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).
71
4.15
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).
4.16
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).
4.17
Specimen certificate representing the 5.20% Series F 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 October 11, 2016 and incorporated herein by reference).
4.18
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 October 11, 2016 and incorporated herein by reference).
4.19
Form of Fifteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.60% Notes due 2026 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on December 12, 2016, and incorporated herein by reference).
4.20
Form of 3.60% Notes due 2026 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on December 12, 2016, and incorporated herein by reference).
4.21
Form of Sixteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.50% Notes due 2027 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 19, 2017, and incorporated herein by reference).
4.22
Form of 3.50% Notes due 2027 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 19, 2017, 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).
72
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 1, 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).
10.21
Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed as exhibit 10.21 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2016, and incorporated herein by reference).
10.22
Form of Restricted Award Agreement - Service - Non-Executives between NNN and the Participant of NNN (filed as exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2016, and incorporated herein by reference).
73
10.23
Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed as exhibit 10.23 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2016, and incorporated herein by reference).
10.24
Retirement and Transition Agreement, dated as of September 29, 2016, 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 September 30, 2016, and incorporated herein by reference)
.
10.25
Amended and Restated Employment Agreement, dated as of September 29, 2016, between the registrant and Julian Whitehurst (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2016, and incorporated herein by reference).
10.26
2017 Performance Incentive Plan (filed as Annex A to the Registrant’s 2017 Annual Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2017, and incorporated herein by reference).
10.27
Third Amendment to Amended and Restated Credit Agreement, dated as of October 25, 2017, 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 26, 2017, 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 13, 2018 (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, 2017, 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.
74
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
13th day of February, 2018
.
NATIONAL RETAIL PROPERTIES, INC.
By:
/s/ Julian E. Whitehurst
Julian E. Whitehurst
Chief Executive Officer, President and Director
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.
75
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of Craig Macnab, Kevin B. Habicht and Michelle L. Miller as his or her 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/ Julian E. Whitehurst
Chief Executive Officer, President and Director
February 13, 2018
Julian E. Whitehurst
/s/ Robert C. Legler
Chairman of the Board
February 13, 2018
Robert C. Legler
/s/ Pamela K. Beall
Director
February 13, 2018
Pamela K. Beall
/s/ Steven D. Cosler
Director
February 13, 2018
Steven D. Cosler
/s/ Don DeFosset
Director
February 13, 2018
Don DeFosset
/s/ David M. Fick
Director
February 13, 2018
David M. Fick
/s/ Edward J. Fritsch
Director
February 13, 2018
Edward J. Fritsch
/s/ Sam L. Susser
Director
February 13, 2018
Sam L. Susser
/s/ Kevin B. Habicht
Director, Chief Financial Officer (Principal Financial Officer),
Executive Vice President, Assistant Secretary and Treasurer
February 13, 2018
Kevin B. Habicht
/s/ Michelle L. Miller
Chief Accounting Officer (Principal Accounting Officer) and Executive Vice President
February 13, 2018
Michelle L. Miller
76
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 5.70% Series E Cumulative Preferred Stock, par value $0.01 per share, dated May 29, 2013 (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A dated May 30, 2013, incorporated herein by reference).
3.4
Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.20% Series F Cumulative Preferred Stock, par value $0.01 per share, dated October 7, 2016 (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A dated October 11, 2016, incorporated herein by reference).
3.5
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).
3.6
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)
.
3.7
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
Specimen certificate representing the 6.625% Series D 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 dated February 22, 2012 and filed with the Securities and Exchange Commission on February 22, 2012, and incorporated herein by reference).
4.4
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).
4.5
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 and filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
4.6
Form of 5.500% Notes due 2021 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
4.7
Form of Eleventh Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.800% Notes due 2022 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
77
4.8
Form of 3.800% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
4.9
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).
4.10
Form of 3.300% Notes due 2022 (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).
4.11
Specimen certificate representing the 5.70% 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).
4.12
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).
4.13
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).
4.14
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).
4.15
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).
4.16
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).
4.17
Specimen certificate representing the 5.20% Series F 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 October 11, 2016 and incorporated herein by reference).
4.18
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 October 11, 2016 and incorporated herein by reference).
4.19
Form of Fifteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.60% Notes due 2026 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on December 12, 2016, and incorporated herein by reference).
4.20
Form of 3.60% Notes due 2026 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on December 12, 2016, and incorporated herein by reference).
4.21
Form of Sixteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.50% Notes due 2027 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 19, 2017, and incorporated herein by reference).
4.22
Form of 3.50% Notes due 2027 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 19, 2017, and incorporated herein by reference).
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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).
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 1, 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).
79
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).
10.21
Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed as exhibit 10.21 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2016, and incorporated herein by reference).
10.22
Form of Restricted Award Agreement - Service - Non-Executives between NNN and the Participant of NNN (filed as exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2016, and incorporated herein by reference).
10.23
Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed as exhibit 10.23 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2016, and incorporated herein by reference).
10.24
Retirement and Transition Agreement, dated as of September 29, 2016, 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 September 30, 2016, and incorporated herein by reference)
.
10.25
Amended and Restated Employment Agreement, dated as of September 29, 2016, between the registrant and Julian Whitehurst (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2016, and incorporated herein by reference).
10.26
2017 Performance Incentive Plan (filed as Annex A to the Registrant’s 2017 Annual Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2017, and incorporated herein by reference).
10.27
Third Amendment to Amended and Restated Credit Agreement, dated as of October 25, 2017, 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 26, 2017, 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 13, 2018 (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).
80
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, 2017, 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, 2017
(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
$
431
1999
12/98
(g)
40
Austin, TX
—
259
1,361
—
—
259
1,361
1,620
333
1985
11/11
25
Austin, TX
—
900
3,571
—
—
900
3,571
4,471
625
2004
11/11
35
Austin, TX
—
1,101
2,987
—
—
1,101
2,987
4,088
523
2006
11/11
35
Beaumont, TX
—
115
1,543
—
—
115
1,543
1,658
315
1996
11/11
30
Beaumont, TX
—
239
2,031
—
—
239
2,031
2,270
355
2002
11/11
35
Beaumont, TX
—
124
2,968
—
—
124
2,968
3,092
606
1996
11/11
30
Bloomington, TX
—
38
3,093
—
—
38
3,093
3,131
758
1985
11/11
25
Bryan, TX
—
479
3,561
—
—
479
3,561
4,040
727
2000
11/11
30
Canyon Lake, TX
—
144
1,830
—
—
144
1,830
1,974
448
1977
11/11
25
Cedar Park, TX
—
833
1,705
—
—
833
1,705
2,538
298
2002
11/11
35
College Station, TX
—
393
3,342
—
—
393
3,342
3,735
682
2000
11/11
30
Corpus Christi, TX
—
661
2,624
—
—
661
2,624
3,285
536
1999
11/11
30
Corpus Christi, TX
—
383
3,093
—
—
383
3,093
3,476
541
2006
11/11
35
Corpus Christi, TX
—
450
1,370
—
—
450
1,370
1,820
280
1996
11/11
30
Corpus Christi, TX
—
412
2,356
—
—
412
2,356
2,768
481
1999
11/11
30
Edinburg, TX
—
431
2,193
—
—
431
2,193
2,624
448
1999
11/11
30
Edna, TX
—
67
1,897
—
—
67
1,897
1,964
465
1976
11/11
25
Harlingen, TX
—
230
2,356
—
—
230
2,356
2,586
481
2000
11/11
30
Kingsland, TX
—
153
2,691
—
—
153
2,691
2,844
659
1972
11/11
25
Kingsville, TX
—
163
1,485
—
—
163
1,485
1,648
364
1990
11/11
25
Laredo, TX
—
938
5,829
—
—
938
5,829
6,767
1,190
1995
11/11
30
Laredo, TX
—
441
1,935
—
—
441
1,935
2,376
339
2002
11/11
35
Laredo, TX
—
335
2,509
—
—
335
2,509
2,844
512
1999
11/11
30
Laredo, TX
—
412
1,476
—
—
412
1,476
1,888
301
2001
11/11
30
Laredo, TX
—
421
3,016
—
—
421
3,016
3,437
616
1998
11/11
30
Mercedes, TX
—
556
1,523
—
—
556
1,523
2,079
311
1998
11/11
30
Palacios, TX
—
29
1,667
—
—
29
1,667
1,696
409
1984
11/11
25
Pflugerville, TX
—
996
2,336
—
—
996
2,336
3,332
409
2002
11/11
35
Portland, TX
—
488
4,710
—
—
488
4,710
5,198
962
1999
11/11
30
Rio Bravo, TX
—
355
1,351
—
—
355
1,351
1,706
236
2002
11/11
35
Rockport, TX
—
660
4,269
—
—
660
4,269
4,929
747
2008
11/11
35
Round Rock, TX
—
661
1,140
—
—
661
1,140
1,801
233
2000
11/11
30
San Antonio, TX
—
441
1,313
—
—
441
1,313
1,754
268
1999
11/11
30
San Juan, TX
—
565
1,179
—
—
565
1,179
1,744
241
1999
11/11
30
Victoria, TX
—
431
2,298
—
—
431
2,298
2,729
469
1986
11/11
30
Victoria, TX
—
259
2,346
—
—
259
2,346
2,605
479
1984
11/11
30
West Orange, TX
—
220
2,088
—
—
220
2,088
2,308
426
1993
11/11
30
Winnie, TX
—
115
4,566
—
—
115
4,566
4,681
799
2002
11/11
35
Austin, TX
—
612
3,061
—
—
612
3,061
3,673
617
1999
12/11
30
Austin, TX
—
756
2,870
—
—
756
2,870
3,626
578
1999
12/11
30
Austin, TX
—
679
1,905
—
—
679
1,905
2,584
384
1999
12/11
30
Austin, TX
—
861
3,004
—
—
861
3,004
3,865
605
2001
12/11
30
Austin, TX
—
775
4,677
—
—
775
4,677
5,452
942
1996
12/11
30
Austin, TX
—
689
1,732
—
—
689
1,732
2,421
349
1999
12/11
30
Austin, TX
—
880
1,790
—
—
880
1,790
2,670
360
1998
12/11
30
Austin, TX
—
1,215
4,524
—
—
1,215
4,524
5,739
781
2004
12/11
35
Austin, TX
—
938
1,436
—
—
938
1,436
2,374
289
1998
12/11
30
Austin, TX
—
488
2,163
—
—
488
2,163
2,651
436
2000
12/11
30
Austin, TX
—
612
2,775
—
—
612
2,775
3,387
559
1999
12/11
30
Cedar Park, TX
—
536
1,914
—
—
536
1,914
2,450
385
1999
12/11
30
San Antonio, TX
—
469
2,727
—
—
469
2,727
3,196
549
1998
12/11
30
San Antonio, TX
—
632
1,991
—
—
632
1,991
2,623
401
2001
12/11
30
San Antonio, TX
—
545
3,148
—
—
545
3,148
3,693
634
1999
12/11
30
San Antonio, TX
—
603
2,048
—
—
603
2,048
2,651
412
1999
12/11
30
San Antonio, TX
—
679
2,937
—
—
679
2,937
3,616
592
1999
12/11
30
San Antonio, TX
—
631
2,851
—
—
631
2,851
3,482
574
1999
12/11
30
San Antonio, TX
—
909
1,359
—
—
904
1,359
2,263
274
1999
12/11
30
San Antonio, TX
—
919
2,344
—
—
919
2,344
3,263
405
2002
12/11
35
San Antonio, TX
—
411
2,555
—
—
411
2,555
2,966
515
1999
12/11
30
San Antonio, TX
—
412
2,010
—
—
412
2,010
2,422
405
1999
12/11
30
San Antonio, TX
—
517
2,670
—
—
517
2,670
3,187
538
1999
12/11
30
San Antonio, TX
—
947
2,535
—
—
947
2,535
3,482
511
1999
12/11
30
San Antonio, TX
—
899
2,593
—
—
899
2,593
3,492
448
2002
12/11
35
San Antonio, TX
—
766
1,474
—
—
766
1,474
2,240
297
1999
12/11
30
San Antonio, TX
—
985
3,253
—
—
976
3,253
4,229
655
1999
12/11
30
Universal City, TX
—
699
1,675
—
—
699
1,675
2,374
337
2001
12/11
30
Belpre, OH
—
408
759
—
—
408
759
1,167
105
1990
07/14
25
Charleston, WV
—
689
974
—
—
689
974
1,663
112
1970
07/14
30
Charleston, WV
—
549
729
—
—
549
729
1,278
84
1995
07/14
30
Clarksburg, WV
—
390
613
—
—
390
613
1,003
85
1978
07/14
25
Mannington, WV
—
218
745
—
—
218
745
963
86
1996
07/14
30
N. Belle Vernon, PA
—
438
1,165
—
—
438
1,165
1,603
161
1996
07/14
25
New Castle, PA
—
292
617
—
—
292
617
909
71
1983
07/14
30
Parkersburg, WV
—
298
782
—
—
298
782
1,080
108
1988
07/14
25
Parkersburg, WV
—
422
739
—
—
422
739
1,161
85
1985
07/14
30
Weston, WV
—
114
583
—
—
114
583
697
67
1995
07/14
30
Aaron's:
Memphis, TN
—
820
—
2,598
—
820
2,598
3,418
1,242
1998
12/97
(g)
40
Academy:
Franklin, TN
—
1,807
2,108
—
—
1,589
2,108
3,697
881
1999
06/05
30
Baton Rouge, LA
—
1,511
4,861
—
—
1,511
4,861
6,372
89
2003
07/17
25
Ace Hardware and Lighting:
Bourbonnais, IL
—
298
1,329
—
—
298
1,329
1,627
585
1997
11/98
37
Advance Auto Parts:
Miami, FL
—
867
—
1,035
—
867
1,035
1,902
325
2005
12/04
(g)
40
Richmond, VA
—
193
1,268
—
—
193
1,268
1,461
164
2008
02/14
30
Adventure Landing:
Jacksonville Beach, FL
—
3,615
5,636
—
—
3,615
5,636
9,251
2,148
1995
04/11
30
Jacksonville, FL
—
721
861
—
—
721
861
1,582
465
1983
04/11
25
Raleigh, NC
—
1,841
3,124
—
—
1,841
3,124
4,965
1,149
1989
04/11
25
St. Augustine, FL
—
797
289
—
—
797
289
1,086
227
1999
04/11
30
Tonawanda, NY
—
205
927
—
—
205
927
1,132
491
1991
04/11
25
Affordable Care:
Asheville, NC
—
467
576
—
—
467
576
1,043
66
2005
07/14
30
Conover, NC
—
187
623
—
—
187
623
810
72
2002
07/14
30
Poland, OH
—
231
650
—
—
231
650
881
90
2001
07/14
25
Wilmington, NC
—
398
565
—
—
398
565
963
65
2002
07/14
30
Ajuua Mexican Restaurant:
Aurora, CO
—
1,168
1,105
22
—
1,168
1,127
2,295
464
2000
06/05
30
Aldi:
Cutler Bay, FL
—
989
1,479
205
—
989
1,684
2,673
845
1995
06/96
40
All Star Sports:
Wichita, KS
—
3,275
1,631
167
—
3,275
1,798
5,073
459
1988
05/07
40
Wichita, KS
—
1,551
965
152
—
1,551
1,117
2,668
280
1987
05/07
40
Amazing Jake's:
Plano, TX
—
5,705
17,049
18
—
5,705
17,067
22,772
4,610
1982
07/08
35
AMC Theatres:
Bloomington, IN
—
2,338
4,000
—
—
2,338
4,000
6,338
1,647
1987
09/07
25
Brighton, CO
—
1,070
5,491
3,000
—
1,070
8,491
9,561
1,510
2005
09/07
40
Castle Rock, CO
—
2,905
5,002
—
—
2,905
5,002
7,907
1,287
2005
09/07
40
Evansville, IN
—
1,300
4,269
3,400
—
1,300
7,669
8,969
1,414
1999
09/07
35
Galesburg, IL
—
1,205
2,441
—
—
1,205
2,441
3,646
628
2003
09/07
40
Machesney Park, IL
—
3,018
8,770
—
—
3,018
8,770
11,788
2,256
2005
09/07
40
Michigan City, IN
—
1,996
8,422
—
—
1,996
8,422
10,418
2,167
2005
09/07
40
Muncie, IN
—
1,243
5,512
1,200
—
1,243
6,712
7,955
1,426
2005
09/07
40
Naperville, IL
—
6,141
11,624
—
—
6,141
11,624
17,765
2,991
2006
09/07
40
New Lenox, IL
—
6,778
10,980
—
—
6,778
10,980
17,758
2,825
2004
09/07
40
Chicago, IL
—
7,257
10,955
—
—
7,257
10,955
18,212
2,727
2007
01/08
40
Johnson Creek, WI
—
1,433
3,932
—
—
1,433
3,932
5,365
1,119
1997
01/08
35
Lake Delton, WI
—
2,063
8,366
—
—
2,063
8,366
10,429
2,380
1999
01/08
35
Quincy, IL
—
1,297
2,850
—
—
1,297
2,850
4,147
811
1982
01/08
35
Schererville, IN
—
6,619
14,225
—
—
6,619
14,225
20,844
4,722
1996
01/08
30
West Jordan, UT
—
3,302
245
3,117
—
3,302
3,362
6,664
213
2015
05/15
(m)
30
American Auto Auction:
El Paso, TX
—
2,858
1,133
—
—
2,858
1,133
3,991
70
1987
06/16
25
Jenison, MI
—
1,334
3,513
—
—
1,334
3,513
4,847
170
1984
10/16
25
Lubbock, TX
—
301
1,507
—
—
301
1,507
1,808
68
1980
11/16
25
American Family Care:
Mobile, AL
—
843
562
348
—
843
910
1,753
295
1997
12/01
40
Alcoa, TN
—
1,221
—
1,730
—
1,221
1,730
2,951
186
2013
12/12
(m)
40
Cullman, AL
—
541
—
1,517
—
541
1,517
2,058
160
2013
12/12
(m)
40
Decatur, AL
—
460
1,283
—
—
460
1,283
1,743
185
2010
12/12
35
Nashville, TN
—
377
—
1,403
—
377
1,403
1,780
142
2013
12/12
(m)
40
Pace, FL
—
738
—
1,459
—
738
1,459
2,197
153
2013
12/12
(m)
40
Woodstock, GA
—
563
—
1,653
—
563
1,653
2,216
160
2014
12/12
(m)
40
Fairhope, AL
—
(l)
1,929
—
—
(l)
1,929
1,929
235
2012
02/13
40
Dothan, AL
—
667
—
1,400
—
667
1,400
2,067
150
2013
02/13
(m)
40
Auburn, AL
—
663
—
1,835
—
663
1,835
2,498
185
2013
03/13
(m)
40
Milton, GA
—
577
1,526
—
—
577
1,526
2,103
183
2012
03/13
40
Roswell, GA
—
814
—
1,851
—
816
1,851
2,667
156
2014
04/13
(m)
40
Marietta, GA
—
432
—
1,846
—
432
1,846
2,278
179
2014
04/13
(m)
40
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:
Mt. Juliet, TN
—
875
1,566
—
—
875
1,566
2,441
175
2013
07/13
40
Chattanooga, TN
—
469
—
1,626
—
469
1,626
2,095
157
2014
07/13
(m)
40
Columbus, GA
—
550
—
1,520
—
550
1,520
2,070
147
2014
07/13
(m)
40
Birmingham, AL
—
445
—
1,640
—
445
1,640
2,085
162
2005
08/13
(o)
40
Hendersonville, TN
—
660
1,640
—
—
660
1,640
2,300
169
2013
11/13
40
Calera, AL
—
606
—
1,673
—
606
1,673
2,279
145
2014
12/13
(m)
40
Spring Hill, TN
—
589
—
1,718
—
589
1,718
2,307
138
2014
02/14
(m)
40
Athens, AL
—
497
—
1,834
—
497
1,834
2,331
139
2014
03/14
(m)
40
Panama City Beach, FL
—
995
—
1,745
—
995
1,745
2,740
136
2014
04/14
(m)
40
Gadsden, AL
—
527
—
1,565
—
527
1,565
2,092
119
2014
05/14
40
Knoxville, TN
—
2,021
—
2,014
—
2,021
2,014
4,035
120
2015
08/14
(m)
40
Fort Oglethorpe, GA
—
736
—
1,832
—
736
1,832
2,568
120
2015
08/14
(m)
40
Enterprise, AL
—
570
—
1,703
—
570
1,703
2,273
94
2015
01/15
(m)
40
American Freight:
Glen Allen, VA
—
889
1,948
—
—
889
1,948
2,837
1,051
1996
05/96
40
American Retail Service:
Lincoln City, OR
—
1,099
1,560
—
—
1,099
1,560
2,659
315
1973
12/12
25
Salem, OR
—
433
1,627
735
—
433
2,362
2,795
349
1999
12/12
(o)
40
Yuma, AZ
—
1,118
1,878
—
—
1,118
1,878
2,996
379
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
86
1980
12/05
40
Amscot:
Tampa, FL
—
1,160
352
—
—
1,160
352
1,512
108
1981
10/05
40
Orlando, FL
—
764
—
891
—
764
891
1,655
256
2006
12/05
40
Orlando, FL
—
664
1,011
—
—
664
983
1,647
279
2006
12/05
(g)
40
Orlando, FL
—
358
—
900
—
358
900
1,258
260
2006
02/06
(g)
40
Orlando, FL
—
546
—
872
—
546
872
1,418
255
2006
02/06
(g)
40
Clearwater, FL
—
456
332
—
—
456
332
788
94
1967
09/06
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:
Applebee's:
Ballwin, MO
—
1,496
1,404
47
—
1,496
1,450
2,946
565
1995
12/01
40
Cincinnati, OH
—
312
898
—
—
312
898
1,210
221
2002
08/10
30
Crestview Hills, KY
—
1,069
1,367
—
—
1,069
1,367
2,436
403
1993
08/10
25
Danville, KY
—
641
1,645
—
—
641
1,645
2,286
404
2003
08/10
30
Florence, KY
—
1,075
1,488
—
—
1,075
1,488
2,563
439
1988
08/10
25
Frankfort, KY
—
862
1,610
—
—
862
1,610
2,472
396
1993
08/10
30
Georgetown, KY
—
809
1,437
—
—
809
1,437
2,246
353
2001
08/10
30
Hilliard, OH
—
808
1,846
—
—
808
1,846
2,654
454
1998
08/10
30
Maysville, KY
—
513
1,387
—
—
513
1,387
1,900
292
2005
08/10
35
Nicholasville, KY
—
454
1,077
—
—
454
1,077
1,531
265
2000
08/10
30
Troy, OH
—
645
862
—
—
645
862
1,507
254
1996
08/10
25
Grove City, OH
—
511
1,415
—
—
511
1,415
1,926
340
1990
10/10
30
Kettering, OH
—
359
1,043
—
—
359
1,043
1,402
215
2005
10/10
35
Mesa, AZ
—
974
1,514
—
—
974
1,514
2,488
364
1992
10/10
30
Mt. Sterling, KY
—
510
1,392
—
—
510
1,392
1,902
287
2000
10/10
35
Phoenix, AZ
—
781
1,456
—
—
781
1,456
2,237
350
1995
10/10
30
Phoenix, AZ
—
458
1,099
—
—
458
1,099
1,557
226
2004
10/10
35
Angola, IN
—
478
1,533
—
—
478
1,533
2,011
151
2002
07/14
35
Arby's:
Colorado Springs, CO
—
206
534
—
—
206
534
740
214
1998
12/01
40
Thomson, GA
—
268
504
—
—
268
504
772
202
1997
12/01
40
Washington Courthouse, OH
—
157
546
—
—
157
546
703
219
1998
12/01
40
Whitmore Lake, MI
—
171
469
—
—
171
469
640
188
1993
12/01
40
Indianapolis, IN
—
285
686
—
—
285
686
971
79
1998
07/14
30
Indianapolis, IN
—
456
830
—
—
456
830
1,286
82
2005
07/14
35
Madison, GA
—
242
697
—
—
242
697
939
80
1985
02/15
25
Muncie, IN
—
400
876
—
—
400
876
1,276
82
1995
03/15
30
Gordonsville, TN
—
408
1,077
—
—
408
1,077
1,485
73
2009
12/15
30
ARCO ampm:
Casa Grande, AZ
—
2,340
1,894
83
—
2,340
1,905
4,245
532
1993
05/08
35
Gilbert, AZ
—
1,317
1,304
85
—
1,166
1,325
2,491
379
1996
05/08
35
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:
Globe, AZ
—
762
2,148
114
—
762
2,180
2,942
623
1998
05/08
35
Mesa, AZ
—
2,219
2,140
89
—
2,219
2,170
4,389
545
2000
05/08
40
Mesa, AZ
—
1,332
1,367
92
—
1,156
1,385
2,541
457
1986
05/08
30
Prescott, AZ
—
1,266
1,261
118
—
1,266
1,294
2,560
380
1997
05/08
35
Scottsdale, AZ
—
1,529
1,373
240
—
1,529
1,451
2,980
455
1999
05/08
35
Sedona, AZ
—
1,281
1,324
107
—
1,281
1,345
2,626
340
2000
05/08
40
Tucson, AZ
—
1,105
1,336
111
—
1,105
1,358
2,463
389
1992
05/08
35
Tucson, AZ
—
1,457
1,619
125
—
1,457
1,651
3,108
477
1995
05/08
35
Tucson, AZ
—
1,083
1,599
86
—
1,083
1,620
2,703
461
1992
05/08
35
Tucson, AZ
—
1,223
1,911
102
—
1,223
1,932
3,155
547
1996
05/08
35
Soldotna, AK
—
180
891
—
—
180
891
1,071
123
1985
07/14
25
Ashley Furniture:
Altamonte Springs, FL
—
2,906
4,877
315
—
2,906
5,192
8,098
2,612
1997
09/97
40
Florissant, MO
—
896
1,057
3,058
—
899
4,113
5,012
890
1996
04/03
(g)
40
Louisville, KY
—
1,667
4,989
—
—
1,667
4,989
6,656
1,596
2005
03/05
40
At Home:
Douglasville, GA
—
1,588
3,916
—
—
1,588
3,916
5,504
1,085
1987
06/12
20
Humble, TX
—
3,559
5,046
—
—
3,559
5,046
8,605
1,119
2001
06/12
25
Noblesville, IN
—
1,870
4,241
—
—
1,870
4,241
6,111
1,175
1995
06/12
20
Sandston, VA
—
1,972
6,599
—
—
1,972
6,599
8,571
1,463
1996
06/12
25
Greensboro, NC
—
2,121
6,460
—
—
2,121
6,460
8,581
1,086
1998
12/12
30
Greenville, SC
—
1,892
5,404
—
—
1,727
5,404
7,131
729
1996
08/14
25
Hilliard, OH
—
1,747
4,642
—
—
1,836
4,514
6,350
579
1994
10/14
25
San Antonio, TX
—
3,818
5,922
—
—
3,818
5,922
9,740
502
1999
06/15
30
AT&T:
Cincinnati, OH
—
297
443
347
—
312
775
1,087
296
1999
06/98
40
Auto Solution:
Albuquerque, NM
—
1,113
—
1,443
—
1,113
1,443
2,556
446
2005
04/04
(f)
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:
AutoZone:
Homestead, PA
—
500
—
105
—
605
(i)
605
(i)
(i)
02/97
(i)
Babies R Us:
Arlington, TX
—
831
2,612
—
—
831
2,612
3,443
1,404
1996
06/96
40
Bandana's BBQ:
St. Peters, MO
—
318
640
—
—
318
640
958
74
1981
02/15
25
BankUnited:
Orlando, FL
—
257
287
—
—
257
72
329
16
1988
07/92
30
Bar Louie:
Rochester, NY
—
792
1,535
204
—
792
1,739
2,531
417
1995
06/07
40
Barnes & Noble:
Brandon, FL
—
1,476
1,527
—
—
1,476
1,527
3,003
877
1995
08/94
(f)
40
Glendale, CO
—
3,245
2,722
—
—
3,245
2,722
5,967
1,582
1994
09/94
40
Houston, TX
—
3,308
2,396
—
—
3,308
2,396
5,704
1,333
1995
10/94
(f)
40
Plantation, FL
—
3,616
3,498
—
—
3,616
960
4,576
135
1996
05/95
(f)
30
Freehold, NJ (n)
—
2,917
2,261
—
—
2,917
2,261
5,178
1,239
1995
01/96
40
Dayton, OH
—
1,413
3,325
—
—
1,413
3,325
4,738
1,697
1996
05/97
40
Redding, CA
—
497
1,626
—
—
497
1,626
2,123
835
1997
06/97
40
Memphis, TN
—
1,574
2,242
—
—
1,574
2,242
3,816
780
1997
09/97
40
Marlton, NJ
—
2,831
4,319
—
—
2,709
4,319
7,028
2,065
1995
11/98
40
Batteries Plus Bulbs:
Sunrise, FL
—
287
424
41
—
287
465
752
148
1979
05/04
40
Bealls:
Sarasota, FL
—
1,078
1,795
90
—
1,078
1,885
2,963
655
1996
09/97
40
Beautiful America Dry Cleaners:
Orlando, FL
—
40
111
—
—
40
111
151
38
2001
02/04
40
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:
Bed Bath & Beyond:
Glen Allen, VA
—
1,184
2,843
179
—
1,184
3,021
4,205
1,150
1997
06/98
40
Glendale, AZ
—
1,082
—
2,758
—
1,082
2,758
3,840
1,273
1999
12/98
(g)
40
Midland, MI
—
231
—
2,705
—
231
2,705
2,936
753
2006
07/03
40
Colonie, NY
—
3,119
4,130
—
—
3,119
4,130
7,249
465
1967
08/14
30
Best Buy:
Brandon, FL
—
2,985
2,772
—
—
2,985
2,772
5,757
1,447
1996
02/97
40
Cuyahoga Falls, OH
—
3,709
2,359
—
—
3,709
2,359
6,068
1,212
1988
06/97
40
Rockville, MD
—
6,233
3,419
—
—
6,233
3,419
9,652
1,749
1995
07/97
40
Fairfax, VA
—
3,052
3,218
—
—
3,052
3,218
6,270
1,639
1995
08/97
40
St. Petersburg, FL
—
4,032
2,611
—
—
4,032
2,611
6,643
1,163
1997
09/97
35
North Fayette, PA
—
2,331
2,293
—
—
2,331
2,293
4,624
1,120
1997
06/98
40
Denver, CO
—
8,882
4,373
—
—
8,882
4,373
13,255
1,808
1991
06/01
40
Albuquerque, NM
—
2,157
3,132
—
—
2,157
3,132
5,289
788
1992
09/11
25
Arlington, TX
—
1,372
3,890
—
—
1,372
3,890
5,262
979
1991
09/11
25
Beaumont, TX (n)
—
614
2,177
—
—
614
2,177
2,791
685
1992
09/11
20
Fort Collins, CO
—
2,054
3,346
—
—
2,054
3,346
5,400
842
1992
09/11
25
Fort Worth, TX
—
687
2,177
—
—
687
2,177
2,864
457
1992
09/11
30
Houston, TX
—
1,409
3,095
—
—
1,409
3,095
4,504
649
1992
09/11
30
Matteson, IL
—
384
2,089
—
—
384
2,089
2,473
657
1992
09/11
20
Nashua, NH
—
1,028
7,052
—
—
1,028
7,052
8,080
1,479
1999
09/11
30
North Attleborough, MA
—
2,761
4,165
—
—
2,761
4,165
6,926
874
1999
09/11
30
Schaumburg, IL
—
3,170
4,784
—
—
3,170
4,784
7,954
1,505
1965
09/11
20
Virginia Beach, VA
—
3,140
4,276
—
—
3,140
4,276
7,416
897
1999
09/11
30
Big Lots:
Dover, NJ
—
1,138
3,238
732
—
1,138
3,970
5,108
1,703
1995
11/98
40
BJ's Wholesale Club:
Orlando, FL
—
3,271
8,627
357
—
3,258
8,963
12,221
3,069
2001
02/04
40
Fairfax, VA
—
6,792
14,941
—
—
6,792
14,941
21,733
3,134
1992
09/11
30
Hamilton, NJ
—
3,166
29,373
—
—
3,166
29,373
32,539
5,280
2002
09/11
35
Hialeah, FL
—
4,792
14,067
—
—
4,792
14,067
18,859
2,950
2000
09/11
30
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:
Roxbury, NJ
—
3,040
16,168
—
—
3,040
16,168
19,208
4,069
1993
09/11
25
W. Hartford, CT
—
2,846
14,299
—
—
2,846
14,299
17,145
2,999
1996
09/11
30
Cape Coral, FL
—
2,783
13,710
—
—
2,783
13,710
16,493
819
2005
03/16
30
Voorhees, NJ
—
3,103
14,055
—
—
3,103
14,055
17,158
800
2004
04/16
30
Blend Frozen Yogurt:
Lapeer, MI
—
63
457
—
—
63
436
499
115
2007
10/05
40
BMW:
Duluth, GA
—
4,434
4,080
6,559
—
4,504
10,639
15,143
3,298
1984
12/01
40
Bob Evans:
Amherst, NY
—
422
971
—
—
422
971
1,393
55
1994
04/16
30
Ashland, KY
—
383
913
—
—
383
913
1,296
52
2003
04/16
30
Avon, IN
—
432
609
—
—
414
609
1,023
35
2004
04/16
30
Baltimore, MD
—
1,138
196
—
—
1,138
196
1,334
11
1993
04/16
30
Batavia, NY
—
599
657
—
—
599
657
1,256
37
1996
04/16
30
Beachwood, OH
—
542
108
—
—
542
108
650
6
2004
04/16
30
Beavercreek, OH
—
570
334
—
—
570
334
904
19
2003
04/16
30
Beckley, WV
—
579
824
—
—
579
824
1,403
48
1992
04/16
30
Bel Air, MD
—
911
1,147
—
—
911
1,147
2,058
65
1995
04/16
30
Benton Harbor, MI
—
157
1,079
—
—
157
1,079
1,236
61
1989
04/16
30
Blue Springs, MO
—
550
462
—
—
550
462
1,012
26
1996
04/16
30
Brook Park, OH
—
570
570
—
—
570
570
1,140
32
2002
04/16
30
Camby, IN
—
510
932
—
—
510
932
1,442
53
2002
04/16
30
Canton, MI
—
804
589
—
—
804
589
1,393
34
2003
04/16
30
Canton, MI
—
776
167
—
—
776
167
943
10
2002
04/16
30
Chesterfield Twp, MI
—
746
491
—
—
746
491
1,237
28
2003
04/16
30
Chillicothe, OH
—
334
727
—
—
334
727
1,061
41
1995
04/16
30
Cincinnati, OH
—
500
1,323
—
—
500
1,323
1,823
75
1999
04/16
30
Cincinnati, OH
—
482
295
—
—
482
295
777
17
1997
04/16
30
Clarksville, IN
—
726
794
—
—
726
794
1,520
45
2000
04/16
30
Clearwater, FL
—
520
648
—
—
520
648
1,168
44
1986
04/16
25
Clermont, FL
—
1,011
49
—
—
1,011
49
1,060
3
2006
04/16
30
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:
Coldwater, MI
—
324
1,020
—
—
324
1,020
1,344
70
1995
04/16
25
Columbia, MO
—
491
521
—
—
491
521
1,012
30
1997
04/16
30
Columbus, IN
—
696
1,117
—
—
696
1,117
1,813
55
2005
04/16
35
Columbus, OH
—
647
1,010
—
—
647
1,010
1,657
58
1994
04/16
30
Columbus, OH
—
432
961
—
—
432
961
1,393
66
1985
04/16
25
Corning, NY
—
196
1,412
—
—
196
1,412
1,608
80
1996
04/16
30
Cross Lanes, WV
—
354
600
—
—
354
600
954
41
1987
04/16
25
Dearborn, MI
—
560
579
—
—
560
579
1,139
40
1984
04/16
25
Dublin, OH
—
804
559
—
—
804
559
1,363
32
1996
04/16
30
Dublin, OH
—
697
677
—
—
697
677
1,374
46
1985
04/16
25
Dunkirk, NY
—
392
1,353
—
—
392
1,353
1,745
77
1994
04/16
30
Englewood, OH
—
794
696
—
—
794
696
1,490
48
1985
04/16
25
Erie, PA
—
941
902
—
—
941
902
1,843
62
1990
04/16
25
Erie, PA
—
451
765
—
—
451
765
1,216
44
1998
04/16
30
Fairfield, OH
—
138
776
—
—
138
776
914
44
1999
04/16
30
Fayetteville, WV
—
392
1,285
—
—
392
1,285
1,677
73
2006
04/16
30
Festus, MO
—
451
1,020
—
—
451
1,020
1,471
70
1990
04/16
25
Fort Wayne, IN
—
795
451
—
—
795
451
1,246
26
1997
04/16
30
Fort Wayne, IN
—
765
716
—
—
736
716
1,452
41
2003
04/16
30
Franklin, IN
—
245
1,011
—
—
245
1,011
1,256
58
2003
04/16
30
Frederick, MD
—
491
491
—
—
491
491
982
28
1995
04/16
30
Gahanna, OH
—
755
1,176
—
—
755
1,176
1,931
67
1994
04/16
30
Gaylord, MI
—
618
922
—
—
618
922
1,540
52
1997
04/16
30
Greenfield, IN
—
246
766
—
—
246
766
1,012
44
1994
04/16
30
Greenwood, IN
—
481
883
—
—
481
883
1,364
50
2002
04/16
30
Groveport, OH
—
549
1,078
—
—
549
1,078
1,627
61
2003
04/16
30
Harborcreek, PA
—
510
609
—
—
510
609
1,119
35
2004
04/16
30
Heath, OH
—
363
1,323
—
—
363
1,323
1,686
90
1986
04/16
25
Hillsboro, OH
—
245
1,285
—
—
245
1,285
1,530
73
2004
04/16
30
Holland, OH
—
804
843
—
—
804
843
1,647
58
1987
04/16
25
Indianapolis, IN
—
765
765
—
—
765
765
1,530
52
1985
04/16
25
Indianapolis, IN
—
559
1,088
—
—
559
1,088
1,647
62
2001
04/16
30
Indianapolis, IN
—
569
1,157
—
—
569
1,157
1,726
66
2000
04/16
30
Jackson, MI
—
608
1,029
—
—
608
1,029
1,637
59
2002
04/16
30
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:
Jacksonville, FL
—
696
696
—
—
696
696
1,392
40
2002
04/16
30
Jamestown, NY
—
334
697
—
—
334
697
1,031
40
1995
04/16
30
Lakeland, FL
—
618
540
—
—
618
540
1,158
31
2005
04/16
30
Lancaster, PA
—
647
687
—
—
647
687
1,334
39
1997
04/16
30
Lansing, MI
—
588
873
—
—
588
873
1,461
50
2001
04/16
30
Laurel, MD
—
716
990
—
—
716
990
1,706
56
1998
04/16
30
Lewis Center, OH
—
608
1,049
—
—
608
1,049
1,657
60
2001
04/16
30
Lewisburg, WV
—
354
619
—
—
354
619
973
35
2003
04/16
30
Lexington, KY
—
432
619
—
—
432
619
1,051
35
2001
04/16
30
Linthicum Heights, MD
—
687
755
—
—
687
755
1,442
43
2004
04/16
30
Livonia, MI
—
716
755
—
—
716
755
1,471
52
1982
04/16
25
Logan, WV
—
314
1,285
—
—
314
1,285
1,599
73
1999
04/16
30
Logansport, IN
—
118
1,148
—
—
118
1,148
1,266
65
1994
04/16
30
London, OH
—
235
1,060
—
—
235
1,060
1,295
60
2004
04/16
30
Louisville, KY
—
815
432
—
—
815
432
1,247
25
2003
04/16
30
Madison Heights, MI
—
599
667
—
—
599
667
1,266
38
2000
04/16
30
Mansfield, OH
—
275
1,069
—
—
275
1,069
1,344
61
2005
04/16
30
Marion, IL
—
344
658
—
—
344
658
1,002
37
1997
04/16
30
Marion, IN
—
443
364
—
—
443
364
807
21
1996
04/16
30
Martinsburg, WV
—
815
491
—
—
815
491
1,306
28
1992
04/16
30
Maumee, OH
—
766
295
—
—
766
295
1,061
17
2000
04/16
30
Medina, OH
—
402
922
—
—
402
922
1,324
63
1988
04/16
25
Mentor, OH
—
667
1,039
—
—
667
1,039
1,706
59
1995
04/16
30
Merrillville, IN
—
942
422
—
—
942
422
1,364
24
2004
04/16
30
Moon Township, PA
—
452
521
—
—
452
521
973
36
1984
04/16
25
Morgantown, WV
—
1,000
990
—
—
1,000
990
1,990
56
1992
04/16
30
New Albany, OH
—
539
1,431
—
—
539
1,431
1,970
81
2002
04/16
30
New Castle, PA
—
461
912
—
—
461
912
1,373
52
2005
04/16
30
Ocala, FL
—
608
1,137
—
—
608
1,137
1,745
65
2000
04/16
30
Ocala, FL
—
853
706
—
—
853
706
1,559
40
2005
04/16
30
Oxford, OH
—
294
1,216
—
—
294
1,216
1,510
69
1994
04/16
30
Perrysburg, OH
—
559
990
—
—
559
990
1,549
68
1984
04/16
25
Perrysburg, OH
—
795
363
—
—
795
363
1,158
21
2001
04/16
30
Pickerington, OH
—
519
1,509
—
—
519
1,509
2,028
86
1999
04/16
30
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:
Pittsburgh, PA
—
491
687
—
—
491
687
1,178
47
1985
04/16
25
Port Orange, FL
—
648
491
—
—
648
491
1,139
28
2002
04/16
30
Powell, OH
—
824
706
—
—
824
706
1,530
40
2004
04/16
30
Princeton, WV
—
363
1,255
—
—
363
1,255
1,618
71
1998
04/16
30
Richmond, IN
—
363
1,001
—
—
363
1,001
1,364
49
2003
04/16
35
Rio Grande, OH
—
314
1,333
—
—
314
1,333
1,647
91
1962
04/16
25
Romulus, MI
—
902
628
—
—
902
628
1,530
43
1988
04/16
25
Saginaw, MI
—
648
481
—
—
648
481
1,129
33
1987
04/16
25
Salisbury, MD
—
913
471
—
—
913
471
1,384
27
1997
04/16
30
Somerset, KY
—
245
1,295
—
—
245
1,295
1,540
74
1995
04/16
30
South Bloomfield, OH
—
177
1,236
—
—
177
1,236
1,413
70
2005
04/16
30
South Euclid, OH
—
216
933
—
—
216
933
1,149
46
2012
04/16
35
St. Louis, MO
—
697
589
—
—
697
589
1,286
40
1986
04/16
25
St. Petersburg, FL
—
727
324
—
—
727
324
1,051
22
1986
04/16
25
Stafford, VA
—
764
1,225
—
—
764
1,225
1,989
70
2004
04/16
30
Toledo, OH
—
745
1,225
—
—
745
1,225
1,970
84
1990
04/16
25
Waldorf, MD
—
844
657
—
—
844
657
1,501
37
2004
04/16
30
Washington C H, OH
—
304
923
—
—
304
923
1,227
53
1993
04/16
30
Washington, PA
—
579
501
—
—
579
501
1,080
29
2003
04/16
30
Watertown, NY
—
196
1,461
—
—
196
1,461
1,657
83
1996
04/16
30
Waverly, OH
—
226
1,226
—
—
226
1,226
1,452
70
1995
04/16
30
West Chester, OH
—
765
706
—
—
765
706
1,471
40
1999
04/16
30
Wilmington, OH
—
216
1,392
—
—
216
1,392
1,608
79
1993
04/16
30
Woodhaven, MI
—
511
599
—
—
511
599
1,110
34
2000
04/16
30
Wooster, OH
—
216
1,109
—
—
216
1,109
1,325
63
1995
04/16
30
Zanesville, OH
—
363
746
—
—
363
746
1,109
42
2003
04/16
30
Zanesville, OH
—
314
1,333
—
—
314
1,333
1,647
76
2000
04/16
30
Bob's Discount Furniture:
Merrillville, IN
—
981
—
7,285
—
981
7,285
8,266
296
2016
09/15
(m)
40
Wharton, NJ
—
1,894
4,899
—
—
1,894
4,899
6,793
102
1981
05/17
30
Bonefish:
Mobile, AL
—
801
2,137
—
—
801
2,137
2,938
354
2006
03/12
35
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:
Pensacola, FL
—
734
2,003
—
—
734
2,003
2,737
331
2004
03/12
35
Books-A-Million:
Newark, DE
—
2,394
4,789
33
—
2,366
4,822
7,188
2,759
1994
12/94
40
Bangor, ME
—
1,547
2,487
—
—
1,547
2,487
4,034
1,338
1996
06/96
40
Boot Barn:
Lake Charles, LA
—
652
1,734
—
—
652
1,734
2,386
49
1998
04/17
25
Boston Market:
Geneva, IL
—
653
601
—
—
669
518
1,187
216
1996
12/01
40
North Olmsted, OH
—
602
461
—
—
602
389
991
157
1996
12/01
40
Novi, MI
—
836
651
—
—
836
298
1,134
123
1995
12/01
40
BP:
Jeannette, PA
—
79
235
—
—
79
235
314
32
1995
07/14
25
Buck's:
St. Louis, MO
—
776
—
3,822
—
776
3,822
4,598
832
2009
12/07
(o)
40
Glendale Heights, IL
—
1,662
—
3,101
—
1,662
3,101
4,763
152
2016
03/14
(m)
40
Omaha, NE
—
2,662
—
3,356
—
2,662
3,356
6,018
150
2016
05/15
(m)
40
Council Bluffs, IA
—
374
2,187
386
—
376
2,573
2,949
208
2015
06/15
(m)
30
Buffalo Wild Wings:
Michigan City, IN
—
163
492
—
—
163
492
655
197
1996
12/01
40
Burger King:
Clifton Park, NY
—
199
1,639
—
—
199
1,639
1,838
135
2004
02/15
35
Colorado Springs, CO
—
638
1,047
—
—
638
1,047
1,685
120
1978
02/15
25
Durham, NC (n)
—
604
581
—
—
604
581
1,185
56
2005
02/15
30
Durham, NC (n)
—
566
555
—
—
566
555
1,121
53
1998
02/15
30
Farmington, ME
—
461
708
—
—
461
708
1,169
68
1980
02/15
30
Yakima, WA
—
596
1,110
—
—
596
1,110
1,706
106
1979
02/15
30
Fairfield, OH
—
382
1,146
—
—
382
1,146
1,528
91
1984
03/15
35
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:
Burlington Coat Factory:
Lacey, WA
—
2,777
7,082
3,617
—
2,777
10,700
13,477
4,171
1992
02/97
40
Chesterfield, MO
—
2,742
6,469
147
—
2,742
6,616
9,358
408
2015
04/15
40
Buybacks Entertainment:
Lafayette, LA
—
603
1,149
30
—
603
1,179
1,782
352
1999
12/05
40
C&C Gymnastics:
Augusta, GA
—
177
674
—
—
177
674
851
270
1998
12/01
40
Caliber Collision:
Alvin, TX
—
400
712
—
—
400
712
1,112
245
1984
02/11
20
Galveston, TX
—
361
789
—
—
361
789
1,150
271
1965
02/11
20
Houston, TX
—
348
1,731
—
—
348
1,731
2,079
476
1987
02/11
25
Copperas Cove, TX
—
269
1,436
—
—
269
1,436
1,705
244
1972
01/12
35
Killeen, TX
—
408
2,171
—
—
408
2,171
2,579
517
1986
01/12
25
Austin, TX
—
1,071
3,412
—
—
1,071
3,412
4,483
802
1975
02/12
25
Gilbert, AZ
—
474
1,543
—
—
474
1,543
2,017
289
2003
05/12
30
Spring, TX
—
913
2,307
—
—
913
2,307
3,220
426
2006
06/12
30
Tomball, TX
—
414
1,281
—
—
414
1,281
1,695
203
2009
06/12
35
Edmond, OK
—
472
1,437
—
—
472
1,437
1,909
229
1964
03/13
30
Duluth, GA
—
855
2,791
—
—
855
2,791
3,646
136
1996
07/16
30
San Antonio, TX
—
717
2,768
—
—
717
2,768
3,485
161
1984
07/16
25
Camping World:
Vacaville, CA
—
2,467
6,575
—
—
2,467
6,575
9,042
1,401
2008
07/10
35
North Little Rock, AR
—
1,198
3,348
2,237
—
1,280
5,513
6,793
959
2007
09/10
(m)
35
Strafford, MO
—
1,278
3,694
2,099
—
1,846
5,225
7,071
906
2007
09/10
(o)
35
Avondale, AZ
—
1,976
3,040
3,200
—
1,976
6,239
8,215
1,017
2009
05/11
(o)
35
Mesa, AZ
—
3,972
2,046
981
—
3,975
3,027
7,002
732
1983
05/11
25
Bowling Green, KY
—
584
2,481
—
—
584
2,481
3,065
458
2007
07/11
35
Council Bluffs, IA
—
2,013
2,806
2,187
—
2,955
4,048
7,003
561
2008
07/11
(o)
35
Roanoke, VA
—
2,046
5,050
2,590
—
3,563
6,122
9,685
969
2008
07/11
35
Golden, CO
—
5,516
—
8,175
—
6,446
7,246
13,692
965
2012
10/11
(m)
40
Belleville, MI
—
1,156
2,071
—
—
1,156
2,071
3,227
500
1986
12/11
25
Kissimmee, FL
—
1,578
2,783
—
—
1,578
2,783
4,361
673
1979
12/11
25
La Mirada, CA
—
3,593
911
—
—
3,577
907
4,484
183
1996
12/11
30
Myrtle Beach, SC
—
540
61
—
—
540
61
601
15
1976
12/11
25
Nashville, TN
—
1,155
1,034
5,665
—
3,626
4,235
7,861
673
1985
12/11
(o)
40
Valencia, CA
—
4,788
4,191
—
—
4,766
4,179
8,945
1,010
1980
12/11
25
Calera, AL
—
1,204
3,075
—
—
1,204
3,075
4,279
509
2008
03/12
35
Jacksonville, FL (n)
—
2,343
2,679
—
—
1,289
2,679
3,968
621
1973
03/12
25
Louisville, TN
—
990
554
1,194
—
980
1,748
2,728
220
1977
03/12
(o)
40
Winter Garden, FL
—
1,173
3,178
—
—
1,173
3,178
4,351
613
1973
03/12
30
Cocoa, FL
—
1,194
1,876
—
—
1,194
1,876
3,070
341
1981
07/12
30
Dover, FL
—
2,431
9,658
3,047
—
5,478
9,658
15,136
1,284
2013
01/13
35
Grain Valley, MO
—
1,210
2,908
3,441
—
2,533
5,026
7,559
450
2003
09/13
(o)
35
Lubbock, TX
—
775
3,998
—
—
775
3,998
4,773
572
1997
09/13
30
Olive Branch, MS
—
3,163
—
3,836
—
3,163
3,836
6,999
332
2014
11/13
(m)
40
Cedar Falls, IA
—
1,924
3,810
1,158
—
1,924
4,968
6,892
583
2004
03/14
(o)
30
Akron, OH
—
1,221
7,868
—
—
1,221
7,868
9,089
879
1991
03/15
25
Anniston, AL
—
3,206
5,328
1,264
—
3,206
6,594
9,800
574
2007
03/15
(o)
30
Richmond, IN
—
1,096
1,424
3,104
—
2,062
3,562
5,624
237
1998
03/15
(o)
35
Marion, NC
—
1,712
5,317
—
—
1,712
5,317
7,029
541
2003
06/15
25
Syracuse, NY
—
1,070
8,573
—
—
1,070
8,573
9,643
726
2001
06/15
30
North Charleston, SC
—
2,444
681
820
—
2,444
1,501
3,945
95
1985
07/15
(o)
25
Jackson, MS
—
1,690
4,241
—
—
1,690
4,241
5,931
252
2015
08/15
40
Davenport, IA
—
1,535
4,498
—
—
1,535
4,498
6,033
94
1992
05/17
30
Thornburg, VA
—
1,698
3,860
—
—
1,698
3,860
5,558
97
1989
05/17
25
Captain D's:
Tupelo, MS
—
360
517
—
—
360
517
877
50
1999
02/15
30
Ft. Worth, TX
—
254
563
—
—
254
563
817
79
1982
03/15
20
Kingsland, GA
—
570
—
844
—
570
844
1,414
41
2015
09/15
(m)
40
Dothan, AL
—
159
1,075
—
—
159
1,075
1,234
73
1985
12/15
30
Boiling Springs, SC
—
214
—
1,181
—
214
1,181
1,395
53
2003
02/16
(o)
40
Hermitage, TN
—
546
348
—
—
546
348
894
24
1976
04/16
25
Easley, SC
—
690
—
794
—
690
794
1,484
22
2016
06/16
(m)
40
Augusta, GA
—
288
268
—
—
288
268
556
13
1985
10/16
25
Augusta, GA
—
296
1,274
—
—
296
1,274
1,570
44
2014
10/16
35
Augusta, GA
—
227
1,136
—
—
227
1,136
1,363
55
1993
10/16
25
Augusta, GA
—
573
869
—
—
573
869
1,442
42
1986
10/16
25
Eastman, GA
—
228
693
—
—
228
693
921
33
1987
10/16
25
Fort Valley, GA
—
208
841
—
—
208
841
1,049
25
1987
10/16
40
Macon, GA
—
237
1,303
—
—
237
1,303
1,540
63
1982
10/16
25
Perry, GA
—
247
1,353
—
—
247
1,353
1,600
65
1972
10/16
25
Baton Rouge, LA
—
890
—
864
—
890
864
1,754
12
2017
12/16
(m)
40
Columbia, SC
—
252
756
—
—
252
756
1,008
29
1976
01/17
25
Canton, GA
—
456
753
—
—
456
753
1,209
24
1984
03/17
25
Milwaukee, WI
—
300
—
—
—
300
(e)
300
(e)
(e)
03/17
(o)
(e)
Lugoff, SC
—
255
963
—
—
255
963
1,218
23
2003
04/17
30
North Augusta, SC
—
265
1,060
—
—
265
1,060
1,325
25
1993
04/17
30
Orangeburg, SC
—
343
1,588
—
—
343
1,588
1,931
45
1988
04/17
25
Sumter, SC
—
403
717
—
—
403
717
1,120
17
2006
04/17
30
Crestview, FL
—
383
874
—
—
383
874
1,257
13
1989
08/17
25
Cardenas Markets:
Palo Alto, CA
—
2,272
3,405
28
—
2,272
3,433
5,705
1,607
1998
12/98
(f)
40
Carl's Jr.:
Spokane, WA (n)
—
471
530
—
—
471
530
1,001
213
1996
12/01
40
Chandler, AZ
—
729
644
—
—
729
644
1,373
404
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
1,074
2014
11/13
(m)
40
Montgomery, AL
—
1,686
11,156
—
—
1,686
11,156
12,842
918
2014
09/14
40
Albuquerque, NM
—
1,474
—
10,301
—
1,474
10,301
11,775
569
2015
11/14
(m)
40
CarQuest:
Abbeville, LA
—
23
148
—
—
23
148
171
52
1970
12/10
20
Abbotsford, WI
—
56
163
—
—
56
163
219
46
1984
12/10
25
Aberdeen, SD (n)
—
71
329
—
—
71
329
400
116
1961
12/10
20
Addison, IL
—
76
314
—
—
76
314
390
88
1971
12/10
25
Alsip, IL
—
57
323
—
—
57
323
380
114
1972
12/10
20
Anaconda, MT
—
35
307
—
—
35
307
342
108
1965
12/10
20
Ann Arbor, MI (n)
—
25
241
—
—
25
241
266
85
1970
12/10
20
Antigo, WI
—
96
294
—
—
96
294
390
69
1998
12/10
30
Appleton, WI
—
85
438
—
—
85
438
523
103
1995
12/10
30
Arden, NC
—
42
281
—
—
42
281
323
79
1989
12/10
25
Baker, MT
—
12
140
—
—
12
140
152
49
1965
12/10
20
Bakersfield, CA
—
77
484
—
—
77
484
561
170
1945
12/10
20
Bangor, ME
—
51
339
—
—
51
339
390
95
1985
12/10
25
Bangor, ME (n)
—
53
356
—
—
53
356
409
167
1945
12/10
15
Bartlett, TN
—
40
293
—
—
40
293
333
82
1989
12/10
25
Bay City, MI
—
14
100
—
—
14
100
114
47
1942
12/10
15
Bay City, MI
—
41
282
—
—
41
282
323
80
1989
12/10
25
Bay City, MI
—
106
521
—
—
106
521
627
245
1920
12/10
15
Bend, OR (n)
—
125
245
—
—
125
245
370
115
1935
12/10
15
Biddeford, ME
—
60
320
—
—
60
320
380
113
1968
12/10
20
Billings, MT
—
31
188
—
—
31
188
219
53
1970
12/10
25
Bozeman, MT
—
28
257
—
—
28
257
285
91
1964
12/10
20
Brunswick, ME
—
41
254
—
—
41
254
295
72
1985
12/10
25
Bucksport, ME
—
19
114
—
—
19
114
133
40
1976
12/10
20
Burlington, NC
—
47
229
—
—
47
229
276
54
1994
12/10
30
Carol Stream, IL
—
103
515
—
—
103
515
618
181
1960
12/10
20
Chicago, IL
—
83
383
—
—
83
383
466
108
1987
12/10
25
Chippewa Falls, WI
—
33
328
—
—
33
328
361
77
1996
12/10
30
Cody, WY
—
146
253
—
—
96
253
349
59
1999
12/10
30
Colstrip, MT
—
39
275
—
—
39
275
314
77
1981
12/10
25
Connersville, IN
—
28
171
—
—
28
171
199
80
1920
12/10
15
Corapolis, PA
—
74
316
—
—
74
316
390
111
1980
12/10
20
Cut Bank, MT
—
9
115
—
—
9
115
124
40
1937
12/10
20
Devils Lake, ND
—
38
276
—
—
38
276
314
65
1999
12/10
30
Dillon, MT
—
24
204
—
—
24
204
228
72
1973
12/10
20
Dodge City, KS
—
43
166
—
—
43
166
209
78
1948
12/10
15
Eau Claire, WI
—
33
204
—
—
33
204
237
72
1956
12/10
20
Elgin, IL
—
88
311
—
—
88
311
399
110
1965
12/10
20
Enterprise, AL
—
25
184
—
—
25
184
209
52
1988
12/10
25
Escanaba, MI
—
40
283
—
—
40
283
323
80
1982
12/10
25
Evansville, IN
—
60
301
—
—
60
301
361
85
1980
12/10
25
Fairbanks, AK
—
292
545
—
—
292
545
837
110
2003
12/10
35
Gainesville, FL
—
47
362
—
—
47
362
409
170
1957
12/10
15
Glasgow, MT
—
48
275
—
—
48
275
323
97
1972
12/10
20
Great Falls, MT
—
17
173
—
—
17
173
190
61
1967
12/10
20
Greenville, OH
—
63
193
—
—
63
193
256
91
1910
12/10
15
Hamilton, MT
—
24
242
—
—
24
242
266
68
1991
12/10
25
Harlem, MT
—
17
116
—
—
17
116
133
33
1983
12/10
25
Hayward, WI
—
57
333
—
—
57
333
390
94
1980
12/10
25
Helena, MT
—
31
282
—
—
31
282
313
80
1987
12/10
25
Houlton, ME
—
38
219
—
—
38
219
257
154
1915
12/10
10
Irving, TX
—
182
208
—
—
182
208
390
73
1984
12/10
20
Kalispell, MT
—
59
645
—
—
59
645
704
151
1998
12/10
30
Kennedale, TX
—
88
283
—
—
88
283
371
100
1959
12/10
20
Lafayette, LA
—
51
357
—
—
51
357
408
84
1996
12/10
30
Laurel, MS
—
74
202
—
—
74
202
276
95
1959
12/10
15
Lewistown, MT
—
19
180
—
—
19
180
199
51
1964
12/10
25
Livingston, MT
—
34
261
—
—
34
261
295
92
1976
12/10
20
Lufkin, TX
—
94
229
—
—
94
229
323
81
1986
12/10
20
Madison, TN
—
78
179
—
—
78
179
257
50
1988
12/10
25
Madison, WI
—
57
409
—
—
57
409
466
115
1973
12/10
25
Malta, MT
—
19
181
—
—
19
181
200
51
1976
12/10
25
Marshfield, WI
—
60
282
—
—
60
282
342
99
1940
12/10
20
Medford, WI
—
37
229
—
—
37
229
266
65
1988
12/10
25
Memphis, TN
—
38
199
—
—
38
199
237
56
1987
12/10
25
Metamora, IL
—
69
292
—
—
69
292
361
69
1996
12/10
30
Midland, MI
—
44
336
—
—
44
336
380
79
1986
12/10
30
Midland, TX
—
36
212
—
—
36
212
248
99
1960
12/10
15
Montello, WI
—
26
173
—
—
26
173
199
41
1997
12/10
30
Muskegon, MI
—
38
257
—
—
38
257
295
60
1990
12/10
30
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:
Neillsville, WI
—
26
145
—
—
26
145
171
41
1979
12/10
25
Nicholasville, KY (n)
—
54
241
—
—
54
241
295
68
1988
12/10
25
Ocala, FL
—
78
416
—
—
78
416
494
195
1971
12/10
15
Olathe, KS
—
78
235
—
—
78
235
313
110
1950
12/10
15
Oshkosh, WI
—
99
224
—
—
99
224
323
53
1999
12/10
30
Overland, MO
—
68
370
—
—
68
370
438
130
1961
12/10
20
Owosso, MI (n)
—
50
264
—
—
50
264
314
74
1986
12/10
25
Pearl, MS
—
43
195
—
—
43
195
238
46
1989
12/10
30
Phillips, WI
—
23
177
—
—
23
177
200
41
1992
12/10
30
Powell, WY
—
37
182
—
—
37
182
219
51
1978
12/10
25
Rhinelander, WI
—
28
115
—
—
28
115
143
40
1958
12/10
20
River Falls, WI
—
42
234
—
—
42
234
276
82
1976
12/10
20
Riverton, WY
—
99
300
—
—
99
300
399
85
1978
12/10
25
Rockford, IL
—
61
376
—
—
61
376
437
106
1962
12/10
25
Roundup, MT
—
23
205
—
—
23
205
228
72
1972
12/10
20
Schofield, WI
—
41
425
—
—
41
425
466
149
1968
12/10
20
Sheboygan, WI
—
77
370
—
—
77
370
447
74
2007
12/10
35
Shelby, MT
—
20
208
—
—
20
208
228
73
1976
12/10
20
Sidney, MT (n)
—
42
395
—
—
42
395
437
139
1962
12/10
20
Spartanburg, SC
—
53
252
—
—
53
252
305
71
1972
12/10
25
Spokane, WA
—
93
373
—
—
93
373
466
131
1972
12/10
20
Spokane, WA
—
66
201
—
—
66
201
267
71
1965
12/10
20
St. Peter, MN
—
17
259
—
—
17
259
276
61
1999
12/10
30
Stayton, OR
—
88
312
—
—
88
312
400
73
1994
12/10
30
Stevens Point, WI
—
61
405
—
—
61
405
466
114
1975
12/10
25
Sulphur, LA
—
31
216
—
—
31
216
247
76
1984
12/10
20
Thornton, CO
—
414
536
—
—
414
536
950
126
1996
12/10
30
Troy, AL
—
15
52
—
—
15
52
67
24
1966
12/10
15
Wasilla, AK
—
227
504
—
—
227
504
731
101
2002
12/10
35
Wausau, WI
—
52
300
—
—
52
300
352
84
1989
12/10
25
Wautoma, WI
—
18
106
—
—
18
106
124
37
1959
12/10
20
Waynesboro, MS
—
15
71
—
—
15
71
86
33
1962
12/10
15
West Columbia, SC
—
41
159
—
—
41
159
200
56
1962
12/10
20
West Memphis, AR
—
58
294
—
—
58
294
352
83
1987
12/10
25
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:
Whitefish, MT
—
30
227
—
—
30
227
257
53
1993
12/10
30
Williston, ND
—
35
297
—
—
35
297
332
70
1999
12/10
30
Windom, MN
—
5
137
—
—
5
137
142
48
1950
12/10
20
Wisconsin Rapids, WI
—
41
215
—
—
41
215
256
76
1975
12/10
20
Yakima, WA
—
50
321
—
—
50
321
371
113
1965
12/10
20
Aurora, IL
—
641
226
—
—
641
226
867
78
1971
02/11
20
Benton Harbor, MI
—
207
160
—
—
207
160
367
55
1978
02/11
20
Caro, MI
—
85
132
—
—
85
132
217
91
1941
02/11
10
Eagle River, WI
—
99
52
—
—
99
52
151
18
1978
02/11
20
Essexville, MI (n)
—
113
113
—
—
113
113
226
39
1974
02/11
20
Lexington, KY
—
85
226
—
—
85
226
311
52
1991
02/11
30
Mt. Pleasant, MI
—
85
207
—
—
85
207
292
57
1984
02/11
25
Saginaw, MI
—
179
75
—
—
179
75
254
52
1955
02/11
10
Warrenton, VA (n)
—
123
66
—
—
123
66
189
45
1939
02/11
10
Billings, MT
—
66
291
—
—
66
291
357
75
1994
07/11
25
Mobile, AL
—
75
197
—
—
75
197
272
64
1975
07/11
20
New Castle, IN (n)
—
113
19
—
—
113
19
132
5
1991
07/11
25
Spokane, WA
—
75
56
—
—
75
56
131
18
1955
07/11
20
Chicago, IL
—
90
239
—
—
90
239
329
98
1949
11/11
15
Missoula, MT
—
99
367
—
—
99
367
466
112
1965
11/11
20
Sheridan, WY
—
198
385
—
—
198
385
583
118
1980
11/11
20
Sauk Centre, MN
—
64
85
—
—
64
85
149
21
1958
11/11
25
Watford City, ND
—
31
124
—
—
31
124
155
30
1974
11/11
25
Fairmont, MN
—
98
166
—
—
98
166
264
50
1978
01/12
20
Sycamore, IL
—
49
476
—
—
49
476
525
142
1924
01/12
20
Worland, WY
—
48
193
—
—
48
193
241
55
1949
04/12
20
Anchorage, AK
—
315
92
—
—
315
92
407
25
1971
06/12
20
Havre, MT
—
29
305
—
—
29
305
334
84
1964
06/12
20
Orchard Park, NY
—
353
—
725
—
267
725
992
76
2013
05/13
(m)
40
Morrisville, NC
—
127
332
—
—
127
332
459
61
1992
05/13
25
Salt Lake City, UT
—
571
697
—
—
571
697
1,268
161
1951
05/13
20
San Antonio, TX
—
137
361
—
—
137
361
498
83
1980
05/13
20
San Antonio, TX
—
87
719
—
—
87
719
806
133
1973
05/13
25
Jackson, MS
—
253
—
604
—
253
604
857
61
2013
06/13
(m)
40
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:
Crestview, FL
—
158
463
—
—
158
463
621
66
2003
09/13
30
Depew, NY
—
309
—
821
—
309
821
1,130
74
2014
10/13
(m)
40
Sherman, TX
—
183
—
657
—
183
657
840
68
2005
01/14
(o)
35
Carrabba's:
Canton, MI
—
685
1,687
—
—
685
1,687
2,372
326
2002
03/12
30
Cape Coral, FL
—
645
2,965
—
—
645
2,965
3,610
491
2005
03/12
35
Dallas, TX
—
672
1,078
—
—
672
1,078
1,750
208
2000
03/12
30
Gainesville, FL
—
922
1,944
—
—
922
1,944
2,866
375
2001
03/12
30
Jacksonville, FL
—
1,140
1,428
—
—
1,140
1,428
2,568
276
2001
03/12
30
Mason, OH
—
653
2,267
—
—
653
2,267
2,920
438
2000
03/12
30
Maumee, OH
—
525
2,684
—
—
525
2,684
3,209
518
2002
03/12
30
Mobile, AL
—
633
1,909
—
—
633
1,909
2,542
369
2001
03/12
30
Pensacola, FL
—
734
1,854
—
—
734
1,854
2,588
307
2003
03/12
35
Waldorf, MD
—
1,473
2,199
—
—
1,473
2,199
3,672
364
2007
03/12
35
Carvana:
Austin, TX
—
1,045
1,969
—
—
1,045
1,969
3,014
35
2017
04/17
40
Carvers:
Centerville, OH
—
851
1,059
—
—
851
1,059
1,910
425
1986
12/01
40
Cell Pro:
Ridgeland, MS
—
436
523
133
—
436
656
1,092
215
1997
08/06
40
Chair King:
Grapevine, TX
—
1,018
2,067
377
—
1,018
2,444
3,462
1,065
1998
06/98
40
Champps:
Irving, TX
—
1,760
1,724
—
—
1,760
1,724
3,484
691
2000
12/01
40
Charleston Auto Auction:
Moncks Corner, SC
—
1,628
5,911
471
—
1,628
6,383
8,011
469
2000
09/15
(o)
30
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:
Cheddar's Cafe:
Baytown, TX
—
858
2,251
—
—
858
2,251
3,109
396
2010
12/10
40
West Monroe, LA
—
907
2,301
—
—
907
2,301
3,208
400
2010
01/11
40
Selma, TX
—
1,446
—
2,439
—
1,446
2,439
3,885
384
2011
03/11
(m)
40
Jonesboro, AR
—
1,206
—
2,459
—
1,206
2,459
3,665
377
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
292
2013
04/13
(m)
40
Liberty, MO
—
1,313
—
3,140
—
1,313
3,140
4,453
311
2014
07/13
(m)
40
Alcoa, TN
—
1,537
3,003
—
—
1,537
3,003
4,540
46
2010
06/17
35
Asheville, NC
—
1,540
2,785
—
—
1,540
2,785
4,325
50
2006
06/17
30
Charlotte, NC
—
1,326
2,795
—
—
1,326
2,795
4,121
50
2004
06/17
30
Cordova, TN
—
1,869
2,411
—
—
1,869
2,411
4,280
37
2013
06/17
35
Knoxville, TN
—
1,444
3,086
—
—
1,444
3,086
4,530
48
2011
06/17
35
Morgantown, WV
—
1,530
2,966
—
—
1,530
2,966
4,496
46
2011
06/17
35
Triadelphia, WV
—
1,200
3,449
—
—
1,200
3,449
4,649
53
2008
06/17
35
Chili's:
Camden, SC
—
627
1,888
—
—
627
1,888
2,515
580
2005
09/05
40
Milledgeville, GA
—
516
1,997
—
—
516
1,997
2,513
614
2005
09/05
40
Hinesville, GA
—
921
1,898
—
—
921
1,898
2,819
516
2006
02/07
40
Albany, GA
—
615
—
1,984
—
615
1,984
2,599
506
2007
06/07
(m)
40
Statesboro, GA
—
703
—
1,888
—
703
1,888
2,591
478
2007
06/07
(m)
40
Florence, SC
—
889
1,715
—
—
889
1,715
2,604
452
2007
06/07
40
Valdosta, GA
—
716
—
1,871
—
716
1,871
2,587
470
2007
07/07
(m)
40
Tifton, GA
—
454
1,550
—
—
454
1,550
2,004
357
2008
06/08
40
Evans, GA
—
700
—
1,511
—
685
1,511
2,196
335
2009
10/08
(m)
40
Jefferson City, MO
—
305
898
—
—
305
898
1,203
206
2003
12/09
35
Merriam, KS
—
853
981
—
—
853
981
1,834
263
1998
12/09
30
Wichita, KS
—
420
623
—
—
420
623
1,043
167
1995
12/09
30
Hutchinson, KS
—
456
1,794
—
—
456
1,794
2,250
292
2004
02/13
30
Lexington, SC
—
630
1,620
—
—
630
1,620
2,250
226
2008
02/13
35
China 1:
Cohoes, NY
—
16
87
6
—
16
93
109
34
1994
09/04
40
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:
China Garden:
Tucson, AZ
—
827
305
142
—
845
429
1,274
146
1974
12/01
40
Chipotle:
Florissant, MO
—
50
59
170
—
50
228
278
49
2013
04/03
(g)
40
Chuck E. Cheese's:
Mobile, AL
—
340
951
—
—
340
951
1,291
291
1981
11/11
20
Antioch, TN
—
459
1,738
—
—
459
1,738
2,197
401
1982
07/14
15
Huntsville, AL
—
382
1,182
—
—
382
1,182
1,564
204
1960
07/14
20
Saginaw, MI
—
489
1,203
—
—
489
1,203
1,692
208
1981
07/14
20
Albuquerque, NM
—
794
2,126
—
—
794
2,126
2,920
205
2003
08/14
35
Alexandria, LA
—
872
3,291
—
—
872
3,291
4,163
444
1983
08/14
25
Alpharetta, GA
—
2,027
1,743
—
—
2,027
1,743
3,770
196
2001
08/14
30
Atlanta, GA
—
1,313
1,656
—
—
1,313
1,656
2,969
224
1982
08/14
25
Austin, TX
—
852
4,024
—
—
852
4,024
4,876
453
2001
08/14
30
Batavia, IL
—
1,214
2,664
—
—
1,214
2,664
3,878
300
1999
08/14
30
Birmingham, AL
—
627
3,662
—
—
627
3,662
4,289
494
1982
08/14
25
Columbia, SC
—
509
2,655
—
—
509
2,655
3,164
299
1983
08/14
30
Conroe, TX
—
793
3,388
—
—
793
3,388
4,181
381
2001
08/14
30
Cordova, TN
—
1,195
3,055
—
—
1,195
3,055
4,250
344
2002
08/14
30
Denton, TX
—
833
1,245
—
—
833
1,245
2,078
120
2003
08/14
35
El Centro, CA
—
470
2,811
—
—
470
2,811
3,281
271
2005
08/14
35
Englewood, CO
—
911
3,056
—
—
911
3,056
3,967
344
1970
08/14
30
Foothill Ranch, CA
—
1,088
1,391
—
—
1,088
1,391
2,479
157
2003
08/14
30
Ft. Wayne, IN
—
686
3,232
—
—
686
3,232
3,918
364
1985
08/14
30
Garland, TX
—
1,224
2,302
—
—
1,224
2,302
3,526
222
2006
08/14
35
Grand Prairie, TX
—
1,380
4,983
—
—
1,380
4,983
6,363
561
2001
08/14
30
Grapevine, TX
—
1,303
2,135
—
—
1,303
2,135
3,438
240
2002
08/14
30
Greenville, SC
—
764
3,554
—
—
764
3,554
4,318
480
1983
08/14
25
Hickory, NC
—
647
1,686
—
—
647
1,686
2,333
163
2002
08/14
35
Horn Lake, MS
—
960
3,388
—
—
960
3,388
4,348
327
2002
08/14
35
Jacksonville, FL
—
1,038
4,220
—
—
1,038
4,220
5,258
570
1981
08/14
25
Katy, TX
—
960
4,171
—
—
960
4,171
5,131
469
2002
08/14
30
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:
Kennesaw, GA
—
1,332
3,818
—
—
1,332
3,818
5,150
430
1999
08/14
30
Killeen, TX
—
832
4,876
—
—
832
4,876
5,708
470
2004
08/14
35
Lake Charles, LA
—
853
1,539
—
—
853
1,539
2,392
173
2001
08/14
30
Littleton, CO
—
1,234
4,288
—
—
1,234
4,288
5,522
482
1994
08/14
30
Longview, TX
—
314
1,931
—
—
314
1,931
2,245
186
2004
08/14
35
Madison, WI
—
999
1,989
—
—
999
1,989
2,988
268
1982
08/14
25
Miamisburg, OH
—
607
4,416
—
—
607
4,416
5,023
596
1986
08/14
25
Midland, TX
—
588
2,537
—
—
588
2,537
3,125
285
2000
08/14
30
N. Richland Hills, TX
—
588
4,064
—
—
588
4,064
4,652
549
1982
08/14
25
Norcross, GA
—
1,077
2,703
—
—
1,077
2,703
3,780
365
1982
08/14
25
North Charleston, SC
—
1,449
3,319
—
—
1,449
3,319
4,768
373
2003
08/14
30
Oklahoma City, OK
—
499
3,203
—
—
499
3,203
3,702
432
1982
08/14
25
Olathe, KS
—
843
736
—
—
843
736
1,579
83
2002
08/14
30
Racine, WI
—
765
834
—
—
765
834
1,599
94
2000
08/14
30
Roanoke, VA
—
617
4,787
—
—
617
4,787
5,404
646
1983
08/14
25
San Antonio, TX
—
793
4,670
—
—
793
4,670
5,463
630
1990
08/14
25
San Antonio, TX
—
1,371
2,703
—
—
1,371
2,703
4,074
304
2001
08/14
30
Savannah, GA
—
1,469
2,634
—
—
1,469
2,634
4,103
356
1982
08/14
25
Sharonville, OH
—
696
1,597
—
—
696
1,597
2,293
216
1982
08/14
25
Sterling Heights, MI
—
725
2,322
—
—
725
2,322
3,047
261
1994
08/14
30
Sugarland, TX
—
1,107
3,134
—
—
1,107
3,134
4,241
353
2002
08/14
30
Topeka, KS
—
373
619
—
—
373
619
992
70
1990
08/14
30
Virginia Beach, VA
—
1,018
3,848
—
—
1,018
3,848
4,866
519
1984
08/14
25
Wichita Falls, TX
—
323
3,105
—
—
323
3,105
3,428
419
1982
08/14
25
Wichita, KS
—
862
2,850
—
—
862
2,850
3,712
321
1991
08/14
30
Yuma, AZ
—
471
668
—
—
471
668
1,139
64
2004
08/14
35
Chuy's:
Cincinnati, OH
—
1,165
1,322
—
—
1,165
1,322
2,487
193
1996
05/13
30
Cinemark:
Draper, UT
—
1,523
—
4,487
—
1,523
4,487
6,010
743
2011
08/10
(m)
40
Fort Worth, TX
—
2,140
—
7,660
—
2,140
7,660
9,800
1,061
2012
08/11
(o)
40
Cincinnati, OH
—
1,334
—
10,206
—
1,334
10,206
11,540
1,116
2013
09/12
(m)
40
McCandless, PA
—
3,094
—
6,389
—
3,094
6,389
9,483
526
2014
09/13
(m)
40
Marina, CA
—
15
—
5,614
—
15
5,614
5,629
310
2015
08/14
(m)
40
Altoona, IA
—
1,161
—
9,923
—
1,161
9,923
11,084
465
2016
01/15
(m)
40
Abilene, TX
—
1,965
8,235
—
—
1,965
8,235
10,200
77
2017
08/17
40
City Barbeque:
Charlotte, NC
—
576
—
1,594
—
576
1,594
2,170
38
2017
07/16
(m)
40
Claim Jumper:
Roseville, CA
—
1,557
2,014
—
—
1,557
2,014
3,571
808
2000
12/01
40
Tempe, AZ
—
2,531
2,921
—
—
2,531
2,921
5,452
1,171
2000
12/01
40
Clairton Mini Mart:
Clairton, PA
—
215
701
—
—
215
701
916
335
1986
01/06
25
Coastal Bend Skates:
Aransas Pass, TX
—
90
1,241
327
—
89
1,569
1,658
617
1983
03/99
40
Cobb Theatre:
Tallahassee, FL
—
1,267
—
—
—
1,267
(e)
1,267
(e)
(e)
06/17
(m)
(e)
Continental Rental:
Lapeer, MI
—
88
633
—
—
88
603
691
160
2007
10/05
40
Cool Crest:
Independence, MO
—
1,838
1,534
75
—
1,838
1,609
3,447
419
1988
05/07
40
CORA Rehabilitation Clinics:
Orlando, FL
—
80
221
—
—
80
221
301
77
2001
02/04
40
Crest Furniture:
Woodbridge, NJ (n)
—
3,750
5,983
—
—
3,750
5,983
9,733
2,237
1994
01/03
40
CrossAmerica:
Antioch, IL
—
261
2,244
—
—
261
2,244
2,505
93
1988
12/16
25
Fox Lake, IL
—
252
1,184
—
—
252
1,184
1,436
41
1997
12/16
30
Grayslake, IL
—
194
924
—
—
194
924
1,118
38
1988
12/16
25
Joliet, IL
—
87
1,418
—
—
87
1,418
1,505
49
2005
12/16
30
Lincolnshire, IL
—
350
1,146
—
—
350
1,146
1,496
60
1984
12/16
20
Loves Park, IL
—
107
829
—
—
107
829
936
29
2000
12/16
30
Markham, IL
—
145
1,483
—
—
145
1,483
1,628
52
2007
12/16
30
Matteson, IL
—
475
1,202
—
—
475
1,202
1,677
42
2001
12/16
30
Orland Park, IL
—
204
1,290
—
—
204
1,290
1,494
54
1992
12/16
25
Richton Park, IL
—
126
1,021
—
—
126
1,021
1,147
27
2005
12/16
40
Rockford, IL
—
263
742
—
—
263
742
1,005
26
1997
12/16
30
Rockford, IL
—
136
1,167
—
—
136
1,167
1,303
61
1968
12/16
20
Rockford, IL
—
97
1,205
—
—
97
1,205
1,302
42
2002
12/16
30
Rockford, IL
—
214
1,002
—
—
214
1,002
1,216
52
1987
12/16
20
Spring Grove, IL
—
233
1,068
—
—
233
1,068
1,301
56
1987
12/16
20
Wadsworth, IL
—
398
835
—
—
398
835
1,233
29
1997
12/16
30
Wauconda, IL
—
338
2,629
—
—
338
2,629
2,967
110
1991
12/16
25
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
1,603
1995
02/96
33
Midwest City, OK
—
673
1,103
—
—
673
1,103
1,776
602
1996
03/96
40
Pantego, TX
—
1,016
1,449
—
—
1,016
1,449
2,465
744
1997
06/97
40
Arlington, TX
—
2,079
—
1,397
—
2,079
1,397
3,476
676
1998
11/97
(g)
40
Leavenworth, KS
—
726
—
1,331
—
726
1,331
2,057
650
1998
11/97
(g)
40
Lewisville, TX
—
789
—
1,335
—
789
1,335
2,124
644
1998
04/98
(g)
40
Forest Hill, TX
—
692
—
1,175
—
692
1,175
1,867
569
1998
04/98
(g)
40
Garland, TX
—
1,477
—
1,400
—
1,477
1,400
2,877
670
1998
06/98
(g)
40
Oklahoma City, OK
—
1,581
—
1,471
—
1,581
1,471
3,052
697
1999
08/98
(g)
40
Dallas, TX
—
2,618
—
2,571
—
2,618
2,571
5,189
913
2003
06/99
(g)
40
Gladstone, MO
—
1,851
—
1,740
—
1,851
1,740
3,591
756
2000
12/99
(g)
40
Dairy Queen:
Lubbock, TX
—
313
450
—
—
313
450
763
86
1981
02/15
15
Dave & Buster's:
Hilliard, OH
—
934
4,689
—
—
934
4,689
5,623
1,304
1998
11/06
40
Tulsa, OK
—
1,862
—
2,105
—
1,862
2,105
3,967
471
2009
04/08
(m)
40
Wauwatosa, WI
—
5,694
—
5,638
—
5,694
5,638
11,332
1,098
2010
12/08
(m)
40
Orlando, FL
—
8,114
—
4,224
—
8,114
4,224
12,338
682
2011
06/10
(m)
40
Oklahoma City, OK
—
3,156
—
4,870
—
3,156
4,870
8,026
725
2012
02/11
(m)
40
Dallas, TX
—
5,052
—
8,808
—
5,052
8,808
13,860
1,110
2012
03/12
(m)
40
Livonia, MI
—
2,116
—
7,758
—
2,116
7,758
9,874
784
2013
04/13
(m)
40
Euless, TX
—
2,592
—
7,563
—
2,592
7,563
10,155
496
2015
08/14
(m)
40
Little Rock, AR
—
2,310
5,805
—
—
2,310
5,805
8,115
159
2016
01/17
35
Florence, KY
—
4,700
7,617
—
—
4,700
7,617
12,317
209
2016
01/17
35
DaVita Dialysis:
Columbus, OH
—
527
1,426
—
—
527
1,426
1,953
164
2000
07/14
30
Del Frisco's:
Fort Worth, TX
—
351
5,874
—
—
351
5,874
6,225
2,044
1890
01/11
20
Greenwood Village, CO
—
1,863
5,649
—
—
1,863
5,649
7,512
1,966
1979
01/11
20
Denny's:
Clifton, CO
—
245
732
375
—
245
1,107
1,352
371
1998
12/01
40
Alexandria, VA
—
604
196
—
—
604
196
800
110
1981
09/06
20
Amarillo, TX
—
590
632
—
—
590
632
1,222
357
1982
09/06
20
Arlington Heights, IL
—
470
228
—
—
470
228
698
129
1977
09/06
20
Austintown, OH
—
466
397
—
—
466
397
863
224
1980
09/06
20
Boardman Township, OH
—
497
258
—
—
497
258
755
145
1977
09/06
20
Campbell, CA
—
460
238
—
—
460
238
698
134
1976
09/06
20
Carson, CA
—
1,246
157
—
—
1,246
157
1,403
89
1975
09/06
20
Chehalis, WA
—
415
287
—
—
415
287
702
162
1977
09/06
20
Chubbuck, ID
—
350
394
—
—
344
394
738
223
1983
09/06
20
Clackamas, OR
—
468
407
—
—
468
407
875
230
1993
09/06
20
Collinsville, IL
—
676
283
—
—
676
283
959
160
1979
09/06
20
Corpus Christi, TX (n)
—
345
776
300
—
345
1,076
1,421
586
1980
09/06
20
Dallas, TX
—
497
150
—
—
497
150
647
85
1979
09/06
20
Enfield, CT
—
684
229
—
—
684
229
913
129
1976
09/06
20
Fairfax, VA
—
768
683
—
—
768
683
1,451
386
1979
09/06
20
Federal Way, WA
—
543
193
—
—
543
193
736
109
1977
09/06
20
Florissant, MO
—
443
238
—
—
443
238
681
134
1977
09/06
20
Fort Worth, TX
—
392
314
—
—
392
314
706
177
1974
09/06
20
Hermitage, PA
—
321
420
—
—
321
420
741
237
1980
09/06
20
Houston, TX
—
504
348
—
—
504
348
852
196
1976
09/06
20
Indianapolis, IN
—
358
767
—
—
358
767
1,125
433
1978
09/06
20
Indianapolis, IN
—
326
511
—
—
326
511
837
289
1978
09/06
20
Indianapolis, IN
—
231
511
—
—
231
511
742
289
1974
09/06
20
Indianapolis, IN
—
310
590
—
—
310
590
900
333
1981
09/06
20
Kernersville, NC
—
407
557
—
—
407
557
964
315
2000
09/06
20
Lafayette, IN
—
424
773
—
—
416
773
1,189
436
1978
09/06
20
Laurel, MD
—
528
379
—
—
528
379
907
214
1976
09/06
20
Little Rock, AR
—
703
180
—
—
703
180
883
101
1979
09/06
20
Maplewood, MN
—
630
271
—
—
630
271
901
153
1983
09/06
20
Merriville, IN
—
368
813
—
—
368
813
1,181
459
1976
09/06
20
N. Miami, FL
—
855
151
—
—
855
151
1,006
85
1977
09/06
20
Nampa, ID
—
357
729
—
—
357
729
1,086
412
1979
09/06
20
North Richland Hills, TX
—
500
130
—
—
500
130
630
73
1970
09/06
20
Omaha, NE
—
496
314
—
—
496
314
810
177
1994
09/06
20
Pompano Beach, FL
—
436
394
—
—
436
394
830
222
1976
09/06
20
Provo, UT
—
519
216
—
—
513
216
729
122
1978
09/06
20
Raleigh, NC
—
1,094
482
—
—
1,094
482
1,576
272
1984
09/06
20
St. Louis, MO
—
520
266
—
—
520
266
786
150
1973
09/06
20
Sugarland, TX
—
315
334
—
—
293
334
627
189
1997
09/06
20
Tacoma, WA
—
580
201
—
—
575
201
776
113
1984
09/06
20
Tucson, AZ
—
922
290
—
—
922
290
1,212
164
1979
09/06
20
Wethersfield, CT
—
884
176
—
—
884
176
1,060
99
1978
09/06
20
Worcester, MA
—
383
493
—
—
383
493
876
278
1978
09/06
20
Boise, ID
—
514
477
—
—
514
477
991
263
1983
12/06
20
St. Louis, MO
—
635
303
—
—
635
303
938
166
1980
01/07
20
Virginia Gardens, FL
—
793
133
—
—
793
133
926
73
1977
01/07
20
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:
Akron, OH
—
308
1,062
—
—
308
1,062
1,370
161
1992
06/13
30
Moab, UT
—
395
1,432
—
—
395
1,432
1,827
137
2000
02/15
30
Ft Walton Beach, FL
—
274
531
—
—
274
531
805
16
1973
01/17
25
Dickey's Barbeque Pit:
Medina, OH
—
405
464
104
—
370
568
938
206
1996
12/01
40
Dick's Sporting Goods:
Taylor, MI
—
1,920
3,527
—
—
1,920
3,527
5,447
1,878
1996
08/96
40
White Marsh, MD
—
2,681
3,917
—
—
2,681
3,917
6,598
2,085
1996
08/96
40
Dirt Cheap:
Nacogdoches, TX
—
397
1,257
269
—
400
1,524
1,924
607
1997
11/98
40
Dollar General:
San Antonio, TX
—
441
784
—
—
441
196
637
26
1993
12/93
30
Memphis, TN
—
266
1,136
46
—
266
1,182
1,448
539
1998
12/97
40
High Springs, FL
—
409
—
1,072
—
432
1,072
1,504
191
2010
07/10
(m)
40
Inverness, FL
—
459
—
1,046
—
471
1,046
1,517
182
2011
08/10
(m)
40
Cocoa, FL
—
385
—
935
—
406
935
1,341
167
2010
08/10
(m)
40
Palm Bay, FL
—
355
—
1,011
—
365
1,011
1,376
178
2010
08/10
(m)
40
Deland, FL
—
585
—
958
—
585
958
1,543
165
2010
11/10
(m)
40
Seffner, FL
—
673
—
1,223
—
655
1,223
1,878
210
2011
12/10
(m)
40
Hernando, FL
—
372
—
970
—
372
970
1,342
163
2011
01/11
(m)
40
Titusville, FL
—
512
—
1,002
—
512
1,002
1,514
160
2011
04/11
(m)
40
Disputanta, VA
—
170
—
720
—
170
720
890
113
2011
09/11
(o)
40
Lumberton, NC
—
115
—
902
—
115
902
1,017
134
2012
10/11
(m)
40
Newport News, VA
—
363
—
967
—
363
967
1,330
148
2011
10/11
(m)
40
Cumberland, VA
—
317
—
1,147
—
317
1,147
1,464
166
2012
12/11
(m)
40
Aberdeen, NC
—
156
—
821
—
156
821
977
117
2012
01/12
(m)
40
Richmond, VA
—
144
—
863
—
144
863
1,007
118
2012
02/12
(m)
40
Danville, VA
—
155
—
864
—
155
864
1,019
122
2012
03/12
(m)
40
Cascade, VA
—
139
—
806
—
139
806
945
112
2012
03/12
(m)
40
Sanford, NC
—
147
—
834
—
147
834
981
112
2012
04/12
(m)
40
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:
Leland, NC
—
245
—
892
—
245
892
1,137
116
2012
06/12
(m)
40
Sanford, NC
—
206
—
829
—
206
829
1,035
108
2012
07/12
(m)
40
Richmond, VA
—
305
—
902
—
305
902
1,207
116
2012
08/12
(m)
40
Martinsville, VA
—
165
—
831
—
165
831
996
105
2012
09/12
(m)
40
Yerington, NV
—
313
—
1,170
—
313
1,170
1,483
145
2013
09/12
(m)
40
Hawthorne, NV
—
210
1,069
—
—
210
1,069
1,279
135
2012
12/12
40
Norfolk, VA
—
455
—
929
—
455
929
1,384
106
2013
03/13
(m)
40
Suffolk, VA
—
186
—
958
—
186
958
1,144
109
2013
03/13
(m)
40
Suffolk, VA
—
128
—
1,010
—
128
1,010
1,138
111
2013
04/13
(m)
40
Irving, NY
—
210
—
961
—
210
961
1,171
101
2013
06/13
(m)
40
Oakfield, NY
—
257
—
1,108
—
271
1,108
1,379
103
2014
10/13
(m)
40
Holland, NY
—
176
—
1,103
—
176
1,103
1,279
95
2014
12/13
(m)
40
Jeffersonville, IN
—
115
960
—
—
115
960
1,075
106
2010
02/14
35
LaFayette, LA
—
157
378
—
—
157
378
535
52
2002
07/14
25
Youngsville, LA
—
98
370
—
—
98
370
468
51
2002
07/14
25
Daytona Beach Shores, FL
—
459
1,282
—
—
459
1,282
1,741
2
2011
12/17
30
Dollar Tree:
Garland, TX
—
239
626
—
—
239
626
865
258
1994
02/94
40
Homestead, PA
—
256
—
1,964
—
310
1,910
2,220
90
2016
02/97
(g)
40
Copperas Cove, TX
—
242
512
194
—
242
706
948
470
1972
11/98
40
Marietta, GA
—
525
—
787
—
524
787
1,311
75
1997
12/14
(o)
30
Don Tello's Tex-Mex Grill:
Lithonia, GA
—
923
1,276
27
—
923
1,303
2,226
339
2002
06/07
40
Dr. Clean Dry Cleaners:
Monticello, NY
—
20
72
—
—
20
72
92
23
1996
03/05
40
Driscoll Children's Hospital:
Corpus Christi, TX
—
630
3,131
—
—
630
3,131
3,761
1,471
1982
03/99
40
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
4,787
1986
04/07
40
Austin, TX
—
2,291
1,770
4,999
—
2,291
6,769
9,060
1,045
1996
12/11
35
El Jalapeno:
Indianapolis, IN
—
223
483
79
—
223
562
785
302
1979
09/06
20
Empire Buffet:
Las Cruces, NM
—
947
—
2,390
—
947
2,390
3,337
638
2006
01/06
(m)
40
Express Mart:
Thomasville, NC
—
140
228
—
—
140
228
368
40
1962
07/14
20
Express Oil Change:
Birmingham, AL
—
470
695
—
—
470
695
1,165
170
2008
02/08
(f)
40
Florence, AL
—
110
381
—
—
110
381
491
125
1987
02/08
30
Helena, AL
—
363
628
—
—
363
628
991
155
1998
02/08
40
Muscle Shoals, AL
—
168
624
—
—
168
624
792
205
1985
02/08
30
Opelika, AL
—
547
680
—
—
547
680
1,227
168
2006
02/08
40
Cordova, TN
—
639
785
—
—
639
785
1,424
177
2000
12/08
40
Horn Lake, MS
—
326
611
—
—
326
611
937
158
1998
12/08
35
Lakeland, TN
—
186
489
—
—
186
489
675
110
2000
12/08
40
Memphis, TN
—
402
721
—
—
402
721
1,123
163
2001
12/08
40
Houston, TX
—
651
—
648
—
517
648
1,165
88
2012
02/12
(m)
40
Katy, TX
—
539
—
830
—
539
829
1,368
105
2012
07/12
(m)
40
Chattanooga, TN
—
239
1,214
—
—
239
1,214
1,453
211
1998
10/12
30
Chattanooga, TN
—
238
1,756
—
—
238
1,756
1,994
305
1998
10/12
30
Chattanooga, TN
—
224
173
—
—
224
173
397
30
2001
10/12
30
Cleveland, TN
—
318
1,064
—
—
318
1,064
1,382
158
2004
10/12
35
Fort Oglethorpe, GA
—
241
331
—
—
241
331
572
49
2003
10/12
35
Marietta, GA
—
618
30
—
—
618
30
648
5
1988
12/12
30
Smyrna, GA
—
295
1,092
—
—
295
1,092
1,387
220
1984
12/12
25
Cypress, TX
—
550
—
983
—
550
983
1,533
71
2014
05/14
(m)
40
Boaz, AL
—
205
368
—
—
205
368
573
43
1995
01/15
25
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:
Gadsden, AL
—
116
690
—
—
116
690
806
67
1999
01/15
30
Rainbow City, AL
—
164
653
—
—
164
653
817
76
1992
01/15
25
Seffner, FL
—
155
593
—
—
155
593
748
48
2008
02/15
35
Fayetteville, TN
—
117
860
—
—
117
860
977
78
1998
04/15
30
Huntsville, AL
—
214
710
—
—
214
710
924
77
1995
04/15
25
Huntsville, AL
—
292
526
—
—
292
526
818
47
1995
04/15
30
Madison, AL
—
319
1,006
—
—
319
1,006
1,325
91
1992
04/15
30
Houston, TX
—
576
—
1,120
—
576
1,120
1,696
31
2016
04/16
(m)
40
Tampa, FL
—
718
—
942
—
718
942
1,660
25
2016
06/16
(m)
40
West Point, MS
—
335
—
1,130
—
335
1,130
1,465
20
2017
10/16
(m)
40
Tupelo, MS
—
381
1,641
—
—
381
1,641
2,022
37
2013
03/17
35
Tupelo, MS
—
607
—
1,068
—
607
1,068
1,675
1
2017
03/17
(m)
(k)
Canton, GA
—
741
—
—
—
741
(e)
741
(e)
(e)
10/17
(m)
(e)
Jasper, AL
—
186
879
—
—
186
879
1,065
6
2000
10/17
30
Express Wash & Go:
Cohoes, NY
—
27
145
174
—
27
318
345
58
1994
09/04
40
Fallas Paredes:
Arlington, TX
—
318
1,680
242
—
318
1,923
2,241
983
1996
06/96
38
Houston, TX
—
2,311
1,628
3,239
—
2,583
4,597
7,180
836
1976
03/99
(g)
40
Family Dollar:
Albany, NY
—
34
824
—
—
34
824
858
274
1992
09/04
40
Cohoes, NY
—
140
753
49
—
140
802
942
292
1994
09/04
40
Hudson Falls, NY
—
51
380
625
—
187
869
1,056
189
1993
09/04
40
Monticello, NY
—
96
352
—
—
96
352
448
112
1996
03/05
40
Richmond, TX
—
366
1,059
—
—
366
1,059
1,425
117
2012
02/14
35
Spring, TX
—
199
1,152
—
—
199
1,152
1,351
128
2012
02/14
35
Bartlesville, OK
—
110
445
—
—
110
445
555
62
2001
07/14
25
Huntsville, AL
—
141
596
—
—
141
596
737
69
2005
07/14
30
Tulsa, OK
—
70
519
—
—
70
519
589
72
2001
07/14
25
Famous Footwear:
Lapeer, MI
—
163
835
—
—
163
812
975
211
2007
10/05
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:
Famsa:
Harlingen, TX
—
317
756
170
—
317
926
1,243
376
1999
11/98
(f)
40
Ferguson:
Destin, FL
—
554
1,012
253
—
554
1,265
1,819
333
2006
03/07
40
Union City, GA
—
144
1,260
—
—
144
1,260
1,404
239
2010
05/11
35
Fierce Pierce Gymnastics:
Copperas Cove, TX
—
204
432
195
—
204
627
831
137
1972
11/98
40
Fikes Wholesale:
Belton, TX
—
722
1,814
—
—
722
1,814
2,536
330
2007
08/11
35
Godley, TX
—
1,453
2,084
—
—
1,453
2,084
3,537
380
2008
08/11
35
Killeen, TX
—
1,302
2,514
—
—
1,302
2,514
3,816
458
2008
08/11
35
Killeen, TX
—
1,053
833
—
—
1,053
833
1,886
152
2007
08/11
35
McGregor, TX
—
511
1,484
—
—
511
1,484
1,995
270
2006
08/11
35
Thorndale, TX
—
331
984
—
—
331
984
1,315
179
2007
08/11
35
Valley Mills, TX
—
711
2,114
—
—
711
2,114
2,825
385
2006
08/11
35
West, TX
—
402
864
—
—
402
864
1,266
184
1999
08/11
30
Gladewater, TX
—
145
2,107
—
—
145
2,107
2,252
198
2007
09/14
35
Hearne, TX
—
68
2,184
—
—
68
2,184
2,252
240
1996
09/14
30
Jarrell, TX
—
541
2,965
—
—
541
2,965
3,506
279
2009
09/14
35
Killeen, TX
—
628
2,878
—
—
628
2,878
3,506
271
2013
09/14
35
Liberty Hill, TX
—
203
3,303
—
—
202
3,303
3,505
311
2013
09/14
35
Rosebud, TX
—
58
1,847
—
—
58
1,847
1,905
174
2012
09/14
35
Temple, TX (n)
—
1,052
3,302
—
—
1,052
3,302
4,354
311
2012
09/14
35
Waco, TX
—
1,400
2,106
—
—
1,400
2,106
3,506
231
1997
09/14
30
Claude, TX
—
193
3,728
—
—
193
3,728
3,921
217
2013
12/15
35
Covington, TX
—
164
2,512
—
—
164
2,512
2,676
171
2001
12/15
30
Hamilton, TX
—
97
2,175
—
—
97
2,175
2,272
178
1987
12/15
25
Lott, TX
—
135
3,236
—
—
135
3,236
3,371
189
2013
12/15
35
Salado, TX
—
715
3,206
—
—
715
3,206
3,921
187
2014
12/15
35
Temple, TX
—
77
2,291
—
—
77
2,291
2,368
134
2012
12/15
35
Vernon, TX
—
154
5,850
—
—
154
5,850
6,004
299
2015
12/15
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:
Milton, FL
—
1,498
—
3,568
—
1,498
3,568
5,066
93
2016
04/16
(m)
40
Giddings, TX
—
845
—
5,219
—
845
5,219
6,064
71
2017
11/16
(m)
40
Daphne, AL
—
1,411
1,247
—
—
1,411
1,247
2,658
43
2006
12/16
30
Foley, AL
—
783
1,721
—
—
783
1,721
2,504
45
2007
12/16
40
Belton, TX
—
415
3,391
—
—
415
3,391
3,806
81
2016
01/17
40
Hewitt, TX
—
747
—
3,005
—
747
3,005
3,752
3
2017
01/17
(m)
(k)
First Cash Pawn:
Alice, TX
—
318
578
—
—
318
578
896
232
1995
12/01
40
Five Below:
Florissant, MO
—
249
294
849
—
250
1,142
1,392
247
1996
04/03
(g)
40
Five Guys Burgers and Fries:
Middleburg Heights, OH
—
497
260
250
—
497
510
1,007
232
1976
09/06
20
Flash Markets:
Lebanon, TN
—
582
—
2,063
—
582
2,063
2,645
509
2007
03/07
(m)
40
Fleming's:
Akron, OH
—
475
3,140
—
—
475
3,140
3,615
520
2005
03/12
35
Floor & Decor:
Knoxville, TN
—
2,364
—
7,879
—
2,364
7,879
10,243
386
2016
09/15
(m)
40
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
462
1975
06/07
15
Brownsboro, TX
—
328
385
—
—
328
385
713
135
1990
06/07
30
Flint, TX
—
272
411
—
—
272
411
683
173
1985
06/07
25
Forney, TX
—
545
707
—
—
545
707
1,252
248
1989
06/07
30
Forney, TX
—
473
654
—
—
473
654
1,127
230
1990
06/07
30
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:
Gun Barrel City, TX
—
270
386
—
—
270
386
656
163
1986
06/07
25
Gun Barrel City, TX
—
242
467
—
—
242
467
709
197
1988
06/07
25
Jacksonville, TX
—
660
632
—
—
660
632
1,292
444
1976
06/07
15
Kemp, TX
—
581
505
—
—
581
505
1,086
213
1986
06/07
25
Longview, TX
—
426
382
—
—
426
382
808
161
1984
06/07
25
Longview, TX
—
252
304
—
—
252
304
556
128
1983
06/07
25
Longview, TX
—
360
535
—
—
360
535
895
226
1983
06/07
25
Longview, TX
—
271
431
—
—
271
431
702
151
1990
06/07
30
Longview, TX
—
403
572
—
—
403
572
975
241
1985
06/07
25
Mabank, TX
—
229
494
—
—
229
494
723
208
1986
06/07
25
Mt. Vernon, TX
—
292
666
2,800
—
292
2,800
3,092
330
2013
06/07
(m)
40
Tyler, TX
—
188
329
—
—
188
329
517
139
1984
06/07
25
Tyler, TX
—
542
403
—
—
481
403
884
170
1984
06/07
25
Tyler, TX
—
316
545
—
—
316
545
861
191
1989
06/07
30
Tyler, TX
—
742
546
—
—
742
546
1,288
230
1985
06/07
25
Tyler, TX
—
488
831
—
—
488
831
1,319
438
1980
06/07
20
Tyler, TX
—
323
283
—
—
323
283
606
149
1978
06/07
20
Fort Ticonderoga:
Ticonderoga, NY
—
89
689
60
—
89
749
838
240
1993
09/04
40
Fresenius Medical Care:
Houston, TX
—
422
1,915
518
—
422
2,434
2,856
699
1995
08/06
40
Rockford, MI
—
226
1,404
—
—
226
1,404
1,630
162
2002
07/14
30
Fresh Market:
Gainesville, FL
—
317
1,248
656
—
317
1,904
2,221
620
1982
03/99
40
Frisch's Big Boy:
Batavia, OH
—
319
2,637
—
—
319
2,637
2,956
209
1995
08/15
30
Bethel, OH
—
242
2,512
—
—
242
2,512
2,754
239
1982
08/15
25
Burlington, KY
—
589
2,357
—
—
589
2,357
2,946
187
1995
08/15
30
Cincinnati, OH
—
300
1,952
—
—
300
1,952
2,252
185
1990
08/15
25
Cincinnati, OH
—
541
1,981
—
—
541
1,981
2,522
188
1964
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
—
435
3,457
—
—
435
3,457
3,892
328
1970
08/15
25
Cincinnati, OH
—
782
1,961
—
—
782
1,961
2,743
186
1973
08/15
25
Cincinnati, OH
—
754
1,044
—
—
754
1,044
1,798
83
1997
08/15
30
Cincinnati, OH
—
695
2,173
—
—
695
2,173
2,868
172
1982
08/15
30
Cincinnati, OH
—
445
929
—
—
445
929
1,374
74
2005
08/15
30
Cincinnati, OH
—
657
1,874
—
—
654
1,874
2,528
178
1986
08/15
25
Cincinnati, OH
—
387
1,865
—
—
387
1,865
2,252
148
1996
08/15
30
Cincinnati, OH
—
183
3,283
—
—
183
3,283
3,466
312
1980
08/15
25
Cincinnati, OH
—
271
939
—
—
271
939
1,210
89
1994
08/15
25
Cincinnati, OH
—
638
1,845
—
—
638
1,845
2,483
175
1993
08/15
25
Cincinnati, OH
—
976
1,806
—
—
976
1,806
2,782
123
2011
08/15
35
Cincinnati, OH
—
329
1,672
—
—
329
1,672
2,001
159
1988
08/15
25
Cincinnati, OH
—
319
2,753
—
—
319
2,753
3,072
218
2007
08/15
30
Cincinnati, OH
—
290
3,100
—
—
290
3,100
3,390
295
1985
08/15
25
Cincinnati, OH
—
734
1,768
—
—
734
1,768
2,502
168
1991
08/15
25
Cold Spring, KY
—
763
2,144
—
—
763
2,144
2,907
170
1993
08/15
30
Covington, KY
—
522
2,444
—
—
522
2,444
2,966
193
1991
08/15
30
Dayton, OH
—
261
1,392
—
—
261
1,392
1,653
132
1985
08/15
25
Dayton, OH
—
589
1,662
—
—
589
1,662
2,251
132
2006
08/15
30
Dayton, OH
—
407
349
—
—
407
349
756
24
2010
08/15
35
Dayton, OH
—
464
2,029
—
—
464
2,029
2,493
161
1988
08/15
30
Dayton, OH
—
348
1,633
—
—
348
1,633
1,981
155
1990
08/15
25
Dayton, OH
—
445
1,276
—
—
445
1,276
1,721
87
2008
08/15
35
Eaton, OH
—
319
1,267
—
—
319
1,267
1,586
120
1992
08/15
25
Englewood, OH
—
348
1,846
—
—
348
1,846
2,194
175
1976
08/15
25
Erlanger, KY
—
425
1,740
—
—
425
1,740
2,165
165
1991
08/15
25
Fairborn, OH
—
348
1,305
—
—
348
1,305
1,653
103
1989
08/15
30
Fairfield, OH
—
580
1,556
—
—
580
1,556
2,136
148
1976
08/15
25
Florence, KY
—
860
1,903
—
—
860
1,903
2,763
181
1986
08/15
25
Florence, KY
—
850
1,971
—
—
850
1,971
2,821
156
2001
08/15
30
Fort Mitchell, KY
—
792
3,051
—
—
792
3,051
3,843
242
1988
08/15
30
Franklin, OH
—
406
1,749
—
—
406
1,749
2,155
166
1977
08/15
25
Franklin, OH
—
415
2,425
—
—
415
2,425
2,840
192
1987
08/15
30
Gahanna, OH
—
389
165
—
—
389
165
554
13
1994
08/15
30
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:
Greensburg, IN
—
464
1,575
—
—
464
1,575
2,039
125
1990
08/15
30
Grove City, OH
—
406
1,846
—
—
406
1,846
2,252
146
1993
08/15
30
Groveport, OH
—
145
1,084
—
—
145
1,084
1,229
86
1992
08/15
30
Hamilton, OH
—
560
1,894
—
—
560
1,894
2,454
150
2009
08/15
30
Hamilton, OH
—
310
1,045
—
—
310
1,045
1,355
99
1968
08/15
25
Harrison, OH
—
338
2,685
—
—
338
2,685
3,023
213
1989
08/15
30
Heath, OH
—
939
348
—
—
939
348
1,287
24
2011
08/15
35
Hillsboro, OH
—
502
2,926
—
—
502
2,926
3,428
278
1980
08/15
25
Independence, KY
—
657
1,816
—
—
657
1,816
2,473
144
2009
08/15
30
Lancaster, OH
—
570
1,604
—
—
570
1,604
2,174
127
1992
08/15
30
Lawrenceburg, IN
—
550
3,071
—
—
550
3,071
3,621
208
2010
08/15
35
Lebanon, OH
—
560
2,550
—
—
560
2,550
3,110
202
2006
08/15
30
Lexington, KY
—
734
1,382
—
—
734
1,382
2,116
94
2013
08/15
35
Lexington, KY
—
647
2,289
—
—
647
2,289
2,936
217
1976
08/15
25
Louisville, KY
—
891
97
—
—
891
97
988
8
1994
08/15
30
Louisville, KY
—
628
1,691
—
—
628
1,691
2,319
134
1990
08/15
30
Loveland, OH
—
241
2,666
—
—
241
2,666
2,907
253
1980
08/15
25
Loveland, OH
—
184
1,740
—
—
184
1,740
1,924
138
1990
08/15
30
Marysville, OH
—
281
823
—
—
281
823
1,104
65
1993
08/15
30
Mason, OH
—
531
1,981
—
—
531
1,981
2,512
188
1987
08/15
25
Maysville, KY
—
454
3,119
—
—
454
3,119
3,573
296
1992
08/15
25
Miamisburg, OH
—
551
1,701
—
—
551
1,701
2,252
162
1970
08/15
25
Middletown, OH
—
155
1,952
—
—
155
1,952
2,107
185
1966
08/15
25
Middletown, OH
—
823
310
—
—
823
310
1,133
21
2013
08/15
35
Milford, OH
—
309
1,942
—
—
309
1,942
2,251
185
1960
08/15
25
New Albany, IN
—
493
1,238
—
—
493
1,238
1,731
98
1995
08/15
30
Shepherdsville, KY
—
793
1,092
—
—
793
1,092
1,885
86
2009
08/15
30
Springfield, OH
—
560
1,691
—
—
560
1,691
2,251
134
2007
08/15
30
Tipp City, OH
—
503
919
—
—
503
919
1,422
73
1996
08/15
30
Troy, OH
—
445
1,807
—
—
445
1,807
2,252
143
1987
08/15
30
Urbana, OH
—
252
1,142
—
—
252
1,142
1,394
108
1991
08/15
25
Washington, OH
—
300
1,672
—
—
300
1,672
1,972
132
1990
08/15
30
Wilmington, OH
—
377
2,502
—
—
377
2,502
2,879
238
1973
08/15
25
Winchester, KY
—
348
1,325
—
—
348
1,325
1,673
105
2008
08/15
30
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:
Xenia, OH
—
261
2,299
—
—
261
2,299
2,560
182
1986
08/15
30
Fuel Up:
Chambersburg, PA
—
76
197
—
—
76
197
273
122
1990
08/05
20
Fuel-On:
Bloomsburg, PA
—
541
146
—
—
541
146
687
90
1967
08/05
20
Emporium, PA
—
380
569
—
—
380
569
949
352
1996
08/05
20
Johnsonburg, PA
—
781
504
—
—
781
504
1,285
312
1978
08/05
20
Kane, PA
—
478
592
—
—
356
—
356
—
1984
08/05
0
Luzerne, PA
—
171
415
—
—
171
415
586
257
1989
08/05
20
Ridgway, PA
—
382
259
—
—
382
259
641
160
1975
08/05
20
St. Mary's, PA
—
274
261
—
—
274
261
535
161
1979
08/05
20
White Haven, PA (n)
—
486
867
—
—
486
867
1,353
536
1990
08/05
20
Danville, PA
—
180
359
—
—
180
359
539
107
1988
01/06
40
Houtzdale, PA
—
541
500
—
—
356
—
356
—
1977
01/06
0
Minersville, PA
—
680
582
—
—
680
582
1,262
174
1974
01/06
40
Pittsburgh, PA
—
905
1,346
—
—
905
1,346
2,251
402
1967
01/06
40
Zelienople, PA
—
160
437
—
—
160
437
597
131
1988
01/06
40
Fuji Japanese Steakhouse:
Farmington, NM
—
2,757
—
773
—
2,757
773
3,530
178
2003
12/07
(o)
40
Furniture Bank:
Columbus, OH
—
1,596
934
226
—
1,605
1,152
2,757
329
1970
11/04
(o)
40
Furr's Family Dining:
Moore, OK
—
939
—
2,429
—
939
2,429
3,368
620
2007
03/07
(m)
40
Arlington, TX
—
1,061
—
1,594
—
1,061
1,594
2,655
287
2010
04/10
(m)
40
McAllen, TX
—
520
1,700
—
—
520
1,700
2,220
342
2004
12/11
30
Gander Outdoors:
Florence, AL
—
1,034
—
4,315
—
851
4,315
5,166
571
2012
06/04
(m)
40
Amarillo, TX
—
1,514
5,781
—
—
1,514
5,781
7,295
1,897
2004
11/04
40
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:
DeForest, WI
—
2,798
10,953
2,500
—
2,787
13,413
16,200
2,695
2008
09/10
35
Springfield, IL
—
1,717
7,622
—
—
1,717
7,622
9,339
1,588
2009
09/10
35
Onalaska, WI
—
1,963
—
6,817
—
1,733
6,817
8,550
1,143
2011
10/10
(m)
40
Ocala, FL
—
3,315
8,908
—
—
3,315
8,908
12,223
1,835
2008
10/10
35
Bowling Green, KY
—
1,777
7,319
—
—
1,777
7,319
9,096
1,351
2007
07/11
35
Eau Claire, WI
—
2,263
8,418
—
—
2,263
8,418
10,681
1,553
2008
07/11
35
Roanoke, VA
—
1,769
8,120
—
—
1,769
8,120
9,889
1,498
2008
07/11
35
Greenfield, IN
—
878
—
6,166
—
878
6,166
7,044
559
2014
12/13
(m)
40
Lakeville, MN
—
3,243
11,191
600
—
3,243
11,791
15,034
1,042
2003
03/15
(o)
30
Chesterfield, MO
—
3,424
—
7,711
—
3,424
7,711
11,135
410
2015
06/15
(m)
40
Gate Petroleum:
Concord, NC
—
852
1,201
—
—
852
1,201
2,053
377
2001
06/05
40
Rocky Mount, NC
—
259
1,164
—
—
259
1,164
1,423
365
2000
06/05
40
Gerber Collision:
Garner, NC
—
352
1,056
—
—
352
1,056
1,408
253
1972
03/13
20
Estero, FL
—
839
—
2,135
—
839
2,135
2,974
151
2015
10/14
(m)
30
Woodstock, GA
—
328
1,291
—
—
328
1,291
1,619
134
1990
11/14
30
Roswell, GA
—
958
—
1,920
—
961
1,920
2,881
215
2015
12/14
(m)
25
Tucson, AZ
—
330
1,746
—
—
330
1,746
2,076
147
2008
01/15
35
Tucson, AZ
—
242
1,518
—
—
242
1,518
1,760
150
2002
01/15
30
Global:
Augusta, ME
—
234
1,384
—
—
234
1,384
1,618
85
1987
06/16
25
Bedford, NH
—
332
907
—
—
332
907
1,239
56
1980
06/16
25
Bridgeport, CT
—
331
1,762
—
—
331
1,762
2,093
109
1979
06/16
25
Derry, NH
—
176
1,044
—
—
176
1,044
1,220
64
1987
06/16
25
Dover, NH
—
497
926
—
—
497
926
1,423
48
2004
06/16
30
Epping, NH
—
798
1,363
—
—
798
1,363
2,161
70
1998
06/16
30
Exeter, NH
—
593
3,258
—
—
593
3,258
3,851
167
2001
06/16
30
Fitzwilliam, NH
—
146
2,404
—
—
146
2,404
2,550
148
1993
06/16
25
Gardner, MA
—
88
2,764
—
—
88
2,764
2,852
170
1968
06/16
25
Hanover, MA
—
380
1,131
—
—
380
1,131
1,511
70
1991
06/16
25
Johnston, RI
—
478
1,082
—
—
478
1,082
1,560
67
1992
06/16
25
Manchester, CT
—
584
1,869
—
—
584
1,869
2,453
115
1983
06/16
25
Middleton, MA
—
331
1,694
—
—
331
1,694
2,025
87
2001
06/16
30
Milford, MA
—
642
1,869
—
—
642
1,869
2,511
115
1972
06/16
25
Nashua, NH
—
351
1,160
—
—
351
1,160
1,511
72
1991
06/16
25
North Easton, MA
—
1,293
2,917
—
—
1,293
2,917
4,210
150
2005
06/16
30
Portland, ME
—
361
732
—
—
361
732
1,093
45
1987
06/16
25
Saugus, MA
—
885
3,209
—
—
885
3,209
4,094
165
1997
06/16
30
Scarborough, ME
—
662
1,393
—
—
662
1,393
2,055
72
1998
06/16
30
Tewksbury, MA
—
449
839
—
—
449
839
1,288
43
2000
06/16
30
Townsend, MA
—
195
1,695
—
—
195
1,695
1,890
105
1983
06/16
25
Waltham, MA
—
467
1,995
—
—
467
1,995
2,462
123
1983
06/16
25
Warwick, RI
—
633
1,120
—
—
633
1,120
1,753
58
2004
06/16
30
Waterville, ME
—
49
1,112
—
—
49
1,112
1,161
69
1987
06/16
25
Westerly, RI
—
351
1,830
—
—
351
1,830
2,181
113
1989
06/16
25
Westerly, RI
—
506
2,141
—
—
506
2,141
2,647
110
1998
06/16
30
Westford, MA
—
448
1,072
—
—
448
1,072
1,520
55
1998
06/16
30
Weymouth, MA
—
214
1,802
—
—
214
1,802
2,016
111
1960
06/16
25
Wyoming, RI
—
409
1,276
—
—
409
1,276
1,685
66
1999
06/16
30
York, ME
—
175
2,812
—
—
175
2,812
2,987
173
1990
06/16
25
Golden Corral:
Lake Placid, FL
—
115
305
54
—
115
359
474
335
1985
05/85
35
Tampa, FL
—
1,188
1,339
—
—
1,188
1,339
2,527
537
1998
12/01
40
Temple Terrace, FL
—
1,330
1,391
—
—
1,330
1,391
2,721
558
1997
12/01
40
Davenport, IA
—
923
2,122
—
—
923
2,122
3,045
174
1998
02/15
35
Orange Park, FL
—
1,074
1,794
—
—
1,074
1,794
2,868
172
1995
02/15
30
Pensacola, FL
—
1,344
3,212
—
—
1,344
3,212
4,556
264
1999
02/15
35
Goodwill:
Sealy, TX
—
612
675
655
—
612
1,330
1,942
442
1982
03/99
40
Fort Worth, TX
—
988
2,368
32
—
988
2,401
3,389
765
1997
02/05
40
Goodyear Truck & Tire:
Anthony, TX
—
(l)
1,242
6
—
(l)
1,248
1,248
326
2007
02/07
40
Beaverdam, OH
—
(l)
1,521
—
—
(l)
1,521
1,521
404
2004
05/07
40
Benton, AR
—
(l)
309
—
—
(l)
309
309
81
2001
05/07
40
Bowman, SC
—
(l)
969
—
—
(l)
969
969
294
1998
05/07
35
Dalton, GA
—
(l)
1,541
—
—
(l)
1,541
1,541
409
2004
05/07
40
Dandridge, TN
—
(l)
1,030
—
—
(l)
1,030
1,030
313
1989
05/07
35
Franklin, OH
—
(l)
563
—
—
(l)
563
563
171
1998
05/07
35
Gary, IN
—
(l)
1,486
—
—
(l)
1,486
1,486
395
2004
05/07
40
Georgetown, KY
—
(l)
679
—
—
(l)
679
679
240
1997
05/07
30
Mebane, NC
—
(l)
561
—
—
(l)
561
561
170
1998
05/07
35
Piedmont, SC
—
(l)
567
—
—
(l)
567
567
172
1999
05/07
35
Port Wentworth, GA
—
(l)
552
—
—
(l)
552
552
168
1998
05/07
35
Valdosta, GA
—
(l)
1,477
—
—
(l)
1,477
1,477
392
2004
05/07
40
Temple, GA
—
(l)
1,065
—
—
(l)
1,065
1,065
270
2007
06/07
40
Whiteland, IN
—
(l)
1,471
—
—
(l)
1,471
1,471
385
2004
07/07
40
Urbandale, IA
—
(l)
816
—
—
(l)
816
816
213
1987
07/07
40
Robinson, TX
—
(l)
1,183
—
—
(l)
1,183
1,183
299
2007
07/07
40
Kearney, MO
—
(l)
1,269
—
—
(l)
1,269
1,269
332
2003
07/07
40
Oklahoma City, OK
—
(l)
1,247
—
—
(l)
1,247
1,247
308
2008
08/07
40
Amarillo, TX
—
(l)
1,158
—
—
(l)
1,158
1,158
276
2008
02/08
40
Jackson, MS
—
(l)
1,281
—
—
(l)
1,281
1,281
303
2008
03/08
40
Glendale, KY
—
(l)
1,066
—
—
(l)
1,066
1,066
245
2008
07/08
40
Lebanon, TN
—
(l)
1,331
—
—
(l)
1,331
1,331
301
2008
08/08
(p)
40
Laredo, TX
—
(l)
1,238
—
—
(l)
1,238
1,238
272
2009
11/08
(p)
40
Midland, TX
—
(l)
1,148
—
—
(l)
1,148
1,148
214
2010
04/10
(p)
40
Tuscaloosa, AL
—
(l)
1,002
—
—
(l)
1,002
1,002
176
2010
08/10
(p)
40
Kenly, NC
—
(l)
1,066
—
—
(l)
1,066
1,066
183
2011
11/10
(p)
40
Matthews, MO
—
(l)
1,042
50
—
(l)
1,092
1,092
178
2011
01/11
(p)
40
Baytown, TX
—
(l)
—
1,375
—
(l)
1,375
1,375
219
2011
05/11
(p)
40
Sunbury, OH
—
(l)
—
1,424
—
(l)
1,424
1,424
215
2011
06/11
(p)
40
Greenwood, LA
—
(l)
—
1,291
—
(l)
1,291
1,291
198
2011
06/11
(p)
40
Joplin, MO
—
(l)
—
1,168
—
(l)
1,168
1,168
179
2011
06/11
(p)
40
Winslow, AZ
—
(l)
—
1,613
—
(l)
1,613
1,613
237
2012
09/11
(p)
40
Gulfport, MS
—
(l)
—
1,377
—
(l)
1,377
1,377
196
2012
11/11
(p)
40
Sulphur Springs, TX
—
(l)
—
1,283
—
(l)
1,283
1,283
180
2012
12/11
(p)
40
Walcott, IA
—
(l)
—
1,673
—
(l)
1,673
1,673
89
2015
07/15
(p)
40
S. Beloit, IL
—
(l)
—
1,927
—
(l)
1,927
1,927
90
2016
08/15
(p)
40
Eloy, AZ
—
(l)
—
1,739
—
(l)
1,739
1,739
82
2016
10/15
(p)
40
Gordmans:
Wyoming, MI
—
1,322
—
4,447
—
1,322
4,447
5,769
384
2014
10/13
(m)
40
Saginaw, MI
—
763
—
4,088
—
763
4,088
4,851
353
2014
02/14
(m)
40
Great Clips:
Swansea, IL
—
46
132
157
—
46
290
336
51
1997
12/01
(g)
40
Lapeer, MI
—
27
194
—
—
27
184
211
49
2007
10/05
40
Guitar Center:
Roseville, MN
—
1,599
1,419
23
—
1,599
1,442
3,041
431
1994
08/06
40
H&R Block:
Swansea, IL
—
46
132
69
—
46
201
247
107
1997
12/01
40
Bristol, VA
—
63
184
40
—
63
224
287
29
2000
07/14
25
Harbor Freight Tools:
Federal Way, WA
—
2,037
1,662
534
—
2,037
2,195
4,232
944
1994
06/98
40
Gastonia, NC
—
994
1,513
146
—
994
1,659
2,653
520
2004
12/04
40
Plainfield, IN
—
503
—
1,633
—
503
1,633
2,136
157
1972
12/14
(o)
30
Houma, LA
—
1,037
—
3,362
—
1,037
3,362
4,399
67
2016
08/16
(m)
40
McKinney, TX
—
1,040
—
2,551
—
1,040
2,551
3,591
29
2017
01/17
(m)
40
Marion, IN
—
493
—
1,409
—
493
1,409
1,902
1
2017
08/17
(m)
(k)
Hardee's:
Savannah, TN (n)
—
151
713
—
—
151
713
864
102
1988
02/15
20
Warrenton, NC (n)
—
143
633
—
—
143
633
776
61
1960
02/15
30
Harvey's Bar & Grill:
Bay City, MI
—
647
634
—
—
647
634
1,281
254
1997
12/01
40
Havertys Furniture:
Pensacola, FL
—
633
1,595
66
—
603
1,661
2,264
870
1994
06/96
40
Bowie, MD
—
1,966
4,221
—
—
1,966
4,221
6,187
2,024
1997
12/97
39
Health Source Chiropractic:
Houston, TX
—
112
509
302
—
112
811
923
188
1995
08/06
40
Healthy Pet:
Suwanee, GA
—
175
1,038
—
—
175
1,038
1,213
287
1997
12/06
40
Colonial Heights, VA
—
160
746
—
—
160
746
906
204
1996
01/07
40
Hear USA:
Lapeer, MI
—
29
211
—
—
29
201
230
53
2007
10/05
40
Heartland Dental:
Greer, SC
—
399
—
1,034
—
399
1,034
1,433
10
2017
05/17
(m)
(k)
Herc Rentals:
Anaheim, CA
—
6,156
1,214
—
—
6,156
1,214
7,370
8
2005
10/17
30
Arden, NC
—
359
1,286
—
—
359
1,286
1,645
9
1992
10/17
30
Athens, GA
—
255
2,039
—
—
255
2,039
2,294
17
1977
10/17
25
Augusta, GA
—
360
1,069
—
—
360
1,069
1,429
7
1999
10/17
30
Austin, TX
—
2,215
1,517
—
—
2,215
1,517
3,732
11
2002
10/17
30
Baltimore, MD
—
283
1,484
—
—
283
1,484
1,767
12
1984
10/17
25
Beaumont, TX
—
822
624
—
—
822
624
1,446
4
1989
10/17
30
Boston, MA
—
4,536
2,964
—
—
4,536
2,964
7,500
25
1960
10/17
25
Carson, CA
—
5,646
3,764
—
—
5,646
3,764
9,410
26
2002
10/17
30
Charlotte, NC
—
389
626
—
—
389
626
1,015
5
1964
10/17
25
Cincinnati, OH
—
453
1,842
—
—
453
1,842
2,295
15
1971
10/17
25
Columbus, OH
—
483
1,051
—
—
483
1,051
1,534
9
1968
10/17
25
Deer Park, TX
—
443
1,953
—
—
443
1,953
2,396
14
1984
10/17
30
Fayetteville, NC
—
311
2,038
—
—
311
2,038
2,349
17
1981
10/17
25
Foothill Ranch, CA
—
3,484
1,799
—
—
3,484
1,799
5,283
12
2003
10/17
30
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:
Gilbert, AZ
—
839
1,754
—
—
839
1,754
2,593
12
1997
10/17
30
Greensboro, NC
—
351
843
—
—
351
843
1,194
6
1988
10/17
30
Henderson, CO
—
877
1,414
—
—
877
1,414
2,291
10
2005
10/17
30
Houston, TX
—
417
596
—
—
417
596
1,013
5
1972
10/17
25
Lakeland, FL
—
802
1,264
—
—
802
1,264
2,066
9
1998
10/17
30
Las Vegas, NV
—
1,845
4,999
—
—
1,845
4,999
6,844
42
1975
10/17
25
Little Rock, AR
—
463
1,342
—
—
463
1,342
1,805
11
1974
10/17
25
Macon, GA
—
275
731
—
—
275
731
1,006
5
1999
10/17
30
Miami, FL
—
3,041
1,469
—
—
3,041
1,469
4,510
12
1970
10/17
25
Norcross, GA
—
692
464
—
—
692
464
1,156
4
1969
10/17
25
Oklahoma City, OK
—
416
1,295
—
—
416
1,295
1,711
11
1983
10/17
25
Orlando, FL
—
707
2,318
—
—
707
2,318
3,025
16
1998
10/17
30
Pensacola, FL
—
180
851
—
—
180
851
1,031
6
1985
10/17
30
Phoenix, AZ
—
511
814
—
—
511
814
1,325
7
1976
10/17
25
Raleigh, NC
—
622
2,018
—
—
622
2,018
2,640
17
1965
10/17
25
Richland, MS
—
208
1,268
—
—
208
1,268
1,476
9
1996
10/17
30
Riviera Beach, FL
—
1,130
3,380
—
—
1,130
3,380
4,510
20
2007
10/17
35
Roseville, CA
—
1,233
5,544
—
—
1,233
5,544
6,777
39
2002
10/17
30
San Diego, CA
—
3,407
4,283
—
—
3,407
4,283
7,690
36
1977
10/17
25
Sarasota, FL
—
443
1,377
—
—
443
1,377
1,820
11
1959
10/17
25
Savannah, GA
—
426
758
—
—
426
758
1,184
5
1989
10/17
30
Springdale, AR
—
702
323
—
—
702
323
1,025
2
1996
10/17
30
Springfield, MO
—
199
1,078
—
—
199
1,078
1,277
9
1971
10/17
25
Tampa, FL
—
490
2,026
—
—
490
2,026
2,516
17
1966
10/17
25
Texas City, TX
—
539
700
—
—
539
700
1,239
6
1972
10/17
25
Virginia Beach, VA
—
463
1,398
—
—
463
1,398
1,861
10
1986
10/17
30
West Sacramento, CA
—
575
2,302
—
—
575
2,302
2,877
16
1987
10/17
30
Hibbett Sports:
Sealy, TX
—
208
230
282
—
208
512
720
116
1982
03/99
(g)
40
Hobby Lobby:
Beavercreek, OH
—
1,837
—
3,790
—
1,926
3,701
5,627
189
2015
08/15
(m)
40
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:
Hollywood Feed:
Ridgeland, MS
—
343
411
362
—
343
773
1,116
167
1997
08/06
40
Home Decor:
Memphis, TN
—
549
540
364
—
549
904
1,453
412
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
1,005
1995
12/95
40
Hometown Urgent Care:
Warren, OH
—
562
468
100
—
562
568
1,130
207
1997
12/01
40
Hooters:
Tampa, FL
—
784
505
450
—
784
955
1,739
238
1993
12/01
40
Hudson Grille:
Alpharetta, GA
—
3,033
1,642
209
—
3,033
1,851
4,884
659
1999
12/01
40
Humana:
Sunrise, FL
—
800
253
—
—
800
253
1,053
86
1984
05/04
40
Hy-Vee:
St. Joseph, MO
—
1,580
2,849
—
—
1,580
2,849
4,429
1,089
1991
09/02
40
Insurance Auto Auctions:
New Orleans, LA
—
1,445
—
4,123
—
1,445
3,987
5,432
570
1993
06/13
(o)
30
E Dundee, IL
—
2,772
—
8,320
—
2,772
8,320
11,092
624
2014
01/14
(m)
40
Bergen, NY
—
762
—
3,201
—
762
3,201
3,963
150
2016
08/15
(m)
40
Eminence, KY
—
724
4,928
—
—
724
4,928
5,652
182
2015
09/16
35
Meridian, ID
—
1,076
—
4,048
—
1,076
4,048
5,124
130
2006
10/16
(o)
35
Flint, MI
—
1,049
—
—
—
1,049
(e)
1,049
(e)
(e)
10/16
(m)
(m)
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:
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
215
2002
06/05
30
ISD Renal:
Corpus Christi, TX
—
406
4,036
—
—
406
4,036
4,442
813
1978
12/11
30
Kendallville, IN
—
66
2,748
—
—
66
2,748
2,814
474
2007
12/11
35
Memphis, TN
—
180
3,223
—
—
180
3,223
3,403
649
2002
12/11
30
Memphis, TN
—
283
4,146
—
—
283
4,146
4,429
835
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
388
2001
06/05
40
Jack's:
Blounstville, AL
—
435
1,543
—
—
435
1,543
1,978
114
1997
10/15
30
Centre, AL
—
128
2,648
—
—
128
2,648
2,776
167
2006
10/15
35
Collinsville, AL
—
119
1,968
—
—
119
1,968
2,087
174
1994
10/15
25
Demopolis, AL
—
208
1,514
—
—
208
1,514
1,722
96
2007
10/15
35
Geraldine, AL
—
119
2,125
—
—
119
2,125
2,244
156
1998
10/15
30
Guin, AL
—
89
1,652
—
—
89
1,652
1,741
122
1999
10/15
30
Hanceville, AL
—
544
1,779
—
—
544
1,779
2,323
131
2002
10/15
30
Holly Pond, AL
—
119
2,056
—
—
119
2,056
2,175
151
2000
10/15
30
Jasper, AL
—
247
2,549
—
—
247
2,549
2,796
225
1983
10/15
25
Ohatchee, AL
—
119
1,938
—
—
119
1,938
2,057
143
1995
10/15
30
Scottsboro, AL
—
247
1,494
—
—
247
1,494
1,741
94
2006
10/15
35
Fyffe, AL
—
95
1,657
—
—
95
1,657
1,752
94
2001
04/16
30
Lafayette, AL
—
209
1,989
—
—
209
1,989
2,198
136
1987
04/16
25
Pinson, AL
—
228
2,453
—
—
228
2,453
2,681
140
1994
04/16
30
Jared Jewelers:
Phoenix, AZ
—
(l)
1,242
—
—
(l)
310
310
31
1998
12/01
30
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:
Richmond, VA
—
955
1,336
—
—
955
1,336
2,291
536
1998
12/01
40
Brandon, FL
—
1,197
1,182
—
—
1,197
1,182
2,379
462
2001
05/02
40
Lithonia, GA
—
1,271
1,216
—
—
1,271
1,216
2,487
475
2001
05/02
40
Houston, TX
—
1,676
1,440
—
—
1,676
1,440
3,116
541
1999
12/02
40
Oviedo, FL
—
1,328
1,500
—
—
1,328
868
2,196
66
1998
06/13
30
Jiffi Stop:
Barry, IL
—
48
1,194
—
—
48
1,194
1,242
58
1984
10/16
25
Bowen, IL
—
39
744
—
—
39
744
783
30
1999
10/16
30
Carrollton, IL
—
48
1,319
—
—
48
1,319
1,367
64
1986
10/16
25
Griggsville, IL
—
29
801
—
—
29
801
830
39
1983
10/16
25
Jacksonville, IL
—
854
4,251
—
—
854
4,251
5,105
147
2010
10/16
35
Pittsfield, IL
—
19
581
—
—
19
581
600
28
1947
10/16
25
Pleasant Hill, IL
—
87
753
—
—
87
753
840
36
1980
10/16
25
Quincy, IL
—
596
2,056
—
—
596
2,056
2,652
83
2003
10/16
30
Quincy, IL
—
183
1,539
—
—
183
1,539
1,722
62
2002
10/16
30
Quincy, IL
—
58
676
—
—
58
676
734
33
1994
10/16
25
Springfield, IL
—
518
3,782
—
—
518
3,782
4,300
183
1995
10/16
25
Springfield, IL
—
288
2,411
—
—
288
2,411
2,699
117
1992
10/16
25
Springfield, IL
—
192
2,593
—
—
192
2,593
2,785
125
1993
10/16
25
Springfield, IL
—
231
1,625
—
—
231
1,625
1,856
65
1999
10/16
30
Taylor, MO
—
39
945
—
—
39
945
984
46
1982
10/16
25
Jiffy Lube:
Auburn, MA
—
455
856
—
—
455
856
1,311
85
1988
07/14
35
Ayer, MA
—
326
792
—
—
326
792
1,118
91
1989
07/14
30
Barrington, IL
—
371
612
—
—
371
612
983
71
1986
07/14
30
Berwyn, IL
—
359
709
—
—
359
709
1,068
70
1985
07/14
35
Bolingbrook, IL
—
185
562
—
—
185
562
747
65
1986
07/14
30
Burbank, IL
—
156
418
—
—
156
418
574
72
1986
07/14
20
Plattsburgh, NY
—
127
421
—
—
127
421
548
58
1993
07/14
25
Romeoville, IL
—
158
557
—
—
158
557
715
64
1988
07/14
30
Worcester, MA
—
287
827
—
—
287
827
1,114
82
1988
07/14
35
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:
Jin's Asian Cafe:
Sealy, TX
—
67
74
1
—
67
75
142
36
1982
03/99
40
Jo-Ann etc:
Corpus Christi, TX
—
818
896
71
—
818
967
1,785
557
1967
11/93
40
St. Peters, MO
—
1,741
5,406
1,233
—
1,741
6,639
8,380
1,930
2005
06/05
(g)
40
Johnny Carino's:
Lubbock, TX
—
1,007
1,206
—
—
1,007
1,206
2,213
483
1995
12/01
40
Just 4 Dogs Pet Salon:
Orlando, FL
—
37
101
6
—
37
107
144
35
2001
02/04
40
Just Toys Classic Cars:
Orlando, FL
—
820
2,441
125
—
820
2,566
3,386
1,467
1992
05/93
40
Kangaroo Express:
Carthage, NC
—
485
354
—
—
485
354
839
101
1989
08/06
40
Sanford, NC
—
666
661
—
—
666
661
1,327
188
2000
08/06
40
Sanford, NC
—
1,638
1,371
—
—
1,638
1,371
3,009
390
2003
08/06
40
Siler City, NC
—
586
645
—
—
586
645
1,231
184
1998
08/06
40
West End, NC
—
426
516
—
—
397
516
913
147
1999
08/06
40
Belleview, FL
—
471
1,451
—
—
471
1,451
1,922
413
2006
08/06
40
Jacksonville, FL
—
807
1,239
—
—
807
1,239
2,046
352
1975
08/06
40
Jacksonville, FL
—
683
1,362
—
—
683
1,362
2,045
387
1969
08/06
40
Destin, FL
—
1,366
1,192
—
—
1,366
1,192
2,558
337
2000
09/06
40
Niceville, FL
—
1,434
1,124
—
—
1,434
1,124
2,558
317
2000
09/06
40
Kill Devil Hills, NC
—
490
741
—
—
490
741
1,231
208
1995
10/06
40
Kill Devil Hills, NC
—
679
552
—
—
679
552
1,231
155
1990
10/06
40
Interlachen, FL
—
519
1,500
—
—
519
1,500
2,019
367
2007
10/06
40
Clarksville, TN
—
276
955
—
—
276
955
1,231
264
1999
12/06
40
Clarksville, TN
—
521
710
—
—
521
710
1,231
196
1999
12/06
40
Gallatin, TN (n)
—
474
757
—
—
474
757
1,231
209
1999
12/06
40
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:
Midland City, AL
—
729
2,538
—
—
729
2,538
3,267
701
2006
12/06
40
Naples, FL
—
3,195
1,403
—
—
2,985
1,403
4,388
387
2001
12/06
40
Columbiana, AL
—
771
989
—
—
771
989
1,760
271
1982
01/07
40
Naples, FL
—
3,162
1,597
—
—
3,162
1,597
4,759
434
1995
02/07
40
Longs, SC
—
745
758
—
—
745
758
1,503
204
2001
03/07
40
Kentwood, LA
—
985
891
—
—
985
891
1,876
240
2001
03/07
40
Dothan, AL
—
774
1,886
—
—
774
1,886
2,660
509
2007
03/07
40
Naples, FL
—
2,412
1,589
—
—
2,412
1,589
4,001
422
2000
05/07
40
Cary, NC
—
1,314
2,125
—
—
1,314
2,125
3,439
551
2007
08/07
40
Havelock, NC
—
170
681
—
—
170
681
851
78
1962
07/14
30
Statesville, NC
—
249
653
—
—
249
653
902
64
1960
07/14
35
KARM Home Store:
Knoxville, TN
—
467
735
—
—
467
735
1,202
348
1999
01/98
(f)
40
Kash n' Karry:
Seffner, FL
—
322
1,222
—
—
322
1,222
1,544
434
1983
03/99
40
Kay Jeweler's:
Farmington, MO
—
654
—
811
—
654
811
1,465
4
2017
07/17
(m)
(k)
Keg Steakhouse:
Lynnwood, WA
—
1,256
649
—
—
1,256
649
1,905
260
1992
12/01
40
KFC:
Fenton, MO
—
307
496
—
—
307
496
803
384
1985
07/92
33
Erie, PA
—
517
496
—
—
517
496
1,013
199
1996
12/01
40
Marysville, WA
—
647
546
—
—
647
546
1,193
219
1996
12/01
40
Evansville, IN
—
370
767
—
—
370
767
1,137
223
2004
05/06
40
Hampton, VA
—
251
1,173
—
—
251
1,173
1,424
200
2001
11/12
30
Mechanicsville, VA
—
482
422
—
—
482
422
904
86
1989
11/12
25
Newport News, VA
—
461
883
—
—
461
883
1,344
151
2001
11/12
30
Newport News, VA
—
582
392
—
—
582
392
974
80
1985
11/12
25
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:
Newport News, VA
—
572
442
—
—
572
442
1,014
91
1986
11/12
25
Richmond, VA
—
492
452
—
—
492
452
944
66
2003
11/12
35
Richmond, VA
—
552
532
—
—
552
532
1,084
109
1984
11/12
25
Richmond, VA
—
532
472
—
—
532
472
1,004
97
1986
11/12
25
Richmond, VA
—
481
1,253
—
—
481
1,253
1,734
257
1990
11/12
25
Richmond, VA
—
452
452
—
—
452
452
904
93
1984
11/12
25
Virginia Beach, VA
—
402
482
—
—
402
482
884
99
1984
11/12
25
Ahoskie, NC
—
393
1,012
—
—
393
1,012
1,405
164
1988
12/13
25
Elizabeth City, NC
—
197
1,209
—
—
197
1,209
1,406
195
1988
12/13
25
Brownsville, TX
—
334
865
—
—
334
865
1,199
137
1990
01/14
25
Brownsville, TX
—
404
374
—
—
404
374
778
42
2003
01/14
35
Copperas Cove, TX
—
256
747
—
—
256
747
1,003
99
2001
01/14
30
Del Rio, TX
—
453
246
—
—
453
246
699
33
1995
01/14
30
Eagle Pass, TX
—
226
1,071
—
—
226
1,071
1,297
170
1992
01/14
25
Edinburg, TX
—
452
1,237
—
—
452
1,237
1,689
163
1996
01/14
30
Harker Heights, TX
—
275
1,218
—
—
275
1,218
1,493
138
2008
01/14
35
Harlingen, TX
—
128
1,708
—
—
128
1,708
1,836
270
1992
01/14
25
Jacksonville, TX
—
69
562
—
—
69
562
631
89
1985
01/14
25
Killeen, TX
—
226
1,228
—
—
226
1,228
1,454
162
1993
01/14
30
Laredo, TX
—
265
1,580
—
—
265
1,580
1,845
208
1996
01/14
30
Marshall, TX
—
89
709
—
—
89
709
798
112
1985
01/14
25
McAllen, TX
—
491
1,051
—
—
491
1,051
1,542
166
1987
01/14
25
Mission, TX
—
137
1,404
—
—
137
1,404
1,541
185
1993
01/14
30
Palestine, TX
—
89
484
—
—
89
484
573
77
1996
01/14
25
Pharr, TX
—
167
581
—
—
167
581
748
77
1999
01/14
30
Rio Grande City, TX
—
256
394
—
—
256
394
650
45
2004
01/14
35
S Padre Island, TX
—
856
30
—
—
856
30
886
4
1994
01/14
30
San Benito, TX
—
177
503
—
—
177
503
680
66
1994
01/14
30
Temple, TX
—
246
1,188
—
—
246
1,188
1,434
188
1985
01/14
25
Tyler, TX
—
709
30
—
—
709
30
739
4
1994
01/14
30
Waco, TX
—
463
246
—
—
463
246
709
32
1993
01/14
30
Waco, TX
—
276
620
—
—
276
620
896
98
1984
01/14
25
Weslaco, TX
—
236
1,561
—
—
236
1,561
1,797
206
1995
01/14
30
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:
Belton, MO
—
267
744
—
—
267
744
1,011
54
1987
06/15
35
Cameron, MO
—
229
1,143
—
—
229
1,143
1,372
97
1999
06/15
30
Columbia, MO
—
343
839
—
—
343
839
1,182
71
1987
06/15
30
Excelsior Springs, MO
—
286
1,219
—
—
286
1,219
1,505
124
1988
06/15
25
Ft Pierce, FL
—
363
487
—
—
363
487
850
41
1992
06/15
30
Ft Pierce, FL
—
591
695
—
—
591
695
1,286
59
2004
06/15
30
Lake Wales, FL
—
162
1,561
—
—
162
1,561
1,723
159
1986
06/15
25
Oak Grove, MO
—
209
1,323
—
—
209
1,323
1,532
112
2003
06/15
30
Port St Lucie, FL
—
695
857
—
—
695
857
1,552
73
1998
06/15
30
Port St Lucie, FL
—
723
1,740
—
—
723
1,740
2,463
126
2006
06/15
35
Sebastian, FL
—
409
1,123
—
—
409
1,123
1,532
95
2000
06/15
30
Vero Beach, FL
—
428
1,218
—
—
412
1,218
1,630
103
2004
06/15
30
Lisle, IL
—
499
1,314
—
—
499
1,314
1,813
100
2000
09/15
30
Lockport, IL
—
499
1,085
—
—
499
1,085
1,584
83
2007
09/15
30
Sandwich, IL
—
86
1,143
—
—
86
1,143
1,229
87
1999
09/15
30
Yorkville, IL
—
413
960
—
—
399
960
1,359
88
1972
09/15
25
Kid's Furniture Depot:
Corpus Christi, TX
TX
125
137
229
—
125
366
491
146
1967
11/93
40
Kohl's:
Florence, AL
—
818
1,047
—
—
818
698
1,516
234
2006
06/04
40
Kroger:
Elkhart, IN
—
541
1,550
—
—
541
1,550
2,091
357
1979
07/14
15
Kum & Go:
Omaha, NE
—
393
214
—
—
393
214
607
134
1979
06/05
20
Kwik Pik:
Bear Creek, PA
—
191
230
—
—
191
230
421
142
1980
08/05
20
Bradford, PA
—
184
762
—
—
184
762
946
471
1983
08/05
20
Coraopolis, PA
—
476
347
—
—
476
347
823
215
1983
08/05
20
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:
Bear Creek Township, PA
—
689
275
—
—
689
275
964
169
1980
09/05
20
Beech Creek, PA
—
477
613
—
—
477
613
1,090
183
1988
01/06
40
Canisteo, NY
—
142
485
—
—
142
485
627
145
1983
01/06
40
Curwensville, PA
—
226
608
—
—
226
608
834
182
1983
01/06
40
Ellwood City, PA
—
196
526
—
—
196
526
722
157
1987
01/06
40
Hastings, PA
—
199
455
—
—
199
455
654
136
1989
01/06
40
Jersey Shore, PA
—
515
381
—
—
515
381
896
114
1960
01/06
40
Leeper, PA
—
286
644
—
—
286
644
930
192
1987
01/06
40
Lewisberry, PA
—
412
534
—
—
412
534
946
160
1988
01/06
40
Mercersburg, PA
—
672
746
—
—
672
746
1,418
223
1988
01/06
40
New Florence, PA
—
298
812
—
—
298
812
1,110
243
1989
01/06
40
Newstead, NY
—
255
835
—
—
255
835
1,090
250
1990
01/06
40
Philipsburg, PA
—
428
269
—
—
428
269
697
80
1978
01/06
40
Plainfield, PA
—
244
383
—
—
244
383
627
114
1988
01/06
40
Reynoldsville, PA
—
113
328
—
—
113
328
441
98
1983
01/06
40
Port Royal, PA
—
238
635
—
—
238
635
873
364
1989
07/06
20
LA Fitness:
Little Rock, AR
—
3,113
2,660
4,125
—
3,113
6,785
9,898
1,781
1997
09/98
40
Sarasota, FL
—
471
1,344
4,450
—
471
5,794
6,265
1,249
1983
03/99
(g)
40
Centerville, OH
—
2,700
—
8,572
—
2,700
8,572
11,272
1,830
2009
06/08
(m)
40
Warren, MI
—
2,360
—
6,674
—
2,360
6,674
9,034
1,467
2009
07/08
(m)
40
Cincinnati, OH
—
5,145
—
9,011
—
5,145
9,011
14,156
1,924
2009
08/08
(m)
40
Lawrence, IN
—
1,599
—
5,867
—
1,762
5,870
7,632
1,082
2010
01/10
(m)
40
Laveen, AZ
—
1,665
—
5,749
—
1,665
5,749
7,414
1,036
2010
02/10
(m)
40
Kennesaw, GA
—
3,653
—
3,325
—
3,653
3,325
6,978
578
2011
07/10
(m)
40
Arlington, TX
—
1,166
6,214
—
—
1,166
6,214
7,380
1,235
2007
01/11
35
Hurst, TX
—
1,494
6,187
—
—
1,494
6,187
7,681
1,142
2008
07/11
35
South Plainfield, NJ
—
2,415
6,592
—
—
2,415
6,592
9,007
1,044
2006
06/12
35
McDonough, GA
—
1,503
6,727
—
—
1,503
6,727
8,230
1,017
2008
09/12
35
Greensburg, PA
—
1,791
7,015
—
—
1,791
7,015
8,806
884
2012
12/12
40
Indianapolis, IN
—
1,651
6,585
—
—
1,651
6,585
8,236
830
2012
12/12
40
Phoenix, AZ
—
1,601
6,540
—
—
1,601
6,540
8,141
824
2012
12/12
40
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:
Tampa, FL
—
4,492
10,894
—
—
4,492
10,894
15,386
1,373
2012
12/12
40
West Dundee, IL
—
1,961
6,525
—
—
1,961
6,525
8,486
822
2012
12/12
40
Irving, TX
—
3,636
7,326
—
—
3,636
7,326
10,962
968
2006
05/13
35
Royal Oak, MI
—
3,238
8,998
—
—
3,238
8,998
12,236
1,103
2010
09/13
35
St. Louis Park, MN
—
3,436
8,665
—
—
3,436
8,665
12,101
1,001
2009
12/13
35
Pompano Beach, FL
—
7,009
—
9,572
—
7,009
9,572
16,581
473
2015
12/14
(m)
40
San Antonio, TX
—
2,084
—
7,157
—
2,081
7,157
9,238
335
2016
02/15
(m)
40
Antioch, CA
—
2,521
—
8,510
—
2,521
8,510
11,031
381
2016
06/15
(m)
40
Plymouth, MI
—
1,646
—
7,820
—
1,646
7,820
9,466
399
2015
06/15
(m)
40
Spanaway, WA
—
846
—
7,331
—
846
7,331
8,177
344
2016
07/15
(m)
40
Round Rock, TX
—
1,556
—
7,205
—
1,556
7,205
8,761
143
2017
04/16
(m)
40
Roswell, GA
—
3,175
—
7,563
—
3,175
7,563
10,738
102
2017
10/16
(m)
(k)
Cordova, TN
—
2,391
—
7,065
—
2,391
7,065
9,456
37
2017
12/16
(m)
(k)
Lakeland, FL
—
1,856
—
6,518
—
1,856
6,518
8,374
7
2017
12/16
(m)
(k)
Livonia, MI
—
2,729
—
—
—
2,729
(e)
2,729
(e)
(e)
08/17
(m)
(e)
LaPetite Academy:
Albuquerque, NM
—
332
1,166
—
—
332
1,166
1,498
134
1989
07/14
30
Ft. Worth, TX
—
140
383
—
—
140
383
523
88
1981
07/14
15
Moore, OK
—
119
412
—
—
119
412
531
95
1982
07/14
15
Oklahoma City, OK
—
100
391
—
—
100
391
491
90
1982
07/14
15
Last Stop West:
Azle, TX
—
648
859
—
—
648
859
1,507
226
1970
06/07
40
Life Time Fitness:
Mt. Laurel, NJ
—
3,617
39,878
—
—
3,617
39,878
43,495
1,851
2015
05/16
35
Framingham, MA
—
8,860
37,806
—
—
8,860
37,806
46,666
1,142
2016
10/16
40
Gaithersburg, MD
—
8,344
45,286
—
—
8,344
45,286
53,630
1,368
2016
10/16
40
Lil' Champ:
Gainesville, FL
—
900
—
1,800
—
900
1,800
2,700
486
2006
07/05
(m)
40
Jacksonville, FL
—
2,225
3,265
—
—
2,225
3,265
5,490
783
2006
08/05
40
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:
Ocala, FL
—
846
—
1,564
—
846
1,564
2,410
412
2006
02/06
(m)
40
LoanMax:
Bridgeview, IL
—
673
744
—
—
673
744
1,417
298
1997
12/01
40
Logan's Roadhouse:
Alexandria, LA
—
1,218
3,049
—
—
1,218
3,049
4,267
848
1998
11/06
40
Beckley, WV
—
1,396
2,405
—
—
1,396
2,405
3,801
669
2006
11/06
40
Cookeville, TN
—
1,262
2,271
—
—
1,262
2,271
3,533
632
1997
11/06
40
Greenwood, IN
—
1,341
2,105
—
—
1,341
2,105
3,446
586
2000
11/06
40
Hurst, TX
—
1,858
1,916
—
—
1,858
1,916
3,774
533
1999
11/06
40
Jackson, TN
—
1,200
2,246
—
—
1,200
2,246
3,446
625
1994
11/06
40
Lake Charles, LA
—
1,285
2,202
—
—
1,285
2,202
3,487
613
1998
11/06
40
McAllen, TX
—
1,608
2,178
—
—
1,608
2,178
3,786
606
2005
11/06
40
Roanoke, VA
—
2,302
1,947
—
—
2,302
1,947
4,249
542
1998
11/06
40
San Marcos, TX
—
837
1,453
—
—
837
1,453
2,290
404
2000
11/06
40
Smyrna, TN
—
1,335
2,047
—
—
1,335
2,047
3,382
569
2002
11/06
40
Franklin, TN
—
2,519
1,705
—
—
2,519
1,705
4,224
471
1995
12/06
40
Southhaven, MS
—
1,298
1,338
—
—
1,298
1,338
2,636
369
2005
12/06
40
Columbus, MS
—
707
—
1,681
—
707
1,681
2,388
268
2011
11/10
(m)
40
Nashville, TN
—
844
—
1,592
—
844
1,592
2,436
244
2011
06/11
(m)
40
Marion, IL
—
1,016
—
1,674
—
1,016
1,674
2,690
221
2012
03/12
(m)
40
Pooler, GA
—
1,159
—
1,720
—
1,159
1,720
2,879
210
2013
03/12
(m)
40
Cullman, AL
—
889
—
1,585
—
889
1,585
2,474
206
2012
04/12
(m)
40
Lebanon, TN
—
789
—
1,725
—
789
1,725
2,514
217
2012
06/12
(m)
40
Chester, VA
—
871
—
1,697
—
871
1,697
2,568
210
2013
07/12
(m)
40
Gonzales, LA
—
975
—
1,696
—
975
1,696
2,671
203
2013
10/12
(m)
40
Madison, AL
—
689
—
1,657
—
689
1,657
2,346
192
2013
11/12
(m)
40
Hopkinsville, KY
—
644
—
1,788
—
644
1,788
2,432
166
2014
09/13
(m)
40
Muscle Shoals, AL
—
907
—
1,506
—
907
1,506
2,413
114
2014
06/14
(m)
40
Lowe's:
Memphis, TN
—
3,215
9,170
24
—
3,215
9,194
12,409
3,572
2001
06/02
40
Magic China Café:
Orlando, FL
—
40
111
—
—
40
111
151
38
2001
02/04
40
Magic Mountain:
Columbus, OH
—
2,076
1,906
124
—
2,076
2,030
4,106
521
1990
06/07
40
Columbus, OH
—
5,380
2,693
25
—
5,380
2,718
8,098
714
1990
06/07
40
Main Event:
Oklahoma City, OK
—
2,004
8,711
—
—
2,004
8,711
10,715
553
2014
06/15
40
San Antonio, TX
—
2,115
10,080
—
—
2,115
10,080
12,195
732
2014
06/15
35
Tulsa, OK
—
1,542
7,748
—
—
1,542
7,748
9,290
492
2015
06/15
40
Fort Worth, TX
—
2,538
—
6,623
—
2,538
6,622
9,160
310
2016
12/15
(m)
40
Louisville, KY
—
2,504
—
6,375
—
2,504
6,375
8,879
286
2016
12/15
(m)
40
Independence, MO
—
1,794
7,650
—
—
1,794
7,650
9,444
390
2015
12/15
40
Memphis, TN
—
1,263
6,825
—
—
1,263
6,825
8,088
348
2015
12/15
40
Olathe, KS
—
3,174
—
6,704
—
3,174
6,704
9,878
203
2016
02/16
(m)
40
West Chester, OH
—
2,767
—
6,414
—
2,767
6,414
9,181
261
2016
02/16
(m)
40
Hoffman Estates, IL
—
1,730
—
8,022
—
1,730
8,022
9,752
276
2016
06/16
(m)
40
Suwanee, GA
—
2,172
—
6,736
—
2,172
6,736
8,908
175
2016
06/16
(m)
40
Albuquerque, NM
—
2,531
—
6,889
—
2,531
6,889
9,420
266
2016
06/16
(m)
40
Humble, TX
—
2,669
—
6,149
—
2,669
6,149
8,818
96
2017
10/16
(m)
(k)
Kansas City, MO
—
3,519
—
5,442
—
3,519
5,442
8,961
85
2017
10/16
(m)
40
Knoxville, TN
—
3,225
—
6,887
—
3,225
6,887
10,112
79
2017
12/16
(m)
(k)
Gilbert, AZ
—
2,348
—
6,268
—
2,348
6,268
8,616
98
2017
02/17
(m)
(k)
Highlands Ranch, CO
—
3,297
—
—
—
3,297
(e)
3,297
(e)
(e)
07/17
(m)
(e)
Avon, OH
—
2,760
—
—
—
2,760
(e)
2,760
(e)
(e)
07/17
(m)
(e)
Mariscos Morales Mexican Restaurant:
Gresham, OR
—
817
108
28
—
817
136
953
48
1993
12/01
40
Mattress Firm:
Baton Rouge, LA
—
609
914
—
—
609
914
1,523
503
1995
12/95
(m)
40
Buford, GA
—
635
1,635
465
—
635
2,100
2,735
624
2003
07/04
(g)
40
Lancaster, OH
—
600
—
793
—
600
671
1,271
100
2012
01/08
(g)
40
Plainfield, IN
—
379
—
1,267
—
379
1,267
1,646
107
2014
01/14
(m)
40
Fayetteville, AR
—
891
2,229
—
—
891
2,229
3,120
288
1998
02/14
30
Pocatello, ID
—
268
—
1,505
—
268
1,505
1,773
114
2014
09/14
(m)
40
South Jordan, UT
—
719
—
1,572
—
719
1,572
2,291
110
2015
11/14
(m)
40
Helena, MT
—
658
1,568
—
—
658
1,568
2,226
96
2015
03/15
40
Kentwood, MI
—
593
1,531
—
—
593
1,531
2,124
104
2015
04/15
40
Muncie, IN
—
288
1,537
—
—
288
1,537
1,825
119
2015
04/15
35
Sandusky, OH
—
518
1,409
—
—
518
1,409
1,927
90
2015
06/15
40
Fort Collins, CO
—
757
—
1,301
—
757
1,301
2,058
69
2015
07/15
(m)
40
Wooster, OH
—
332
1,334
—
—
332
1,334
1,666
43
2016
09/16
40
Mavis Discount Tire:
N. Plainfield, NJ
—
746
1,548
—
—
746
1,548
2,294
3
1974
12/17
25
Raritan, NJ
—
703
983
—
—
703
983
1,686
2
1965
12/17
25
MedExpress Urgent Care:
Fairmont, WV
—
245
1,859
—
—
245
1,859
2,104
299
2011
05/12
35
Hanover, PA
—
533
1,521
—
—
533
1,521
2,054
244
2011
05/12
35
Hermitage, PA
—
445
2,108
—
—
445
2,108
2,553
339
2011
05/12
35
Latrobe, PA
—
681
1,511
—
—
681
1,511
2,192
243
2011
05/12
35
Mt. Pleasant, PA
—
593
1,482
—
—
593
1,482
2,075
238
2011
05/12
35
Pittsburgh, PA
—
227
1,936
—
—
227
1,936
2,163
363
1970
05/12
30
Martinsburg, WV
—
917
—
650
—
917
650
1,567
70
2013
12/12
(m)
40
Wheeling, WV
—
485
1,232
—
—
485
1,232
1,717
197
1989
03/13
30
Huntington, WV
—
990
—
735
—
1,017
735
1,752
77
2013
08/13
(m)
40
Anderson, IN
—
777
—
661
—
777
661
1,438
67
2013
08/13
(m)
40
Terre Haute, IN
—
144
1,616
—
—
144
1,616
1,760
236
1991
08/13
30
Benton, AR
—
376
1,125
—
—
376
1,125
1,501
69
2015
07/15
40
Connellsville, PA
—
162
1,172
—
—
162
1,172
1,334
72
2015
07/15
40
Rogers, AR
—
435
1,168
—
—
435
1,168
1,603
72
2015
07/15
40
Russellville, AR
—
247
1,098
—
—
247
1,098
1,345
77
2015
07/15
35
Hot Springs, AR
—
440
1,155
—
—
440
1,155
1,595
69
2015
08/15
40
Salina, KS
—
321
1,315
—
—
321
1,315
1,636
86
1999
09/15
35
Lehigh Acres, FL
—
459
—
2,151
—
459
2,151
2,610
161
2016
10/15
(m)
25
North Little Rock, AR
—
489
1,137
—
—
489
1,137
1,626
56
2015
01/16
40
Little Rock, AR
—
858
1,806
—
—
858
1,806
2,664
88
2016
01/16
40
Swansea, IL
—
236
1,292
—
—
236
1,292
1,528
66
1997
06/16
30
Derby, KS
—
442
—
—
—
442
(i)
442
(i)
(i)
07/16
(i)
Alton, IL
—
376
1,397
—
—
376
1,397
1,773
51
2016
07/16
40
Pine Bluff, AR
—
478
—
—
—
478
(i)
478
(i)
(i)
07/16
(i)
Collinsville, IL
—
304
—
—
—
304
(i)
304
(i)
(i)
08/16
(i)
Wichita, KS
—
213
—
—
—
213
(i)
213
(i)
(i)
08/16
(i)
Wichita, KS
—
482
—
—
—
482
(i)
482
(i)
(i)
08/16
(i)
Quakertown, PA
—
658
—
—
—
658
(i)
658
(i)
(i)
08/16
(i)
Fort Myers, FL
—
1,522
—
—
—
1,522
(i)
1,522
(i)
(i)
09/16
(i)
Grand Rapids, MI
—
435
—
—
—
435
(i)
435
(i)
(i)
10/16
(i)
Naples, FL
—
689
—
—
—
689
(i)
689
(i)
(i)
10/16
(i)
New Baltimore, MI
—
478
—
—
—
478
(i)
478
(i)
(i)
10/16
(i)
Duluth, MN
—
535
—
—
—
535
(i)
535
(i)
(i)
12/16
(i)
Hadley, MA
—
866
—
—
—
866
(i)
866
(i)
(i)
05/17
(i)
Richmond, VA
—
734
—
—
—
734
(i)
734
(i)
(i)
05/17
(i)
Bemidji, MN
—
475
—
—
—
475
(i)
475
(i)
(i)
06/17
(i)
Hagerstown, MD
—
850
—
—
—
850
(i)
850
(i)
(i)
07/17
(i)
Clinton Township, MI
—
485
—
—
—
485
(i)
485
(i)
(i)
07/17
(i)
Rochester, MN
—
751
—
—
—
751
(i)
751
(i)
(i)
08/17
(i)
Jenison, MI
—
271
—
—
—
271
(i)
271
(i)
(i)
08/17
(i)
Merchant's Tires:
Hampton, VA
—
180
427
—
—
180
427
607
137
1986
03/05
40
Newport News, VA
—
234
259
—
—
234
259
493
83
1986
03/05
40
Norfolk, VA
—
398
508
—
—
398
508
906
162
1986
03/05
40
Rockville, MD
—
1,030
306
—
—
1,016
306
1,322
98
1974
03/05
40
Washington, DC
—
624
578
—
—
624
578
1,202
185
1983
03/05
40
Michaels:
Fairfax, VA
—
534
773
1,369
—
992
2,141
3,133
936
1995
12/95
40
Altamonte Springs, FL
—
1,947
3,267
1,198
—
1,947
3,370
5,317
806
1997
09/97
26
Plymouth Meeting, PA
—
2,911
2,595
62
—
2,911
2,656
5,567
1,166
1999
10/98
(g)
40
Florissant, MO
—
523
617
1,784
—
524
2,399
2,923
519
1996
04/03
(g)
40
Miller's Ale House:
Pensacola, FL
—
1,363
1,842
—
—
1,363
1,842
3,205
353
2008
04/11
35
Oviedo, FL
—
113
—
3,785
—
113
3,785
3,898
493
2012
10/11
(m)
40
Mimi's:
Tampa, FL
—
688
2,357
—
—
688
2,357
3,045
304
2003
02/14
30
Mister Car Wash:
Anoka, MN
—
212
214
—
—
212
214
426
153
1968
04/07
15
Brooklyn Park, MN
—
438
778
—
—
438
778
1,216
333
1985
04/07
25
Cedar Rapids, IA
—
391
816
—
—
391
816
1,207
350
1989
04/07
25
Clive, IA
—
1,141
935
—
—
1,141
935
2,076
501
1983
04/07
20
Cottage Grove, MN
—
274
485
—
—
274
485
759
208
1992
04/07
25
Des Moines, IA
—
249
596
—
—
249
596
845
213
1990
04/07
30
Des Moines, IA
—
213
476
—
—
182
476
658
255
1964
04/07
20
Eden Prairie, MN
—
865
751
—
—
865
751
1,616
402
1984
04/07
20
Edina, MN
—
894
687
—
—
894
687
1,581
368
1985
04/07
20
Houston, TX
—
624
1,108
—
—
624
1,108
1,732
396
1988
04/07
30
Houston, TX
—
1,347
1,702
—
—
1,347
1,702
3,049
607
1984
04/07
30
Houston, TX
—
796
678
—
—
796
678
1,474
290
1986
04/07
25
Houston, TX
—
5,126
1,267
—
—
5,126
1,267
6,393
388
1995
04/07
35
Houston, TX
—
1,846
1,592
—
—
1,846
1,592
3,438
682
1983
04/07
25
Houston, TX
—
2,260
1,806
—
—
2,260
1,806
4,066
774
1975
04/07
25
Houston, TX
—
288
466
—
—
288
466
754
332
1970
04/07
15
Houston, TX
—
3,193
1,305
—
—
3,193
1,305
4,498
399
1995
04/07
35
Houston, TX
—
1,960
1,145
—
—
1,960
1,145
3,105
490
1983
04/07
25
Humble, TX
—
1,204
1,517
—
—
1,204
1,517
2,721
464
1993
04/07
35
Plymouth, MN
—
827
182
—
—
827
182
1,009
182
1955
04/07
10
Roseville, MN
—
861
564
—
—
861
564
1,425
302
1963
04/07
20
Spokane, WA
—
1,253
1,146
—
—
1,253
1,146
2,399
351
1997
04/07
35
Spokane, WA
—
214
580
—
—
214
580
794
207
1990
04/07
30
St. Cloud, MN (n)
—
243
391
—
—
242
391
633
209
1986
04/07
20
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:
Stillwater, MN
—
289
214
—
—
289
214
503
153
1971
04/07
15
Sugarland, TX
—
3,789
1,972
—
—
3,789
1,972
5,761
603
1995
04/07
35
West St Paul, MN
—
836
236
—
—
836
236
1,072
126
1972
04/07
20
Rochester, MN
—
1,055
2,327
—
—
1,055
2,327
3,382
594
2003
10/07
40
Birmingham, AL
—
2,378
2,145
—
—
2,378
2,145
4,523
724
1985
11/07
30
Clearwater, FL
—
825
765
—
—
825
765
1,590
310
1969
11/07
25
Mesquite, TX
—
1,596
2,201
—
—
1,596
2,201
3,797
891
1987
11/07
25
Seminole, FL
—
2,166
1,496
—
—
2,166
1,496
3,662
505
1985
11/07
30
Tampa, FL
—
2,993
1,669
—
—
2,993
1,669
4,662
676
1969
11/07
25
Vestavia Hills, AL
—
1,009
956
—
—
1,009
956
1,965
387
1967
11/07
25
El Paso, TX
—
988
1,046
—
—
988
1,046
2,034
263
1998
12/07
40
El Paso, TX
—
1,424
1,306
—
—
1,424
1,306
2,730
437
1986
12/07
30
El Paso, TX
—
1,807
2,287
—
—
1,807
2,287
4,094
575
1983
12/07
40
El Paso, TX
—
664
824
—
—
664
824
1,488
207
1991
12/07
40
El Paso, TX
—
1,399
1,468
—
—
1,399
1,468
2,867
369
1991
12/07
40
Tampa, FL
—
541
829
—
—
541
829
1,370
256
1978
04/10
25
Springfield, MO
—
1,064
2,109
—
—
1,064
2,109
3,173
454
1990
07/11
30
Springfield, MO
—
1,188
2,817
—
—
1,188
2,817
4,005
520
2000
07/11
35
Springfield, MO
—
642
1,767
—
—
642
1,767
2,409
380
1979
07/11
30
Missouri City, TX
—
549
1,553
—
—
549
1,553
2,102
272
2004
11/11
35
Bountiful, UT
—
484
292
—
—
484
292
776
58
1995
01/12
30
Salt Lake City, UT
—
522
1,806
—
—
522
1,806
2,328
359
1993
01/12
30
Tucson, AZ
—
493
345
—
—
493
345
838
59
2007
01/12
35
Tucson, AZ
—
108
778
—
—
108
778
886
155
2004
01/12
30
Tucson, AZ
—
946
2,566
—
—
946
2,566
3,512
510
2003
01/12
30
Tucson, AZ
—
742
2,226
—
—
742
2,226
2,968
442
2000
01/12
30
Cedar Park, TX
—
794
1,316
—
—
794
1,316
2,110
215
2009
04/12
35
Spokane Valley, WA
—
454
857
—
—
454
857
1,311
140
2005
04/12
35
Salt Lake City, UT
—
781
2,303
—
—
781
2,303
3,084
359
2009
07/12
35
College Park, GA
—
322
1,056
—
—
322
1,056
1,378
160
2008
09/12
35
Griffin, GA
—
401
2,897
—
—
401
2,897
3,298
438
2007
09/12
35
Hampton, GA
—
421
1,996
—
—
421
1,996
2,417
302
2006
09/12
35
Lilburn, GA
—
381
2,426
—
—
381
2,426
2,807
367
2007
09/12
35
Oxford, AL
—
301
3,607
—
—
301
3,607
3,908
545
2008
09/12
35
Clermont, FL
—
783
2,328
—
—
783
2,328
3,111
346
2006
10/12
35
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:
Springfield, MO
—
474
736
—
—
474
736
1,210
129
2006
10/12
30
Abilene, TX
—
101
426
—
—
101
426
527
62
2009
11/12
35
Abilene, TX
—
641
3,093
—
—
641
3,093
3,734
453
2006
11/12
35
Lubbock, TX
—
350
2,984
—
—
350
2,984
3,334
437
2007
11/12
35
Lubbock, TX
—
411
2,534
—
—
411
2,534
2,945
433
2003
11/12
30
Lubbock, TX
—
400
3,403
—
—
400
3,403
3,803
498
2004
11/12
35
Ephrata, PA
—
241
2,797
—
—
241
2,797
3,038
564
1987
12/12
25
Lancaster, PA
—
920
7,894
—
—
920
7,894
8,814
1,327
1999
12/12
30
Sinking Spring, PA
—
1,251
4,735
—
—
1,251
4,735
5,986
796
2005
12/12
30
York, PA
—
591
4,605
—
—
591
4,605
5,196
774
1995
12/12
30
Atlanta, GA
—
1,773
4,528
—
—
1,773
4,528
6,301
652
2003
12/12
35
Atlanta, GA
—
1,633
5,378
—
—
1,633
5,378
7,011
904
1998
12/12
30
Urbandale, IA
—
485
374
—
—
485
374
859
59
1990
04/13
30
Houston, TX
—
752
1,736
—
—
752
1,736
2,488
225
2005
06/13
35
Houston, TX
—
713
964
—
—
713
964
1,677
125
2005
06/13
35
Houston, TX
—
1,573
2,315
—
—
1,573
2,315
3,888
300
2006
06/13
35
Houston, TX
—
551
2,967
—
—
551
2,967
3,518
539
1980
06/13
25
Houston, TX
—
542
1,876
—
—
542
1,876
2,418
243
2012
06/13
35
Humble, TX
—
611
3,327
—
—
611
3,327
3,938
432
2006
06/13
35
Katy, TX
—
421
2,157
—
—
421
2,157
2,578
327
2002
06/13
30
Spring, TX
—
652
2,627
—
—
652
2,627
3,279
341
2006
06/13
35
Tucson, AZ
—
654
1,357
—
—
654
1,357
2,011
194
1986
09/13
30
Rochester, MN
—
396
264
—
—
396
264
660
34
1987
02/14
30
Tucson, AZ
—
988
272
—
—
988
272
1,260
35
1987
02/14
30
Brooklyn Park, MN
—
287
394
—
—
265
394
659
26
2011
09/15
35
Lake Mary, FL
—
692
3,518
—
—
692
3,518
4,210
259
1997
10/15
30
Melbourne, FL
—
1,262
4,348
—
—
1,262
4,348
5,610
274
2009
10/15
35
Sanford, FL
—
1,322
3,887
—
—
1,322
3,887
5,209
245
2008
10/15
35
Tampa, FL
—
630
2,879
—
—
630
2,879
3,509
132
1991
08/16
30
Clermont, FL
—
1,550
2,460
—
—
1,550
2,460
4,010
91
2013
09/16
35
Lakeland, FL
—
446
3,064
—
—
446
3,064
3,510
138
1979
11/16
25
Comstock Park, MI
—
1,151
3,860
—
—
1,151
3,860
5,011
135
1978
02/17
25
Grand Rapids, MI
—
494
3,513
—
—
494
3,513
4,007
88
2013
02/17
35
Grand Rapids, MI
—
416
3,590
—
—
416
3,590
4,006
105
2006
02/17
30
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:
Grand Rapids, MI
—
426
2,180
—
—
426
2,180
2,606
76
1963
02/17
25
Grand Rapids, MI
—
455
1,958
—
—
455
1,958
2,413
69
1963
02/17
25
Wyoming, MI
—
928
5,077
—
—
928
5,077
6,005
178
1965
02/17
25
Movie Tavern Theatre:
Covington, LA
—
1,081
6,779
—
—
1,081
6,779
7,860
744
1993
09/14
30
Baton Rouge, LA
—
1,497
—
10,888
—
1,497
10,888
12,385
681
1993
11/14
(o)
40
Allentown, PA
—
3,610
—
—
—
3,610
(e)
3,610
(e)
(e)
06/17
(m)
(e)
Mr. Hero:
Parma, OH
—
36
291
25
—
36
316
352
31
1980
06/15
25
Muchas Gracias Mexican Restaurant:
Salem, OR
—
556
736
—
—
556
736
1,292
295
1996
12/01
40
Murphy Oil:
Fort Worth, TX
—
1,652
2,018
—
—
1,652
(i)
1,652
(i)
(i)
02/05
(i)
National Karate Academy:
Eden Prairie, MN
—
76
211
110
—
76
321
397
122
1997
12/01
40
Natural Grocers:
Lincoln, NE
—
1,482
2,811
—
—
1,482
2,811
4,293
378
2012
04/13
35
Coeur D'Alene, ID
—
2,172
—
2,778
—
2,172
2,778
4,950
263
2014
08/13
(m)
40
Flagstaff, AZ
2,788
(j)
831
4,079
—
—
831
4,079
4,910
364
2012
11/14
35
Helena, MT
2,446
(j)
1,079
3,062
—
—
1,079
3,062
4,141
273
2012
11/14
35
Missoula, MT
2,178
(j)
929
3,222
—
—
929
3,222
4,151
288
2012
11/14
35
Sedona, AZ
2,563
(j)
1,064
3,211
—
—
1,064
3,211
4,275
287
2012
11/14
35
Steamboat Springs, CO
2,966
(j)
1,512
3,447
—
—
1,512
3,447
4,959
308
2012
11/14
35
Independence, MO
—
912
5,002
—
—
912
5,002
5,914
507
2002
12/14
30
Oklahoma City, OK
—
955
3,975
—
—
955
3,975
4,930
251
2014
10/15
35
Vancouver, WA
—
1,639
—
4,338
—
1,639
4,338
5,977
113
2016
06/16
(m)
40
South Jordan, UT
—
1,460
—
4,039
—
1,460
4,039
5,499
114
2016
08/16
(m)
40
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:
Nebraskaland Tire:
Park City, KS
—
214
687
—
—
214
687
901
431
1989
06/05
20
Nitlantika:
Hollywood, FL
—
383
88
37
—
234
—
234
—
1960
12/05
15
Northern Tool:
Beaumont, TX
—
483
831
1,207
—
483
2,038
2,521
64
1992
03/99
40
Asheville, NC
—
519
2,998
—
—
519
2,998
3,517
482
2007
05/12
35
Spartanburg, SC
—
654
3,174
—
—
654
3,174
3,828
348
2007
09/14
30
Office Depot:
Gastonia, NC
—
1,554
2,367
946
—
1,554
3,313
4,867
945
2004
12/04
40
OfficeMax:
Cincinnati, OH
—
543
1,575
—
—
543
1,575
2,118
924
1994
07/94
40
Evanston, IL
—
1,868
1,758
—
—
1,868
1,758
3,626
991
1995
06/95
40
Salinas, CA
—
1,353
1,829
—
—
1,353
1,829
3,182
955
1995
02/97
40
Kelso, WA
—
868
—
1,806
—
868
1,806
2,674
901
1998
09/97
(g)
40
Lynchburg, VA
—
562
—
1,851
—
562
1,851
2,413
893
1998
02/98
(m)
40
Tigard, OR
—
1,540
2,247
—
—
1,540
2,247
3,787
1,075
1995
11/98
40
Griffin, GA
—
685
—
1,802
—
685
1,802
2,487
843
1999
11/98
(g)
40
Omaha, NE
—
664
1,778
—
—
664
1,778
2,442
307
1995
07/14
20
Weatherford, TX
—
548
2,436
—
—
548
2,436
2,984
267
1999
09/14
30
Old Chicago:
Garland, TX
—
895
—
1,085
—
895
1,085
1,980
52
2016
01/16
(m)
30
Ollie's Bargain Outlet:
Sarasota, FL
—
1,428
1,703
1,104
—
1,428
2,807
4,235
598
1988
09/97
40
Orchard Supply Hardware:
Pismo Beach, CA
—
2,436
1,997
2,339
—
2,436
4,336
6,772
974
1989
12/11
(o)
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:
San Jose, CA
—
6,406
2,457
3,374
—
6,406
5,831
12,237
1,303
1982
12/11
(o)
25
San Jose, CA
—
4,092
4,279
3,307
—
4,092
7,586
11,678
1,729
1982
12/11
(o)
25
Chico, CA
—
1,782
4,563
746
—
1,782
5,308
7,090
941
2002
07/12
(o)
30
Clovis, CA
—
1,226
1,426
151
—
1,226
1,577
2,803
340
1982
07/12
(o)
25
Pinole, CA
—
2,784
5,195
—
—
2,784
5,195
7,979
1,134
1987
07/12
(o)
25
San Jose, CA
—
5,850
4,129
—
—
5,850
4,129
9,979
902
1946
07/12
(o)
25
San Jose, CA
—
3,370
2,517
—
—
3,370
2,517
5,887
550
1965
07/12
25
Oregano's Pizza Bistro:
Fort Collins, CO
—
390
895
—
—
390
895
1,285
205
1995
02/11
30
Orlando Metro Gymnastics:
Orlando, FL
—
428
1,345
—
—
428
1,345
1,773
436
2003
01/05
40
Outback:
Cheyenne, WY (n)
—
672
2,502
—
—
672
2,502
3,174
483
2001
03/12
30
Conroe, TX
—
524
583
—
—
524
583
1,107
135
1992
03/12
25
Copley Township, OH
—
753
2,407
—
—
753
2,407
3,160
558
1993
03/12
25
Coraopolis, PA
—
487
2,326
—
—
487
2,326
2,813
449
1998
03/12
30
Denver, CO (n)
—
850
1,305
—
—
850
1,305
2,155
216
2003
03/12
35
Knoxville, TN
—
753
1,852
—
—
753
1,852
2,605
306
2004
03/12
35
Largo, MD
—
1,738
2,227
—
—
1,738
2,227
3,965
430
2001
03/12
30
Lufkin, TX
—
850
1,147
—
—
850
1,147
1,997
221
1999
03/12
30
Marrero, LA
—
781
3,144
—
—
781
3,144
3,925
728
1995
03/12
25
Mechanicsville, VA
—
674
2,328
—
—
674
2,328
3,002
449
2002
03/12
30
Mt. Pleasant, SC
—
713
1,466
—
—
713
1,466
2,179
283
1999
03/12
30
Phoenix, AZ (n)
—
821
2,284
—
—
821
2,284
3,105
441
2002
03/12
30
Shreveport, LA
—
633
3,105
—
—
633
3,105
3,738
719
1994
03/12
25
Smithfield, NC
—
772
2,345
—
—
772
2,345
3,117
388
2004
03/12
35
Stockbridge, GA
—
910
1,988
—
—
910
1,988
2,898
384
2001
03/12
30
Troy, OH
—
456
1,575
—
—
456
1,575
2,031
261
2004
03/12
35
Venice, FL
—
833
2,529
—
—
833
2,529
3,362
488
2001
03/12
30
Warrenton, VA
—
1,833
2,021
—
—
1,833
2,021
3,854
390
2001
03/12
30
Wheaton, IL
—
901
654
—
—
901
654
1,555
151
1994
03/12
25
Fultondale, AL
—
765
2,097
—
—
765
2,097
2,862
218
1998
11/14
30
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:
Palais Royale:
Sealy, TX
—
457
504
1,778
—
462
2,282
2,744
671
1982
03/99
40
Panda Express:
Florissant, MO
—
50
59
170
—
50
228
278
49
2012
04/03
(g)
40
Patient First:
Richmond, VA
—
270
1,545
—
—
270
1,545
1,815
341
1988
05/11
30
York, PA
—
772
2,995
—
—
772
2,995
3,767
483
2011
07/11
40
Mechanicsburg, PA
—
933
3,401
—
—
933
3,401
4,334
500
2011
02/12
40
Chesapeake, VA
—
598
2,161
—
—
598
2,161
2,759
57
1998
03/17
30
Virginia Beach, VA
—
550
2,160
—
—
550
2,160
2,710
57
1998
03/17
30
Patriot Fuels:
Vinita, OK
—
72
368
—
—
72
368
440
154
1972
07/09
20
Pawn America:
Fridley, MN
—
1,013
4,465
—
—
1,013
4,465
5,478
750
1978
12/12
30
Mankato, MN
—
449
—
1,705
—
449
1,705
2,154
176
2013
03/13
(m)
40
PDQ:
Altamonte Springs, FL
—
553
997
—
—
553
997
1,550
546
1995
01/96
40
Pep Boys:
Chicago, IL
—
1,077
3,756
—
—
1,077
3,756
4,833
1,087
1993
11/07
35
Cicero, IL
—
1,341
3,760
—
—
1,341
3,760
5,101
1,088
1993
11/07
35
Cornwell Heights, PA
—
2,058
3,102
—
—
2,058
3,102
5,160
1,256
1972
11/07
25
East Brunswick, NJ
—
2,449
5,026
—
—
2,449
5,026
7,475
1,696
1987
11/07
30
Guayama, PR
—
1,729
2,732
—
—
1,729
2,131
3,860
523
1998
11/07
33
Jacksonville, FL
—
810
2,331
—
—
810
2,331
3,141
674
1989
11/07
35
Joliet, IL
—
1,506
3,727
—
—
1,506
3,727
5,233
1,078
1993
11/07
35
Lansing, IL
—
869
3,440
—
—
869
3,440
4,309
995
1993
11/07
35
Marietta, GA
—
1,311
3,556
—
—
1,311
3,556
4,867
1,200
1987
11/07
30
Marlton, NJ
—
1,608
4,142
—
—
1,608
4,142
5,750
1,398
1983
11/07
30
Philadelphia, PA
—
1,300
3,830
—
—
1,300
3,830
5,130
1,108
1995
11/07
35
Quakertown, PA
—
1,129
3,252
—
—
1,129
3,252
4,381
941
1995
11/07
35
Reading, PA
—
1,189
3,367
—
—
1,189
2,819
4,008
816
1989
11/07
28
Roswell, GA
—
931
2,732
—
—
931
2,732
3,663
922
2007
11/07
30
Turnersville, NJ
—
990
3,494
—
—
990
3,494
4,484
1,179
1986
11/07
30
Houston, TX
—
734
3,028
—
—
734
3,028
3,762
778
1994
04/10
30
Perkins Restaurant:
Des Moines, IA
—
270
218
—
—
270
218
488
218
1977
06/05
10
Des Moines, IA
—
226
203
—
—
226
203
429
203
1976
06/05
10
Des Moines, IA
—
256
136
—
—
256
136
392
136
1976
06/05
10
Newton, IA
—
354
402
—
—
354
402
756
402
1979
06/05
10
Urbandale, IA
—
377
581
—
—
377
581
958
365
1979
06/05
20
Pet Paradise:
Houston, TX
—
417
2,306
—
—
417
2,306
2,723
565
2008
03/08
40
Bunnell, FL
—
316
881
—
—
316
881
1,197
214
1997
04/08
40
Charlotte, NC
—
825
—
3,231
—
825
3,231
4,056
683
2009
11/08
(m)
40
Davie, FL
—
1,138
1,069
—
—
1,138
1,069
2,207
276
2003
12/08
35
Wesley Chapel, FL
—
1,529
—
2,175
—
1,529
2,175
3,704
11
2017
02/17
(m)
40
Petco:
Grand Forks, ND
—
307
910
—
—
307
910
1,217
456
1996
12/97
40
Florissant, MO
—
299
352
1,019
—
300
1,371
1,671
297
2012
04/03
(g)
40
Petro Express:
Belmont, NC
—
1,508
1,622
—
—
1,508
1,622
3,130
496
2001
04/07
35
Charlotte, NC
—
2,165
1,965
—
—
2,165
1,965
4,130
601
1997
04/07
35
Charlotte, NC
—
1,340
1,790
—
—
1,340
1,790
3,130
548
1998
04/07
35
Charlotte, NC
—
429
425
—
—
429
425
854
152
1983
04/07
30
Charlotte, NC
—
2,784
3,720
—
—
2,784
3,720
6,504
1,138
1998
04/07
35
Charlotte, NC
—
1,458
2,047
—
—
1,458
2,047
3,505
731
1987
04/07
30
Charlotte, NC
—
629
876
—
—
623
876
1,499
313
1986
04/07
30
Charlotte, NC
—
2,316
2,064
—
—
2,316
2,064
4,380
632
1996
04/07
35
Charlotte, NC
—
507
698
—
—
507
698
1,205
374
1967
04/07
20
Charlotte, NC
—
1,532
1,973
—
—
1,532
1,973
3,505
604
1998
04/07
35
Charlotte, NC
—
1,778
1,977
—
—
1,778
1,977
3,755
706
1992
04/07
30
Charlotte, NC
—
1,030
1,725
—
—
1,030
1,725
2,755
616
1983
04/07
30
Charlotte, NC
—
1,697
2,419
—
—
1,697
2,419
4,116
648
2005
04/07
40
Charlotte, NC
—
1,291
1,839
—
—
1,291
1,839
3,130
656
1988
04/07
30
Charlotte, NC
—
1,810
2,570
—
—
1,810
2,570
4,380
688
2004
04/07
40
Concord, NC
—
1,828
1,677
—
—
1,707
1,677
3,384
513
2002
04/07
35
Concord, NC
—
2,144
1,986
—
—
2,144
1,986
4,130
608
2000
04/07
35
Denver, NC
—
2,317
1,750
—
—
2,317
1,750
4,067
535
1999
04/07
35
Fort Mill, SC
—
3,825
2,554
—
—
3,825
2,554
6,379
782
1998
04/07
35
Gastonia, NC
—
745
760
—
—
745
760
1,505
204
2003
04/07
40
Gastonia, NC
—
1,070
1,185
—
—
1,070
1,185
2,255
362
1990
04/07
35
Gastonia, NC
—
335
545
—
—
335
545
880
146
2000
04/07
40
Gastonia, NC
—
965
1,228
—
—
965
1,228
2,193
376
2001
04/07
35
Hickory, NC
—
1,975
1,530
—
—
1,975
1,530
3,505
468
2002
04/07
35
Kings Mountain, NC
—
1,210
982
—
—
1,210
982
2,192
300
1988
04/07
35
Lake Wylie, SC
—
1,972
1,283
—
—
1,972
1,283
3,255
392
2003
04/07
35
Lake Wylie, SC
—
1,381
2,061
—
—
1,381
2,061
3,442
631
1998
04/07
35
Lincolnton, NC (n)
—
723
532
—
—
723
532
1,255
190
1989
04/07
30
Mineral Springs, NC
—
678
577
—
—
678
577
1,255
155
2002
04/07
40
Monroe, NC
—
857
1,023
—
—
857
1,023
1,880
274
2004
04/07
40
Monroe, NC
—
709
796
—
—
709
796
1,505
243
1999
04/07
35
Monroe, NC
—
421
834
—
—
421
834
1,255
255
1997
04/07
35
Rock Hill, SC
—
3,095
1,910
—
—
3,095
1,910
5,005
584
1999
04/07
35
Rock Hill, SC
—
2,119
1,886
—
—
2,119
1,886
4,005
577
1998
04/07
35
Rock Hill, SC
—
778
727
—
—
778
727
1,505
260
1990
04/07
30
Statesville, NC
—
1,886
2,182
—
—
1,864
2,182
4,046
667
1999
04/07
35
Waxhaw, NC
—
508
747
—
—
508
747
1,255
200
2002
04/07
40
York, SC
—
2,306
1,449
—
—
2,306
1,449
3,755
443
1999
04/07
35
Charlotte, NC
—
1,849
2,280
—
—
1,849
2,280
4,129
606
2005
05/07
40
Charlotte, NC
—
1,834
1,214
—
—
1,834
1,214
3,048
323
1997
05/07
40
Rock Hill, SC
—
3,108
2,146
—
—
3,055
2,146
5,201
570
1999
05/07
40
PetSense:
Kingsville, TX
—
499
458
224
—
499
682
1,181
226
1995
12/01
40
PetSmart:
Chicago, IL
—
2,724
3,566
—
—
2,724
3,566
6,290
1,720
1998
09/98
40
Rock Hill, SC
—
1,734
3,381
—
—
1,734
3,381
5,115
14
1998
11/17
30
PetSuites:
Chesapeake, VA
—
974
—
—
—
974
(e)
974
(e)
(e)
12/17
(m)
(e)
Winter Springs, FL
—
943
—
—
—
943
(e)
943
(e)
(e)
12/17
(m)
(e)
Pier I Imports:
Anchorage, AK
—
928
1,663
—
—
928
1,663
2,591
908
1995
02/96
40
Memphis, TN
—
713
822
—
—
713
822
1,535
422
1997
09/96
(f)
40
Sanford, FL
—
738
803
—
—
738
803
1,541
397
1998
06/97
(f)
40
Valdosta, GA
—
391
806
—
—
391
806
1,197
365
1999
01/99
(f)
40
Pizza Hut:
Monroeville, AL
—
547
44
—
—
547
44
591
18
1976
12/01
40
Bowie, TX
—
111
346
—
—
111
346
457
40
1976
02/15
25
Greeneville, TN
—
111
717
—
—
111
717
828
82
1972
02/15
25
Pollo Tropical:
Hialeah, FL
—
170
106
—
—
170
(i)
170
(i)
(i)
09/06
(i)
Popeye's:
Snellville, GA
—
642
437
—
—
642
437
1,079
175
1995
12/01
40
Randallstown, MD
—
483
609
—
—
483
609
1,092
94
1958
02/14
25
Power Center:
Midland, MI
—
1,085
1,635
220
—
1,085
1,598
2,683
494
2005
05/05
(g)
40
Big Flats, NY
—
2,248
7,159
1,258
—
2,248
5,075
7,323
1,573
2006
08/05
(g)
40
Power Fuel & C-Store:
Moosic, PA
—
323
309
—
—
323
309
632
191
1980
08/05
20
Premium Spas & Billiards:
Fairfax, VA
—
105
151
413
—
194
564
758
149
1995
12/95
40
Publix Super Markets:
Tampa, FL
—
2,128
1,522
—
—
2,128
1,522
3,650
818
1994
06/96
40
Pull-A-Part:
Augusta, GA
—
1,414
—
1,449
—
1,414
1,449
2,863
382
2007
08/06
(m)
40
Birmingham, AL
—
1,165
2,090
—
—
1,165
2,090
3,255
594
1964
08/06
40
Charlotte, NC
—
2,913
1,724
—
—
2,908
1,724
4,632
490
2006
08/06
40
Conley, GA
—
1,686
1,387
—
—
1,686
1,387
3,073
394
1999
08/06
40
Harvey, LA
—
1,887
—
4,326
—
1,887
4,326
6,213
1,023
2008
08/06
(m)
40
Knoxville, TN
—
961
—
2,384
—
961
2,384
3,345
623
2007
08/06
(m)
40
Louisville, KY
—
3,206
1,532
—
—
3,206
1,532
4,738
436
2006
08/06
40
Nashville, TN
—
2,164
1,414
—
—
2,164
1,414
3,578
402
2006
08/06
40
Norcross, GA
—
1,831
1,040
—
—
1,831
1,040
2,871
296
1998
08/06
40
Cleveland, OH
—
4,556
—
2,096
—
4,556
2,096
6,652
531
2007
08/06
(m)
40
Lafayette, LA
—
1,036
—
2,226
—
1,036
2,226
3,262
559
2007
08/06
(m)
40
Montgomery, AL
—
934
—
2,013
—
934
2,013
2,947
509
2007
11/06
(m)
40
Jackson, MS
—
1,315
—
2,471
—
1,315
2,318
3,633
578
2008
12/06
(m)
40
Baton Rouge, LA
—
893
—
3,256
—
893
3,256
4,149
716
2009
01/07
(m)
40
Memphis, TN
—
1,779
—
2,964
—
1,779
2,964
4,743
713
2008
05/07
(m)
40
Mobile, AL
—
550
—
2,772
—
550
2,772
3,322
621
2009
06/07
(m)
40
Winston-Salem, NC
—
846
—
2,449
—
836
2,449
3,285
554
2009
08/07
(m)
40
Lithonia, GA
—
2,410
—
2,345
—
2,410
2,345
4,755
525
2009
08/07
(m)
40
Columbia, SC
—
935
—
2,178
—
935
2,178
3,113
488
2009
09/07
(m)
40
Akron, OH
—
1,065
—
1,869
—
1,065
1,869
2,934
380
2009
10/08
(m)
40
Quaker Steak & Lube:
Mentor, OH
—
841
2,452
—
—
841
2,452
3,293
260
2009
04/14
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:
QuikTrip:
Clive, IA
—
623
557
—
—
623
557
1,180
233
1994
06/05
30
Johnston, IA
—
394
385
—
—
394
385
779
161
1991
06/05
30
Tulsa, OK
—
1,225
650
—
—
1,225
650
1,875
272
1990
06/05
30
Fountain Inn, SC
—
723
3,289
—
—
723
3,289
4,012
137
2015
07/16
35
Charlotte, NC
—
739
3,512
3
—
740
3,514
4,254
121
2016
08/16
40
Marietta, GA
—
1,870
3,795
—
—
1,870
3,795
5,665
115
2016
10/16
40
Alpharetta, GA
—
1,665
3,700
—
—
1,665
3,700
5,365
50
2016
06/17
40
Roswell, GA
—
1,693
3,572
—
—
1,693
3,572
5,265
41
2016
07/17
40
Concord, NC
—
1,529
3,993
—
—
1,529
3,993
5,522
4
2017
12/17
40
Qwest Corporation Service Center:
Cedar Rapids, IA
—
184
629
143
—
184
772
956
414
1976
06/05
20
Rabobank:
Chico, CA
—
346
—
—
—
346
—
346
(e)
(i)
07/12
30
Raising Cane's:
Lancaster, OH
—
600
—
1,075
—
600
1,075
1,675
138
2012
01/08
(g)
40
Sulphur, LA
—
326
1,268
—
—
326
1,268
1,594
243
2009
04/11
35
Hurst, TX
—
763
—
1,309
—
763
1,309
2,072
203
2011
05/11
(m)
40
Fort Worth, TX
—
792
—
1,144
—
792
1,144
1,936
178
2011
06/11
(m)
40
Plano, TX
—
1,316
—
1,349
—
1,316
1,349
2,665
209
2011
06/11
(m)
40
Pearland, TX
—
774
—
1,255
—
774
1,255
2,029
192
2011
07/11
(m)
40
Addison, TX
—
869
—
1,343
—
869
1,343
2,212
194
2012
10/11
(m)
40
Houston, TX
—
737
—
1,163
—
737
1,163
1,900
171
2012
10/11
(m)
40
Euless, TX
—
1,222
—
1,376
—
1,226
1,376
2,602
208
2011
12/11
(m)
40
Moore, OK
—
762
—
1,153
—
762
1,153
1,915
164
2012
01/12
(m)
40
Rowlett, TX
—
814
—
1,398
—
814
1,398
2,212
191
2012
02/12
(m)
40
Keller, TX
—
833
—
1,265
—
833
1,265
2,098
165
2012
06/12
(m)
40
Omaha, NE
—
1,181
—
1,676
—
1,181
1,676
2,857
208
2013
08/12
(m)
40
McKinney, TX
—
1,443
—
1,255
—
1,443
1,255
2,698
148
2013
11/12
(m)
40
Tulsa, OK
—
1,006
—
1,508
—
1,006
1,508
2,514
177
2013
12/12
(m)
40
Broken Arrow, OK
—
1,267
1,285
—
—
1,267
1,285
2,552
141
2013
04/13
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:
Oklahoma City, OK
—
1,217
—
1,312
—
1,217
1,312
2,529
133
2013
06/13
(m)
40
Oklahoma City, OK
—
988
—
1,268
—
988
1,268
2,256
133
2013
06/13
(m)
40
Owasso, OK
—
641
—
1,313
—
641
1,313
1,954
130
2014
09/13
(m)
40
Longview, TX
—
1,020
—
1,488
—
1,020
1,488
2,508
129
2014
02/14
(m)
40
Georgetown, TX
—
1,101
—
1,830
—
1,101
1,830
2,931
151
2014
05/14
(m)
40
Centennial, CO
—
2,083
—
2,022
—
2,083
2,022
4,105
11
2017
04/17
(m)
(k)
Rallys:
Toledo, OH
—
126
320
—
—
126
320
446
210
1989
07/92
39
RBC Bank:
Altamonte Springs, FL
—
1,316
2,014
—
—
1,316
2,014
3,330
439
2007
05/10
35
Regal Theatre:
Bolingbrook, IL
—
2,937
3,032
1,500
—
2,937
4,532
7,469
1,250
1994
09/07
30
Rent-A-Center:
Cohoes, NY
—
64
348
242
—
64
590
654
135
1994
09/04
40
Rite Aid:
Douglasville, GA
—
413
995
—
—
413
995
1,408
545
1996
01/96
40
Conyers, GA
—
575
999
64
—
575
1,063
1,638
514
1997
06/97
40
Riverdale, GA
—
1,089
1,707
—
—
1,089
1,707
2,796
856
1997
12/97
40
Warner Robins, GA
—
707
—
1,227
—
707
1,227
1,934
582
1999
03/98
(g)
40
Mobile, AL (n)
—
1,137
1,694
—
—
1,137
1,694
2,831
679
2000
12/01
40
Orange Beach, AL
—
1,410
1,996
—
—
1,410
1,996
3,406
800
2000
12/01
40
Norfolk, VA
—
2,742
1,797
—
—
2,742
1,797
4,539
713
2001
02/02
40
Thorndale, PA
—
2,261
2,472
—
—
2,261
2,472
4,733
981
2001
02/02
40
West Mifflin, PA
—
1,402
2,044
—
—
1,402
2,044
3,446
811
1999
02/02
40
Albany, NY
—
25
867
—
—
25
867
892
288
1994
09/04
40
Saratoga Springs, NY
—
762
591
4,806
—
2,364
3,245
5,609
24
2017
09/04
(o)
(k)
Clinton Twp, MI
—
977
1,664
—
—
977
1,664
2,641
210
1998
03/14
30
Dowagiac, MI
—
409
1,609
—
—
409
1,609
2,018
203
1998
03/14
30
Durham, NC
—
1,553
2,621
—
—
1,553
2,621
4,174
200
1999
09/15
30
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:
Rite Care Pharmacy:
Dallas, TX
—
2,407
2,299
320
—
2,407
2,618
5,025
757
1971
06/05
40
RNR Wheels / RNR Tire Express:
Anderson, SC
—
140
815
—
—
140
815
955
81
1996
07/14
35
Road Ranger:
Springfield, IL
—
705
1,500
—
—
705
1,500
2,205
433
1997
06/06
40
Belvidere, IL
—
1,098
1,256
1,257
—
1,098
2,513
3,611
575
1997
06/06
40
Brazil, IN
—
2,199
907
—
—
2,199
907
3,106
262
1990
06/06
40
Cherry Valley, IL
—
1,409
1,897
—
—
1,409
1,897
3,306
547
1991
06/06
40
Cottage Grove, WI
—
2,175
1,733
2
—
2,098
1,733
3,831
500
1990
06/06
40
Decatur, IL
—
815
1,314
—
—
815
1,314
2,129
379
2002
06/06
40
Dekalb, IL
—
747
1,658
—
—
747
1,658
2,405
478
2000
06/06
40
Elk Run Heights, IA
—
1,538
2,470
—
—
1,538
2,470
4,008
713
1989
06/06
40
Lake Station, IN
—
3,172
1,112
—
—
3,172
1,112
4,284
321
1987
06/06
40
Mendota, IL
—
1,218
3,295
—
—
1,218
3,295
4,513
732
1996
06/06
40
Oakdale, WI
—
1,844
1,663
—
—
1,844
1,663
3,507
480
1998
06/06
40
Rockford, IL
—
1,094
1,662
—
—
1,093
1,662
2,755
479
1996
06/06
40
Rockford, IL
—
623
1,331
7
—
596
803
1,399
232
2000
06/06
40
Springfield, IL
—
1,795
1,863
—
—
2,211
1,863
4,074
632
1978
06/06
40
Champaign, IL
—
3,241
2,008
—
—
3,241
2,008
5,249
546
2006
02/07
40
DeKalb, IL
—
505
1,503
—
—
505
1,503
2,008
409
2004
02/07
40
Fenton, MO
—
2,584
2,622
—
—
2,584
2,622
5,206
713
2007
02/07
40
Hampshire, IL
—
1,307
1,501
1,629
—
1,307
3,130
4,437
825
1988
02/07
(f)
40
Princeton, IL (n)
—
1,141
3,066
—
—
1,141
3,066
4,207
834
2003
02/07
40
South Beloit, IL
—
3,824
2,309
—
—
3,824
2,309
6,133
628
2002
02/07
40
Cedar Rapids, IA
—
1,025
984
—
—
1,025
984
2,009
265
1990
03/07
40
Marion, IA
—
737
1,071
—
—
737
1,071
1,808
289
1974
03/07
40
Okawville, IL
—
1,530
1,147
1,034
—
1,536
2,181
3,717
450
1997
08/07
40
Dubuque, IA
—
561
1,941
—
—
561
1,941
2,502
500
2000
09/07
40
Belvidere, IL
—
521
1,053
—
—
521
1,053
1,574
267
2008
09/07
(f)
40
South Beloit, IL
—
1,182
1,324
—
—
1,182
1,324
2,506
335
2008
09/07
(f)
40
Chicago, IL
—
1,350
6,450
—
—
1,350
6,450
7,800
1,408
1970
07/12
25
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:
Bensenville, IL
—
842
3,164
—
—
842
3,164
4,006
294
2002
03/15
30
Loves Park, IL
—
911
2,283
—
—
911
2,283
3,194
182
2010
03/15
35
Roadrunner Markets:
Abingdon, VA
—
251
1,817
—
—
251
1,817
2,068
43
2001
04/17
30
Abingdon, VA
—
261
1,711
—
—
261
1,711
1,972
48
1992
04/17
25
Abingdon, VA
—
542
890
—
—
542
890
1,432
25
1972
04/17
25
Abingdon, VA
—
396
1,479
—
—
396
1,479
1,875
35
1984
04/17
30
Abingdon, VA
—
820
4,005
—
—
820
4,005
4,825
81
2012
04/17
35
Asheville, NC
—
966
1,690
—
—
966
1,690
2,656
48
1983
04/17
25
Asheville, NC
—
995
1,169
—
—
995
1,169
2,164
33
1994
04/17
25
Asheville, NC
—
502
2,154
—
—
502
2,154
2,656
51
1997
04/17
30
Blountville, TN
—
242
1,189
—
—
242
1,189
1,431
34
1993
04/17
25
Blountville, TN
—
338
3,406
—
—
338
3,406
3,744
97
1968
04/17
25
Bluff City, TN
—
174
2,587
—
—
174
2,587
2,761
61
1997
04/17
30
Bristol, TN
—
224
272
—
—
224
272
496
6
1997
04/17
30
Bristol, TN
—
232
1,006
—
—
232
1,006
1,238
29
1979
04/17
25
Bristol, VA
—
203
1,228
—
—
203
1,228
1,431
29
1986
04/17
30
Bristol, VA
—
290
2,077
—
—
290
2,077
2,367
59
1986
04/17
25
Bristol, VA
—
591
271
—
—
591
271
862
8
1980
04/17
25
Bristol, VA
—
135
1,151
—
—
135
1,151
1,286
33
1988
04/17
25
Bristol, VA
—
174
814
—
—
174
814
988
19
1998
04/17
30
Chilhowie, VA
—
213
2,154
—
—
213
2,154
2,367
51
2004
04/17
30
Columbus, NC
—
242
1,730
—
—
242
1,730
1,972
49
1994
04/17
25
Columbus, NC
—
416
1,286
—
—
416
1,286
1,702
30
1998
04/17
30
Elizabethton, TN
—
174
1,797
—
—
174
1,797
1,971
51
1969
04/17
25
Elizabethtown, TN
—
521
1,642
—
—
521
1,642
2,163
39
1997
04/17
30
Erwin, TN
—
426
861
—
—
426
861
1,287
24
1989
04/17
25
Erwin, TN
—
425
3,512
—
—
425
3,512
3,937
83
2002
04/17
30
Glade Spring, VA
—
570
3,369
—
—
570
3,369
3,939
95
1991
04/17
25
Gray, TN
—
348
2,114
—
—
348
2,114
2,462
60
1983
04/17
25
Greeneville, TN
—
406
1,565
—
—
406
1,565
1,971
32
2016
04/17
35
Hampton, TN
—
232
2,481
—
—
232
2,481
2,713
59
1998
04/17
30
Johnson City, TN
—
136
900
—
—
136
900
1,036
21
1995
04/17
30
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:
Johnson City, TN
—
579
2,133
—
—
579
2,133
2,712
50
2005
04/17
30
Johnson City, TN
—
926
2,914
—
—
926
2,914
3,840
69
1997
04/17
30
Johnson City, TN
—
511
3,232
—
—
511
3,232
3,743
76
1998
04/17
30
Johnson City, TN
—
358
822
—
—
358
822
1,180
19
1987
04/17
30
Johnson City, TN
—
1,023
2,181
—
—
1,023
2,181
3,204
51
1996
04/17
30
Johnson City, TN
—
212
2,153
—
—
212
2,153
2,365
51
2006
04/17
30
Johnson City, TN
—
415
1,459
—
—
415
1,459
1,874
34
2004
04/17
30
Johnson City, TN
—
454
1,025
—
—
454
1,025
1,479
24
1996
04/17
30
Johnson City, TN
—
531
1,343
—
—
531
1,343
1,874
32
1989
04/17
30
Johnson City, TN
—
454
2,008
—
—
454
2,008
2,462
41
2014
04/17
35
Jonesborough, TN
—
531
3,107
—
—
531
3,107
3,638
63
2013
04/17
35
Jonesborough, TN
—
299
2,163
—
—
299
2,163
2,462
38
2010
04/17
40
Jonesborough, TN
—
145
1,334
—
—
145
1,334
1,479
38
1983
04/17
25
Kingsport, TN
—
415
1,555
—
—
415
1,555
1,970
44
1983
04/17
25
Kingsport, TN
—
463
1,999
—
—
463
1,999
2,462
40
2016
04/17
35
Kingsport, TN
—
107
534
—
—
107
534
641
15
1976
04/17
25
Kingsport, TN
—
97
1,382
—
—
97
1,382
1,479
39
1973
04/17
25
Kingsport, TN
—
521
2,336
—
—
521
2,336
2,857
55
1999
04/17
30
Kingsport, TN
—
359
455
—
—
359
455
814
11
1997
04/17
30
Kingsport, TN
—
97
891
—
—
97
891
988
25
1979
04/17
25
Kingsport, TN
—
106
1,623
—
—
106
1,623
1,729
46
1972
04/17
25
Kingsport, TN
—
475
320
—
—
475
320
795
8
1987
04/17
30
Kingsport, TN
—
222
1,257
—
—
222
1,257
1,479
36
1988
04/17
25
Kingsport, TN
—
214
282
—
—
214
282
496
8
1979
04/17
25
Kingsport, TN
—
521
2,683
—
—
521
2,683
3,204
76
1993
04/17
25
Kingsport, TN
—
319
1,160
—
—
319
1,160
1,479
27
2001
04/17
30
Landrum, SC
—
676
4,005
—
—
676
4,005
4,681
95
1999
04/17
30
Lebanon, VA
—
222
1,749
—
—
222
1,749
1,971
50
1989
04/17
25
Lebanon, VA
—
155
1,084
—
—
155
1,084
1,239
26
1998
04/17
30
Marion, VA
—
550
2,501
—
—
550
2,501
3,051
71
1994
04/17
25
Morristown, TN
—
116
727
—
—
116
727
843
21
1974
04/17
25
Morristown, TN
—
242
601
—
—
242
601
843
17
1976
04/17
25
Morristown, TN
—
280
1,449
—
—
280
1,449
1,729
41
1976
04/17
25
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:
Piney Flats, TN
—
463
2,191
—
—
463
2,191
2,654
52
1983
04/17
30
Rural Retreat, VA
—
319
2,540
—
—
319
2,540
2,859
72
1991
04/17
25
Waynesville, NC
—
261
2,395
—
—
261
2,395
2,656
57
1997
04/17
30
Robbins Diamonds:
Newark, DE
—
636
1,273
38
—
629
1,311
1,940
740
1994
12/94
40
Ross Dress for Less:
Coral Gables, FL
—
1,782
1,661
19
—
1,782
1,680
3,462
865
1994
06/96
38
Lodi, CA
—
614
1,415
—
—
614
1,415
2,029
502
1984
03/99
40
Ruby Tuesday:
Americus, GA
—
371
832
—
—
371
832
1,203
1
2007
12/17
30
Arvada, CO
—
705
633
—
—
705
633
1,338
1
1996
12/17
30
Ashland, KY
—
623
1,084
—
—
623
1,084
1,707
2
2003
12/17
30
Athens, AL
—
895
308
—
—
895
308
1,203
—
2005
12/17
30
Austintown, OH
—
244
1,265
—
—
244
1,265
1,509
2
2003
12/17
30
Bedford, VA
—
696
606
—
—
696
606
1,302
1
2006
12/17
30
Big Rapids, MI
—
452
958
—
—
452
958
1,410
1
2006
12/17
30
Branson, MO
—
597
822
—
—
597
822
1,419
1
1994
12/17
25
Columbia, MD
—
1,760
244
—
—
1,760
244
2,004
—
1994
12/17
25
Concord, NC
—
778
425
—
—
778
425
1,203
1
2003
12/17
30
Edinburgh, IN
—
533
1,210
—
—
533
1,210
1,743
2
2005
12/17
30
Farmville, VA
—
461
742
—
—
461
742
1,203
1
2005
12/17
30
Fayetteville, NC
—
370
1,436
—
—
370
1,436
1,806
2
2000
12/17
30
Florence, SC
—
406
1,400
—
—
406
1,400
1,806
2
2002
12/17
30
Fuquay-Varina, NC
—
606
804
—
—
606
804
1,410
1
2003
12/17
30
Hopewell, VA
—
632
976
—
—
632
976
1,608
1
2005
12/17
30
Indianapolis, IN
—
877
326
—
—
877
326
1,203
—
2007
12/17
35
Inverness, FL
—
587
1,219
—
—
587
1,219
1,806
1
2006
12/17
35
Jacksonville, FL
—
833
244
—
—
833
244
1,077
—
2003
12/17
30
Kingsland, GA
—
1,066
641
—
—
1,066
641
1,707
1
2006
12/17
30
Leeds, AL
—
280
923
—
—
280
923
1,203
1
1999
12/17
30
Lincoln, NE
—
361
1,445
—
—
361
1,445
1,806
2
2002
12/17
30
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:
New Bern, NC
—
470
832
—
—
470
832
1,302
1
2005
12/17
30
New Port Richey, FL
—
461
841
—
—
461
841
1,302
1
2001
12/17
30
North Platte, NE
—
515
1,093
—
—
515
1,093
1,608
1
2007
12/17
35
Orangeburg, SC
—
605
1,399
—
—
605
1,399
2,004
2
2001
12/17
30
Roanoke, VA
—
606
804
—
—
606
804
1,410
1
2001
12/17
30
Royal Palm Beach, FL
—
994
416
—
—
994
416
1,410
1
2002
12/17
30
St. Augustine, FL
—
1,255
551
—
—
1,255
551
1,806
1
2004
12/17
30
Terre Haute, IN
—
371
832
—
—
371
832
1,203
1
2006
12/17
30
Troy, AL
—
226
1,184
—
—
226
1,184
1,410
2
2004
12/17
30
Vidalia, GA
—
407
1,201
—
—
407
1,201
1,608
2
1998
12/17
30
Warsaw, IN
—
524
778
—
—
524
778
1,302
1
1999
12/17
30
Waterville, ME
—
145
1,463
—
—
145
1,463
1,608
2
2002
12/17
30
Zephyrhills, FL
—
849
957
—
—
849
957
1,806
1
2005
12/17
30
Ruby's Place:
Swansea, IL
—
46
133
87
—
46
220
266
38
1997
12/01
(g)
40
Rue 21:
Lapeer, MI
—
126
645
—
—
126
629
755
163
2007
10/05
40
Sally Beauty Supply:
Lapeer, MI
—
33
167
—
—
33
163
196
42
2007
10/05
40
Salons by JC:
Buford, GA
—
539
1,421
373
—
539
1,798
2,337
505
2003
07/04
(g)
40
Saltgrass Steakhouse:
Beaumont, TX
—
558
—
2,336
—
901
1,819
2,720
347
1975
09/10
(m)
30
San Antonio, TX
—
1,280
—
853
—
1,280
853
2,133
131
2011
08/11
(m)
40
Cypress, TX
—
1,071
—
1,886
—
1,071
1,886
2,957
257
2012
03/12
(m)
40
Midland, TX
—
837
2,073
—
—
837
2,073
2,910
269
1998
01/13
35
Port Arthur, TX
—
890
—
2,049
—
890
2,049
2,939
203
2014
08/13
(m)
40
McAllen, TX
—
1,390
—
1,148
—
1,393
1,146
2,539
119
2007
12/13
(m)
35
College Station, TX
—
934
—
2,076
—
934
2,076
3,010
171
2014
04/14
(m)
40
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:
Lewisville, TX
—
1,268
—
2,456
—
1,268
2,456
3,724
128
2015
11/14
(m)
40
Waco, TX
—
730
—
2,321
—
730
2,321
3,051
133
2015
12/14
(m)
40
Odessa, TX
—
1,000
—
2,410
—
1,000
2,410
3,410
123
2015
01/15
(m)
40
Lubbock, TX
—
1,025
—
2,251
—
1,025
2,251
3,276
96
2016
10/15
(m)
40
Baytown, TX
—
1,208
—
2,455
—
1,208
2,455
3,663
59
2017
07/16
(m)
40
Corpus Christi, TX
—
1,008
—
2,580
—
1,008
2,580
3,588
77
2016
09/16
(m)
35
Tyler, TX
—
1,622
—
2,615
—
1,622
2,615
4,237
35
2017
10/16
(m)
40
Oklahoma City, OK
—
853
—
2,209
—
853
2,209
3,062
12
1996
06/17
(o)
(k)
Pasadena, TX
—
1,498
—
2,583
—
1,498
2,583
4,081
3
2017
07/17
(m)
(k)
Little Rock, AR
—
1,140
—
—
—
1,140
(e)
1,140
(e)
(e)
08/17
(m)
(e)
Sherwood, AR
—
1,166
—
—
—
1,166
(e)
1,166
(e)
(e)
09/17
(m)
(e)
Save on Gas and C-Store:
Wilkes-Barre, PA
—
876
1,957
—
—
876
1,957
2,833
1,211
1998
08/05
20
Hughesville, PA
—
290
566
—
—
290
258
548
153
1977
01/06
40
Savers Thrift Superstore:
Fairview Heights, IL
—
1,258
2,623
246
—
1,258
2,869
4,127
834
1980
10/05
(g)
40
North Olmsted, OH
—
1,613
4,549
—
—
1,613
4,549
6,162
220
1983
08/16
40
Schlotzsky's Deli:
Phoenix, AZ
—
706
315
—
—
706
315
1,021
127
1995
12/01
40
Scottsdale, AZ
—
717
311
—
—
686
311
997
125
1995
12/01
40
Scotchman:
Hudson, NC
—
512
2,485
—
—
512
2,485
2,997
3
2002
12/17
30
Kings Mountain, NC
—
533
1,985
—
—
533
1,985
2,518
3
1999
12/17
30
Rock Hill, SC
—
319
1,588
—
—
319
1,588
1,907
3
1992
12/17
25
Rutherfordton, NC
—
213
1,839
—
—
213
1,839
2,052
3
1999
12/17
30
Rutherfordton, NC
—
349
2,160
—
—
349
2,160
2,509
4
1990
12/17
25
Shelby, NC
—
320
2,189
—
—
320
2,189
2,509
4
1994
12/17
25
Shelby, NC
—
184
1,783
—
—
184
1,783
1,967
3
1990
12/17
25
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:
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
91
2015
11/14
(m)
40
Billings, MT
—
708
—
1,086
—
708
1,086
1,794
28
2016
08/16
(m)
40
Service King:
The Colony, TX
—
2,135
3,819
—
—
2,135
3,819
5,954
76
2016
03/17
40
Shek's Chinese Express:
Eden Prairie, MN
—
65
261
—
—
65
261
326
103
1997
12/01
40
Shell:
Glendale, AZ
—
1,817
2,415
126
—
1,817
2,541
4,358
707
2001
05/08
40
Peoria, AZ
—
860
1,117
114
—
860
1,231
2,091
473
1987
05/08
30
Shop-a-Snak:
Bessemer, AL
—
564
742
—
—
564
742
1,306
216
2002
05/06
40
Chelsea, AL
—
391
628
—
—
391
628
1,019
182
1981
05/06
40
Jasper, AL (n)
—
551
747
—
—
551
747
1,298
217
1998
05/06
40
Birmingham, AL
—
361
744
—
—
361
744
1,105
216
1989
05/06
40
Birmingham, AL
—
439
704
—
—
439
704
1,143
205
1989
05/06
40
Birmingham, AL
—
446
672
—
—
446
672
1,118
195
1989
05/06
40
Homewood, AL
—
468
657
—
—
468
657
1,125
191
1990
05/06
40
Hoover, AL
—
713
865
—
—
713
865
1,578
251
1998
05/06
40
Hoover, AL
—
490
769
—
—
444
769
1,213
224
1992
05/06
40
Hoover, AL
—
764
1,157
—
—
663
1,157
1,820
336
2005
05/06
40
Trussville, AL
—
272
542
—
—
272
542
814
157
1992
05/06
40
Tuscaloosa, AL
—
525
463
—
—
525
463
988
135
1991
05/06
40
Tuscaloosa, AL
—
432
559
—
—
432
559
991
163
1991
05/06
40
Tuscaloosa, AL
—
386
733
—
—
386
733
1,119
213
1991
05/06
40
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:
Shopko:
Riverdale, UT
—
2,294
5,396
—
—
2,294
5,396
7,690
621
1991
02/15
25
Spanish Fork, UT
—
1,526
4,458
—
—
1,526
4,458
5,984
513
1991
02/15
25
Spokane, WA
—
2,270
7,975
—
—
2,270
7,975
10,245
917
1986
02/15
25
West Bend, WI
—
1,435
7,654
—
—
1,435
7,654
9,089
880
1987
02/15
25
Sleepy's:
Bay Shore, NY
—
674
1,907
—
—
674
1,907
2,581
111
1985
07/16
25
Bridgehampton, NY
—
1,819
2,283
—
—
1,819
2,283
4,102
111
2003
07/16
30
Dickson City, PA
—
509
3,563
—
—
509
3,563
4,072
173
1998
07/16
30
Farmingdale, NY
—
522
2,021
—
—
522
2,021
2,543
118
1999
07/16
25
Hasbrouck Heights, NJ
—
609
989
—
—
609
989
1,598
58
1965
07/16
25
Huntington Station, NY
—
437
1,766
—
—
437
1,766
2,203
103
1990
07/16
25
Ledgewood, NJ
—
456
1,312
—
—
456
1,312
1,768
77
1981
07/16
25
Middletown, NY
—
351
3,232
—
—
351
3,232
3,583
189
1977
07/16
25
Montgomeryville, PA
—
283
3,084
—
—
283
3,084
3,367
180
1988
07/16
25
Old Saybrook, CT
—
691
3,595
—
—
691
3,595
4,286
262
1929
07/16
20
Rockville Centre, NY
—
732
951
—
—
732
951
1,683
69
1925
07/16
20
Somers Point, NJ
—
313
1,691
—
—
313
1,691
2,004
82
2004
07/16
30
Watchung, NJ
—
587
2,662
—
—
587
2,662
3,249
155
1981
07/16
25
Waterford, CT
—
615
2,736
—
—
615
2,736
3,351
160
1976
07/16
25
Whitehall, PA
—
218
1,177
—
—
218
1,177
1,395
57
2002
07/16
30
Sonic:
Athens, AL
—
275
672
—
—
275
672
947
14
1996
05/17
30
Auburn, AL
—
379
710
—
—
379
710
1,089
15
1996
05/17
30
Auburn, AL
—
360
804
—
—
360
804
1,164
17
2002
05/17
30
Bedford, VA
—
256
550
—
—
256
550
806
10
2007
05/17
35
Bristol, TN
—
237
569
—
—
237
569
806
12
2001
05/17
30
Columbus, GA
—
502
303
—
—
502
303
805
6
2001
05/17
30
Columbus, GA
—
341
531
—
—
341
531
872
11
1997
05/17
30
Dandridge, TN
—
142
730
—
—
142
730
872
15
2002
05/17
30
Danville, VA
—
331
691
—
—
331
691
1,022
12
2008
05/17
35
Decatur, AL
—
237
710
—
—
237
710
947
15
1998
05/17
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:
Florence, AL
—
388
559
—
—
388
559
947
12
2001
05/17
30
Forence, AL
—
265
824
—
—
265
824
1,089
17
1997
05/17
30
Greeneville, TN
—
180
692
—
—
180
692
872
17
1990
05/17
25
Hampton Cove, AL
—
483
681
—
—
483
681
1,164
12
2006
05/17
35
Huntsville, AL
—
332
616
—
—
332
616
948
13
1999
05/17
30
Huntsville, AL
—
398
625
—
—
398
625
1,023
11
2005
05/17
35
Huntsville, AL
—
275
814
—
—
275
814
1,089
17
2001
05/17
30
Huntsville, AL
—
246
701
—
—
246
701
947
18
1992
05/17
25
Huntsville, AL
—
218
871
—
—
218
871
1,089
16
2008
05/17
35
Johnson City, TN
—
379
493
—
—
379
493
872
12
1994
05/17
25
Kingsport, TN
—
322
550
—
—
322
550
872
11
2000
05/17
30
Knoxville, TN
—
227
824
—
—
227
824
1,051
21
1987
05/17
25
Lanett, AL
—
322
550
—
—
322
550
872
11
1997
05/17
30
Madison, AL
—
454
634
—
—
454
634
1,088
13
2000
05/17
30
Madison, AL
—
303
720
—
—
303
720
1,023
15
1996
05/17
30
Marion, VA
—
95
852
—
—
95
852
947
18
1997
05/17
30
Millbrook, AL
—
549
540
—
—
549
540
1,089
11
2005
05/17
30
Montgomery, AL
—
227
644
—
—
227
644
871
13
1999
05/17
30
Montgomery, AL
—
729
360
—
—
729
360
1,089
6
2005
05/17
35
Morristown, TN
—
123
607
—
—
123
607
730
15
1977
05/17
25
Morristown, TN
—
275
597
—
—
275
597
872
15
1985
05/17
25
Moulton, AL
—
379
710
—
—
379
710
1,089
15
2005
05/17
30
Muscle Shoals, AL
—
208
880
—
—
208
880
1,088
18
1995
05/17
30
Newport, TN
—
142
664
—
—
142
664
806
14
2000
05/17
30
North Tazewell, VA
—
114
758
—
—
114
758
872
16
1993
05/17
30
Norton, VA
—
133
739
—
—
133
739
872
13
2007
05/17
35
Opelika, AL
—
663
360
—
—
663
360
1,023
7
2006
05/17
30
Phenix City, AL
—
322
701
—
—
322
701
1,023
15
1997
05/17
30
Prattville, AL
—
388
634
—
—
388
634
1,022
13
1994
05/17
30
Roanoke, VA
—
265
757
—
—
265
757
1,022
14
2006
05/17
35
Rogersville, TN
—
57
815
—
—
57
815
872
17
1996
05/17
30
Sevierville, TN
—
436
511
—
—
436
511
947
13
1988
05/17
25
Sonic Automotive:
Charlotte, NC
—
3,619
4,854
—
—
3,619
4,854
8,473
1,289
1996
05/07
40
Sparkling Image:
Bakersfield, CA
—
2,564
4,465
2,178
—
2,564
6,643
9,207
2,016
1988
03/08
30
Bakersfield, CA
—
3,664
3,709
11
—
3,664
3,721
7,385
1,040
1994
03/08
35
Bakersfield, CA
—
2,798
5,260
22
—
1,781
284
2,065
268
1997
03/08
35
Bakersfield, CA
—
2,043
3,520
40
—
2,043
719
2,762
342
1988
03/08
30
Bakersfield, CA
—
3,363
3,288
—
—
3,363
3,288
6,651
805
2002
03/08
40
Bakersfield, CA
—
3,346
6,016
—
—
3,346
6,016
9,362
1,680
1998
03/08
35
San Fernando, CA
—
6,630
2,706
47
—
6,630
2,753
9,383
901
1988
03/08
30
Ventura, CA
—
6,253
4,560
207
—
5,813
4,767
10,580
1,324
1994
03/08
35
Ventura, CA
—
5,590
4,431
94
—
5,590
4,526
10,116
1,104
2001
03/08
40
Spec's Liquor and Fine Foods:
Corpus Christi, TX
—
768
841
601
—
768
1,442
2,210
701
1967
11/93
40
Coffee City, TX
—
1,330
3,858
—
—
1,330
3,858
5,188
1,242
1996
02/05
40
Speedy Cash:
Knoxville, TN
—
324
779
4
—
324
782
1,106
60
2014
04/15
35
Chicago, IL
—
317
859
—
—
317
859
1,176
44
2014
03/16
35
Spencer’s Air Conditioning & Appliance:
Glendale, AZ
—
342
982
—
—
342
982
1,324
453
1999
12/98
(g)
40
Sprint PCS:
Lewisville, TX
—
555
—
1,172
—
598
1,128
1,726
53
2016
12/01
(m)
40
Staples:
Memphis, TN
—
931
2,210
—
—
931
2,210
3,141
245
2011
02/14
35
Starplex Theatre:
Southington, CT
—
1,346
—
4,263
—
1,346
4,263
5,609
503
1993
05/14
(o)
30
Steak N Shake:
Munhall, PA
—
688
727
—
—
688
727
1,415
101
2002
07/14
25
South Bend, IN
—
447
1,238
—
—
447
1,238
1,685
143
2004
07/14
30
Sterling Collision:
Lombard, IL
—
622
1,714
—
—
622
1,714
2,336
346
1997
12/12
25
Stone Mountain Chevrolet:
Lilburn, GA (n)
—
3,027
4,685
—
—
3,027
4,685
7,712
1,567
2004
08/04
40
Stop N Go:
Grand Prairie, TX
—
421
685
—
—
421
685
1,106
275
1986
12/01
40
Stripes:
Laredo, TX
—
841
739
—
—
841
739
1,580
222
2001
12/05
40
Brownsville, TX
—
1,392
1,444
—
—
1,392
1,444
2,836
435
2005
12/05
40
Brownsville, TX
—
1,843
1,419
—
—
1,843
1,419
3,262
427
2000
12/05
40
Brownsville, TX
—
2,417
1,828
—
—
2,417
1,828
4,245
550
2000
12/05
40
Brownsville, TX
—
1,279
1,015
—
—
1,279
1,015
2,294
305
1990
12/05
40
Brownsville, TX
—
2,915
1,800
—
—
2,915
1,800
4,715
542
2000
12/05
40
Brownsville, TX
—
933
699
—
—
933
699
1,632
210
1999
12/05
40
Brownsville, TX
—
1,015
1,308
—
—
1,015
1,308
2,323
394
2003
12/05
40
Brownsville, TX
—
2,033
1,288
—
—
2,033
1,288
3,321
388
1995
12/05
40
Brownsville, TX
—
1,039
1,145
—
—
1,039
1,145
2,184
345
2004
12/05
40
Brownsville, TX
—
1,182
1,105
—
—
1,182
1,105
2,287
333
2000
12/05
40
Brownsville, TX
—
2,530
1,125
—
—
2,530
1,125
3,655
339
1990
12/05
40
Corpus Christi, TX
—
1,400
1,531
—
—
1,400
1,531
2,931
461
1984
12/05
40
Corpus Christi, TX
—
703
1,037
—
—
703
1,037
1,740
312
1986
12/05
40
Corpus Christi, TX
—
1,308
2,151
—
—
1,308
2,151
3,459
648
1995
12/05
40
Corpus Christi, TX
—
853
1,416
—
—
853
1,416
2,269
426
2005
12/05
40
Corpus Christi, TX
—
1,385
1,419
—
—
1,385
1,419
2,804
427
1982
12/05
40
Donna, TX
—
1,004
1,127
—
—
1,004
1,127
2,131
339
1995
12/05
40
Edinburg, TX
—
970
1,286
—
—
970
1,286
2,256
387
2003
12/05
40
Edinburg, TX
—
1,317
1,624
—
—
1,317
1,624
2,941
489
1999
12/05
40
Falfurias, TX
—
4,244
4,458
—
—
4,213
4,458
8,671
1,342
2002
12/05
40
Freer, TX
—
1,151
1,158
—
—
1,151
1,158
2,309
349
1984
12/05
40
George West, TX
—
1,243
695
—
—
1,243
695
1,938
209
1996
12/05
40
Harlingen, TX
—
906
953
—
—
906
953
1,859
287
1991
12/05
40
Harlingen, TX
—
755
601
—
—
755
601
1,356
181
1987
12/05
40
Harlingen, TX
—
754
1,152
—
—
754
1,152
1,906
347
1999
12/05
40
La Feria, TX
—
900
1,347
—
—
900
1,347
2,247
405
1988
12/05
40
Laredo, TX
—
459
460
—
—
459
460
919
138
1983
12/05
40
Laredo, TX
—
1,553
1,775
—
—
1,553
1,775
3,328
534
2000
12/05
40
Laredo, TX
—
675
533
—
—
675
533
1,208
160
1993
12/05
40
Laredo, TX
—
1,495
1,400
—
—
1,495
1,400
2,895
422
1993
12/05
40
Laredo, TX
—
736
670
—
—
736
670
1,406
202
1984
12/05
40
Lawton, OK
—
697
964
—
—
649
964
1,613
290
1984
12/05
40
Los Indios, TX
—
1,387
1,457
—
—
1,387
1,457
2,844
439
2005
12/05
40
McAllen, TX
—
975
1,030
—
—
975
1,030
2,005
310
2003
12/05
40
McAllen, TX
—
987
893
—
—
987
893
1,880
269
1999
12/05
40
Mission, TX
—
880
1,101
—
—
880
1,101
1,981
332
1999
12/05
40
Mission, TX
—
1,125
1,213
—
—
1,125
1,213
2,338
365
2003
12/05
40
Olmito, TX
—
3,688
2,880
—
—
3,688
2,880
6,568
867
2002
12/05
40
Pharr, TX
—
784
805
—
—
784
805
1,589
242
2000
12/05
40
Pharr, TX
—
982
1,178
—
—
982
1,178
2,160
355
1988
12/05
40
Pharr, TX
—
2,426
1,881
—
—
2,426
1,881
4,307
566
2003
12/05
40
Port Isabel, TX
—
2,062
1,299
—
—
2,062
1,299
3,361
391
1994
12/05
40
Portland, TX
—
656
915
—
—
656
915
1,571
275
1983
12/05
40
Progreso, TX
—
1,769
1,811
—
—
1,769
1,811
3,580
545
1999
12/05
40
Riviera, TX
—
2,351
2,158
—
—
2,351
2,158
4,509
650
2005
12/05
40
San Benito, TX
—
791
1,857
—
—
791
1,857
2,648
559
1994
12/05
40
San Benito, TX
—
1,103
1,586
—
—
1,103
1,586
2,689
478
2005
12/05
40
San Juan, TX
—
1,424
1,546
—
—
1,424
1,546
2,970
465
2004
12/05
40
San Juan, TX
—
1,124
1,172
—
—
1,124
1,172
2,296
353
1996
12/05
40
South Padre Island, TX
—
1,367
1,389
—
—
1,367
1,389
2,756
418
1988
12/05
40
Wichita Falls, TX
—
905
1,351
—
—
905
1,351
2,256
407
2000
12/05
40
Wichita Falls, TX
—
440
751
—
—
440
751
1,191
226
1984
12/05
40
Wichita Falls, TX
—
484
828
—
—
484
828
1,312
249
1983
12/05
40
Palmview, TX
—
835
1,372
—
—
835
1,372
2,207
384
2005
10/06
40
Harlingen, TX
—
638
1,807
—
—
638
1,807
2,445
499
2006
12/06
40
Rio Grande City, TX
—
1,871
1,612
—
—
1,871
1,612
3,483
445
2006
12/06
40
San Juan, TX
—
816
1,434
—
—
816
1,434
2,250
396
2006
12/06
40
Zapata, TX
—
1,333
1,773
—
—
1,333
1,773
3,106
489
2006
12/06
40
Orange Grove, TX
—
1,767
1,838
—
—
1,767
1,838
3,605
492
2007
04/07
40
Harlingen, TX
—
408
826
—
—
408
826
1,234
279
1982
11/07
30
Laredo, TX
—
698
1,169
—
—
698
1,169
1,867
394
1981
11/07
30
Laredo, TX
—
448
734
—
—
448
734
1,182
248
1981
11/07
30
Laredo, TX
—
468
728
—
—
468
728
1,196
246
1973
11/07
30
Laredo, TX
—
348
1,168
—
—
348
1,168
1,516
394
1983
11/07
30
Laredo, TX
—
584
958
—
—
584
958
1,542
323
1981
11/07
30
San Benito, TX
—
420
1,135
—
—
420
1,135
1,555
383
1985
11/07
30
Del Rio, TX
—
1,565
758
—
—
1,565
758
2,323
192
1996
11/07
40
Kerrville, TX
—
640
1,616
—
—
640
1,616
2,256
409
1996
11/07
40
Monahans, TX
—
2,628
2,973
—
—
2,628
2,973
5,601
753
1996
11/07
40
Odessa, TX
—
2,633
3,199
—
—
2,633
3,199
5,832
810
2006
11/07
40
San Angelo, TX
—
194
471
—
—
194
471
665
119
1998
11/07
40
Pharr, TX
—
573
1,229
—
—
573
1,229
1,802
308
2000
12/07
40
Harlingen, TX
—
277
808
—
—
277
808
1,085
268
1983
01/08
30
Harlingen, TX
—
329
935
—
—
329
935
1,264
310
1980
01/08
30
Laredo, TX
—
325
816
—
—
325
816
1,141
271
1983
01/08
30
McAllen, TX
—
643
1,776
—
—
643
1,776
2,419
589
1980
01/08
30
Port Isabel, TX
—
299
855
—
—
299
855
1,154
284
1983
01/08
30
Brownsville, TX
—
843
1,429
—
—
843
1,429
2,272
344
2007
05/08
40
Edinburg, TX
—
834
1,787
—
—
834
1,787
2,621
430
2007
05/08
40
La Villa, TX
—
710
2,166
—
—
710
2,166
2,876
521
2007
05/08
40
Laredo, TX
—
879
1,593
—
—
879
1,593
2,472
383
2007
05/08
40
Laredo, TX
—
1,183
1,934
—
—
1,183
1,934
3,117
465
2007
05/08
40
McAllen, TX
—
1,270
2,383
—
—
1,270
2,383
3,653
764
1986
05/08
30
Houston, TX (n)
—
696
1,458
—
—
696
1,458
2,154
329
2008
12/08
40
Lubbock, TX
—
671
1,612
—
—
671
1,612
2,283
364
2007
12/08
40
Subway:
Eden Prairie, MN
—
54
150
67
—
54
218
272
86
1997
12/01
40
Albany, NY
—
3
67
—
—
3
67
70
22
1992
09/04
40
Cohoes, NY
—
21
116
8
—
21
123
144
45
1994
09/04
40
Sullivan's Steakhouse:
Lincolnshire, IL
—
862
1,574
—
—
862
1,574
2,436
375
1999
01/12
25
Sunbelt Rentals:
Dayton, OH
—
391
1,223
—
—
391
1,223
1,614
199
2008
04/12
35
Shepherdsville, KY
—
516
1,577
—
—
516
1,577
2,093
257
2009
04/12
35
Sunoco:
Arnold, MD
—
417
581
—
—
417
581
998
91
1993
04/13
30
Baltimore, MD
—
310
1,686
—
—
310
1,686
1,996
227
2004
04/13
35
Baltimore, MD
—
523
2,809
—
—
523
2,809
3,332
529
1982
04/13
25
Baltimore, MD
—
542
2,054
—
—
542
2,054
2,596
322
1998
04/13
30
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:
Baltimore, MD
—
455
2,122
—
—
455
2,122
2,577
400
1980
04/13
25
Baltimore, MD
—
368
1,647
—
—
368
1,647
2,015
258
1996
04/13
30
Baltimore, MD
—
271
1,482
—
—
271
1,482
1,753
279
1968
04/13
25
Baltimore, MD
—
620
1,279
—
—
620
1,279
1,899
201
1989
04/13
30
Bel Air, MD
—
1,376
620
—
—
1,376
620
1,996
97
1994
04/13
30
Bethesda, MD
—
1,414
1,347
—
—
1,414
1,347
2,761
254
1971
04/13
25
Centreville, VA
—
1,753
697
—
—
1,753
697
2,450
109
1994
04/13
30
Chantilly, VA
—
1,472
1,831
—
—
1,472
1,831
3,303
345
1966
04/13
25
Dale City, VA
—
639
2,461
—
—
639
2,461
3,100
386
1992
04/13
30
Dumfries, VA
—
387
2,364
—
—
387
2,364
2,751
371
1999
04/13
30
Edgewood, MD
—
823
2,073
—
—
823
2,073
2,896
390
1985
04/13
25
Frederick, MD
—
940
1,860
—
—
940
1,860
2,800
292
1996
04/13
30
Gaithersburg, MD
—
1,027
2,073
—
—
1,027
2,073
3,100
390
1982
04/13
25
Glen Burnie, MD
—
804
1,647
—
—
804
1,647
2,451
258
1994
04/13
30
Herndon, VA
—
707
1,792
—
—
707
1,792
2,499
281
1989
04/13
30
Joppa, MD
—
862
174
—
—
862
174
1,036
33
1987
04/13
25
Manassas, VA
—
1,230
1,521
—
—
1,230
1,521
2,751
239
1991
04/13
30
Manassas, VA
—
746
1,434
—
—
746
1,434
2,180
225
1993
04/13
30
Odenton, MD
—
668
2,780
—
—
668
2,780
3,448
436
2000
04/13
30
Owings Mills, MD
—
1,337
911
—
—
1,337
911
2,248
143
1994
04/13
30
Parkton, MD
—
397
2,151
—
—
397
2,151
2,548
338
1993
04/13
30
Pasadena, MD
—
591
2,509
—
—
579
2,509
3,088
394
1997
04/13
30
Pasadena, MD
—
407
1,492
—
—
407
1,492
1,899
234
1989
04/13
30
Perryville, MD
—
601
3,778
—
—
601
3,778
4,379
593
1990
04/13
30
Randallstown, MD
—
746
1,715
—
—
746
1,715
2,461
269
1995
04/13
30
Reisterstown, MD
—
649
2,354
—
—
649
2,354
3,003
369
1995
04/13
30
Rockville, MD
—
1,996
2,054
—
—
1,996
2,054
4,050
387
1971
04/13
25
Severn, MD
—
765
3,139
—
—
765
3,139
3,904
493
1987
04/13
30
Sterling, VA
—
1,356
1,095
—
—
1,356
1,095
2,451
172
1997
04/13
30
Sterling, VA (n)
—
1,540
2,461
—
—
1,540
2,461
4,001
386
1998
04/13
30
Timonium, MD
—
1,356
1,598
—
—
1,356
1,598
2,954
301
1981
04/13
25
Towson, MD
—
630
2,771
—
—
630
2,771
3,401
522
1988
04/13
25
Warrenton, VA
—
1,802
2,703
—
—
1,802
2,703
4,505
424
1994
04/13
30
Woodbridge, VA
—
678
2,664
—
—
678
2,664
3,342
502
1988
04/13
25
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:
Sunshine Energy:
Kansas City, MO
—
517
720
—
—
517
720
1,237
244
1993
07/09
25
SunTrust:
Albany, GA
—
287
890
—
—
287
890
1,177
269
1990
06/13
15
Alexandria, VA
—
2,735
732
—
—
2,735
732
3,467
222
1969
06/13
15
Alpharetta, GA
—
1,056
1,425
—
—
1,056
1,425
2,481
216
2005
06/13
30
Alpharetta, GA
—
1,625
1,366
—
—
1,625
1,366
2,991
310
1991
06/13
20
Arlington, VA
—
1,998
638
—
—
1,998
638
2,636
145
1993
06/13
20
Atlanta, GA
—
2,130
1,623
—
—
2,130
1,623
3,753
369
1976
06/13
20
Augusta, GA
—
865
872
—
—
865
872
1,737
396
1972
06/13
10
Augusta, GA
—
472
443
—
—
472
443
915
402
1970
06/13
5
Augusta, GA
—
352
397
—
—
352
397
749
360
1949
06/13
5
Avon Park, FL
—
360
1,564
—
—
360
1,564
1,924
237
1983
06/13
30
Bartow, FL
—
218
769
—
—
218
769
987
140
1980
06/13
25
Belleview, FL
—
226
1,085
—
—
226
1,085
1,311
164
1979
06/13
30
Beverly Hills, FL
—
376
1,414
—
—
376
1,414
1,790
214
1989
06/13
30
Black Mountain, NC
—
780
655
—
—
780
655
1,435
595
1943
06/13
5
Bladensburg, MD
—
1,528
1,538
—
—
1,528
1,538
3,066
233
1946
06/13
30
Bradenton, FL
—
437
1,251
—
—
429
1,251
1,680
189
1980
06/13
30
Brunswick, GA
—
158
2,169
—
—
158
2,169
2,327
1,970
1957
06/13
5
Butner, NC
—
344
606
—
—
344
606
950
138
1957
06/13
20
Cary, NC
—
616
826
—
—
616
826
1,442
188
1987
06/13
20
Chattanooga, TN
—
308
652
—
—
308
652
960
592
1972
06/13
5
Chattanooga, TN
—
260
374
—
—
260
374
634
340
1981
06/13
5
Chattanooga, TN
—
336
341
—
—
336
341
677
310
1974
06/13
5
Chestertown, MD
—
856
290
—
—
856
290
1,146
264
1974
06/13
5
Clearwater, FL
—
433
530
—
—
433
530
963
160
1983
06/13
15
Conyers, GA
—
366
501
—
—
366
501
867
227
1986
06/13
10
Crystal River, FL
—
430
2,971
—
—
430
2,971
3,401
386
1983
06/13
35
Daytona Beach Shores, FL
—
318
720
—
—
318
720
1,038
131
1982
06/13
25
Deland, FL
—
270
1,296
—
—
270
1,296
1,566
196
1993
06/13
30
Denton, NC
—
472
783
—
—
472
783
1,255
237
1969
06/13
15
Doral, FL
—
1,912
1,100
—
—
1,912
1,100
3,012
250
1988
06/13
20
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:
Duluth, GA
—
851
845
—
—
851
845
1,696
192
1992
06/13
20
Edgewater, FL
—
419
1,417
—
—
419
1,417
1,836
215
1986
06/13
30
Erwin, NC
—
380
89
—
—
380
89
469
81
1955
06/13
5
Flagler Beach, FL
—
366
1,313
—
—
366
1,313
1,679
170
1993
06/13
35
Fort Myers, FL
—
814
684
—
—
814
684
1,498
207
1986
06/13
15
Fort Myers, FL
—
543
758
—
—
543
758
1,301
138
1986
06/13
25
Gainesville, GA
—
406
1,830
—
—
406
1,830
2,236
1,662
1966
06/13
5
Greenacres City, FL
—
1,395
1,533
—
—
1,395
1,533
2,928
232
1988
06/13
30
Greensboro, NC
—
516
394
—
—
430
394
824
358
1980
06/13
5
Gulf Breeze, FL
—
1,021
1,382
—
—
1,021
1,382
2,403
628
1960
06/13
10
Haines City, FL
—
405
1,241
—
—
405
1,241
1,646
188
1989
06/13
30
Harrisonburg, VA
—
245
438
—
—
245
438
683
397
1968
06/13
5
Hialeah, FL
—
2,578
1,149
—
—
2,578
1,149
3,727
522
1978
06/13
10
Holly Hill, FL
—
509
699
—
—
509
699
1,208
635
1963
06/13
5
Homosassa, FL
—
344
825
—
—
344
825
1,169
150
1985
06/13
25
Huntersville, NC
—
177
830
—
—
177
830
1,007
151
1998
06/13
25
Inverness, FL
—
471
755
—
—
471
755
1,226
229
1984
06/13
15
Jacksonville, FL
—
938
926
—
—
938
926
1,864
210
1979
06/13
20
Jacksonville, FL
—
674
821
—
—
674
821
1,495
149
1987
06/13
25
Jonesboro, GA
—
591
1,185
—
—
591
1,185
1,776
1,076
1965
06/13
5
Jupiter, FL
—
1,035
1,327
—
—
1,035
1,327
2,362
172
1998
06/13
35
Kannapolis, NC
—
850
834
—
—
850
834
1,684
757
1906
06/13
5
Kernersville, NC
—
284
708
—
—
284
708
992
214
1990
06/13
15
Lady Lake, FL
—
340
1,355
—
—
340
1,355
1,695
205
1996
06/13
30
Lady Lake, FL
—
388
1,537
—
—
388
1,537
1,925
233
1996
06/13
30
Lake City, TN
—
326
514
—
—
326
514
840
467
1958
06/13
5
Largo, FL
—
258
643
—
—
258
643
901
146
1979
06/13
20
Lawrenceburg, TN
—
205
413
—
—
205
413
618
375
1975
06/13
5
Lawrenceville, GA
—
657
1,764
—
—
657
1,764
2,421
801
1985
06/13
10
Lightfoot, VA
—
177
512
—
—
177
512
689
232
1973
06/13
10
Lynn Haven, FL
—
797
865
—
—
797
865
1,662
393
1974
06/13
10
Macon, GA
—
207
392
—
—
207
392
599
119
1980
06/13
15
Madison Heights, VA
—
215
379
—
—
215
379
594
344
1973
06/13
5
Manassas, VA
—
1,765
1,714
—
—
1,765
1,714
3,479
389
1967
06/13
20
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:
Marietta, GA
—
617
714
—
—
617
714
1,331
324
1974
06/13
10
Mechanicsville, VA
—
343
493
—
—
343
493
836
447
1965
06/13
5
Monroe, NC
—
586
353
—
—
586
353
939
321
1981
06/13
5
Murfreesboro, TN
—
276
554
—
—
276
554
830
168
1989
06/13
15
N Miami Beach, FL
—
915
497
—
—
915
497
1,412
150
1986
06/13
15
Nashville, TN
—
438
1,295
—
—
438
1,295
1,733
196
1994
06/13
30
Nashville, TN
—
627
639
—
—
627
639
1,266
290
1972
06/13
10
New Port Richey, FL
—
463
1,178
—
—
463
1,178
1,641
214
1998
06/13
25
Norcross, GA
—
789
663
—
—
789
663
1,452
201
1986
06/13
15
Orlando, FL
—
801
1,135
—
—
801
1,135
1,936
258
1993
06/13
20
Palm Harbor, FL
—
532
384
—
—
532
384
916
174
1983
06/13
10
Punta Gorda, FL (n)
—
1,483
1,330
—
—
1,483
1,330
2,813
302
1972
06/13
20
Radford, VA
—
221
326
—
—
221
326
547
296
1964
06/13
5
Richmond, VA
—
398
673
—
—
398
673
1,071
611
1972
06/13
5
Richmond, VA
—
263
563
—
—
263
563
826
256
1981
06/13
10
Richmond, VA
—
283
245
—
—
283
245
528
222
1973
06/13
5
Roanoke, VA
—
264
256
—
—
264
256
520
233
1973
06/13
5
Roanoke, VA
—
103
360
—
—
103
360
463
164
1957
06/13
10
Roxboro, NC
—
452
918
—
—
452
918
1,370
278
1983
06/13
15
Sebastian, FL
—
438
856
—
—
438
856
1,294
194
1987
06/13
20
Sebring, FL
—
326
920
—
—
326
920
1,246
167
1985
06/13
25
South Boston, VA
—
221
1,441
—
—
221
1,441
1,662
327
1975
06/13
20
Spartanburg, SC
—
435
372
—
—
435
372
807
169
1921
06/13
10
Spotsylvania, VA
—
1,398
1,158
—
—
1,398
1,158
2,556
150
1964
06/13
35
Spring Hill, FL
—
460
1,102
—
—
460
1,102
1,562
1,001
1973
06/13
5
Spring Hill, FL
—
631
1,950
—
—
631
1,950
2,581
295
1988
06/13
30
Stuart, FL (n)
—
1,143
2,570
—
—
1,143
2,570
3,713
389
1985
06/13
30
Sun City Center, FL (n)
—
568
3,671
—
—
568
3,671
4,239
476
1971
06/13
35
Tamarac, FL
—
966
1,115
—
—
966
1,115
2,081
506
1972
06/13
10
Tucker, GA
—
395
1,208
—
—
395
1,208
1,603
274
1971
06/13
20
Valrico, FL
—
178
870
—
—
178
870
1,048
132
1981
06/13
30
Virginia Beach, VA
—
326
366
—
—
326
366
692
166
1985
06/13
10
Warner Robins, GA
—
905
1,276
—
—
905
1,276
2,181
580
1973
06/13
10
Wildwood, FL
—
308
953
—
—
308
953
1,261
173
1978
06/13
25
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:
Youngsville, NC
—
237
165
—
—
237
165
402
150
1946
06/13
5
Zephyrhills, FL
—
345
3,112
—
—
345
3,112
3,457
942
1972
06/13
15
Superior Petroleum:
Midway, PA
—
311
708
—
—
311
708
1,019
282
1990
01/06
30
Supervalu:
Maple Heights, OH
—
1,035
2,874
—
—
1,035
2,874
3,909
1,500
1985
02/97
40
Sweet Berries Cafe:
Sherman, TX
—
233
126
24
—
233
150
383
83
1969
09/06
20
Taco Bell:
Ocala, FL
—
275
755
—
—
275
755
1,030
303
2001
12/01
40
Phoenix, AZ
—
594
283
—
—
594
283
877
113
1995
12/01
40
Bedford, IN
—
797
937
—
—
797
937
1,734
272
1989
05/06
40
Columbus, IN
—
1,257
2,055
—
—
1,257
2,055
3,312
597
1990
05/06
40
Columbus, IN
—
690
1,213
—
—
690
1,213
1,903
352
2005
05/06
40
Evansville, IN
—
221
828
—
—
221
828
1,049
241
2003
05/06
40
Evansville, IN
—
308
1,301
—
—
308
1,301
1,609
378
2000
05/06
40
Evansville, IN
—
524
1,815
—
—
524
1,815
2,339
528
2005
05/06
40
Fishers, IN
—
990
486
—
—
990
486
1,476
141
1998
05/06
40
Greensburg, IN
—
648
1,079
—
—
648
1,079
1,727
314
1998
05/06
40
Indianapolis, IN
—
547
703
—
—
547
703
1,250
204
2004
05/06
40
Indianapolis, IN
—
1,032
1,650
—
—
1,032
1,650
2,682
480
2004
05/06
40
Madisonville, KY
—
682
1,193
—
—
682
1,193
1,875
347
1999
05/06
40
Owensboro, KY
—
639
1,326
—
—
639
1,326
1,965
385
2005
05/06
40
Shelbyville, IN
—
670
1,756
—
—
670
1,756
2,426
510
1998
05/06
40
Speedway, IN
—
408
1,426
—
—
408
1,426
1,834
415
2003
05/06
40
Terre Haute, IN
—
1,314
2,249
—
—
1,314
2,249
3,563
654
2003
05/06
40
Terre Haute, IN
—
1,037
1,656
—
—
1,037
1,656
2,693
481
2003
05/06
40
Vincennes, IN
—
502
880
—
—
502
880
1,382
256
2004
05/06
40
Hialeah, FL
—
263
69
—
—
263
(i)
263
(i)
(i)
09/06
(i)
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:
Anderson, SC
—
273
820
—
—
273
820
1,093
231
1989
12/10
25
Anderson, SC
—
176
436
—
—
176
436
612
102
2000
12/10
30
Asheville, NC
—
408
732
—
—
408
732
1,140
206
1992
12/10
25
Asheville, NC
—
252
483
—
—
252
483
735
136
1993
12/10
25
Black Mountain, NC
—
149
313
—
—
149
313
462
88
1992
12/10
25
Blue Ridge, GA
—
276
553
—
—
276
553
829
156
1992
12/10
25
Cedartown, GA
—
353
890
—
—
353
890
1,243
251
1990
12/10
25
Duncan, SC
—
280
483
—
—
280
483
763
113
1999
12/10
30
Easley, SC (n)
—
444
818
—
—
444
818
1,262
230
1991
12/10
25
Fort Payne, AL
—
362
533
—
—
362
533
895
150
1989
12/10
25
Franklin, NC
—
472
687
—
—
472
687
1,159
193
1992
12/10
25
Gaffney, SC
—
388
940
—
—
388
940
1,328
221
1998
12/10
30
Greenville, SC
—
414
810
—
—
414
810
1,224
190
1995
12/10
30
Greenville, SC
—
169
330
—
—
169
330
499
93
1990
12/10
25
Hendersonville, NC
—
569
1,163
—
—
569
1,163
1,732
328
1988
12/10
25
Inman, SC
—
223
502
—
—
223
502
725
118
1999
12/10
30
Lavonia, GA
—
122
359
—
—
122
359
481
84
1999
12/10
30
Madison, AL
—
498
886
—
—
498
886
1,384
250
1985
12/10
25
Oneonta, AL
—
362
881
—
—
362
881
1,243
248
1992
12/10
25
Piedmont, SC
—
249
702
—
—
249
702
951
165
2000
12/10
30
Pisgah Forest, NC
—
260
672
—
—
260
672
932
158
1998
12/10
30
Rainsville, AL
—
411
1,077
—
—
411
1,077
1,488
253
1998
12/10
30
Seneca, SC
—
304
807
—
—
304
807
1,111
227
1993
12/10
25
Simpsonville, SC
—
635
1,022
—
—
635
1,022
1,657
288
1991
12/10
25
Spartanburg, SC
—
492
949
—
—
492
949
1,441
223
1993
12/10
30
Spartanburg, SC
—
239
496
—
—
239
496
735
116
1992
12/10
30
Sylva, NC
—
580
786
—
—
580
786
1,366
184
1994
12/10
30
Toccoa, GA
—
201
600
—
—
201
600
801
141
1993
12/10
30
Anderson, IN
—
313
1,338
—
—
313
1,338
1,651
193
2008
12/12
35
Bloomington, IN
—
332
1,234
—
—
332
1,234
1,566
178
2009
12/12
35
Bloomington, IN
—
275
1,026
—
—
275
1,026
1,301
207
1988
12/12
25
Carmel, IN
—
360
1,546
—
—
360
1,546
1,906
260
1994
12/12
30
Daleville, IN
—
209
893
—
—
209
893
1,102
150
1995
12/12
30
Edinburgh, IN
—
313
1,338
—
—
313
1,338
1,651
193
2007
12/12
35
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:
Evansville, IN
—
209
1,092
—
—
209
1,092
1,301
157
2008
12/12
35
Indianapolis, IN
—
285
1,225
—
—
285
1,225
1,510
176
2008
12/12
35
Indianapolis, IN
—
304
1,206
—
—
304
1,206
1,510
174
2010
12/12
35
Indianapolis, IN
—
351
1,452
—
—
351
1,452
1,803
244
2005
12/12
30
Indianapolis, IN
—
247
931
—
—
247
931
1,178
156
1995
12/12
30
Indianapolis, IN
—
256
1,102
—
—
256
1,102
1,358
159
2008
12/12
35
Indianapolis, IN
—
209
799
—
—
209
799
1,008
134
1994
12/12
30
Jasper, IN
—
200
960
—
—
200
960
1,160
161
1992
12/12
30
New Castle, IN
—
427
1,830
—
—
427
1,830
2,257
308
2006
12/12
30
Owensboro, KY
—
436
1,119
—
—
436
1,119
1,555
161
2010
12/12
35
Connersville, IN
—
136
1,280
—
—
136
1,280
1,416
190
1991
07/13
30
Linton, IN
—
155
1,203
—
—
155
1,203
1,358
179
1996
07/13
30
Owensboro, KY
—
136
1,549
—
—
136
1,549
1,685
230
1998
07/13
30
Arnold, MO
—
436
698
—
—
436
698
1,134
122
1991
08/13
25
Collinsville, IL
—
368
1,713
—
—
368
1,713
2,081
300
1993
08/13
25
East Alton, IL
—
271
1,008
—
—
271
1,008
1,279
147
1991
08/13
30
Edwardsville, IL
—
310
1,549
—
—
310
1,549
1,859
226
1987
08/13
30
Eureka, MO
—
466
466
—
—
466
466
932
82
1984
08/13
25
Granite City, IL
—
707
852
—
—
707
852
1,559
107
2006
08/13
35
Hazelwood, MO
—
513
1,470
—
—
513
1,470
1,983
214
1991
08/13
30
Maryland Heights, MO
—
407
862
—
—
407
862
1,269
126
1991
08/13
30
O'Fallon, MO
—
580
1,403
—
—
580
1,403
1,983
175
2003
08/13
35
O'Fallon, MO
—
445
1,770
—
—
445
1,770
2,215
258
1985
08/13
30
St. Charles, MO
—
581
872
—
—
580
872
1,452
127
2000
08/13
30
St. Louis, MO
—
252
1,047
—
—
252
1,047
1,299
183
1981
08/13
25
St. Louis, MO
—
252
785
—
—
252
785
1,037
115
1990
08/13
30
St. Louis, MO
—
465
1,171
—
—
465
1,171
1,636
146
2009
08/13
35
Fayetteville, NC
—
289
1,205
—
—
289
1,205
1,494
142
1998
06/14
30
Fayetteville, NC
—
298
1,989
—
—
298
1,989
2,287
235
2005
06/14
30
Fayetteville, NC
—
388
1,552
—
—
388
1,552
1,940
183
1996
06/14
30
Fayetteville, NC
—
448
1,334
—
—
448
1,334
1,782
157
1998
06/14
30
Fayetteville, NC
—
497
1,691
—
—
497
1,691
2,188
200
2008
06/14
30
Fayetteville, NC
—
149
1,652
—
—
149
1,652
1,801
234
1988
06/14
25
Fayetteville, NC
—
686
1,631
—
—
686
1,631
2,317
231
1992
06/14
25
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:
Fayetteville, NC
—
269
1,771
—
—
269
1,771
2,040
251
1993
06/14
25
Fayetteville, NC
—
607
1,135
—
—
607
1,135
1,742
161
1982
06/14
25
Holly Ridge, NC
—
189
1,791
—
—
189
1,791
1,980
181
2012
06/14
35
Hope Mills, NC
—
438
2,138
—
—
438
2,138
2,576
303
1990
06/14
25
Jacksonville, NC
—
388
2,347
—
—
388
2,347
2,735
237
2007
06/14
35
Jacksonville, NC
—
428
2,327
—
—
428
2,327
2,755
330
1993
06/14
25
Jacksonville, NC
—
577
1,304
—
—
577
1,304
1,881
132
2013
06/14
35
Jacksonville, NC
—
398
2,069
—
—
398
2,069
2,467
244
1994
06/14
30
Leland, NC
—
289
1,205
—
—
289
1,205
1,494
122
2008
06/14
35
Lumberton, NC
—
368
2,208
—
—
368
2,208
2,576
261
2003
06/14
30
Midway Park, NC
—
467
2,069
—
—
467
2,069
2,536
293
1993
06/14
25
Pembroke, NC
—
438
1,095
—
—
438
1,095
1,533
129
2008
06/14
30
Saint Pauls, NC
—
419
767
—
—
419
767
1,186
91
2008
06/14
30
Shallotte, NC
—
329
827
—
—
329
827
1,156
84
2011
06/14
35
Spring Lake, NC
—
408
2,009
—
—
408
2,009
2,417
203
2009
06/14
35
Whiteville, NC
—
179
1,315
—
—
179
1,315
1,494
133
2010
06/14
35
Wilmington, NC
—
239
1,463
—
—
239
1,463
1,702
148
2013
06/14
35
Wilmington, NC
—
587
2,277
—
—
587
2,277
2,864
230
2006
06/14
35
Wilmington, NC
—
547
1,423
—
—
547
1,423
1,970
144
2013
06/14
35
Swansboro, NC
—
430
1,359
—
—
430
1,359
1,789
92
2015
04/15
40
Buffalo Grove, IL
—
234
1,236
—
—
234
1,236
1,470
89
1987
03/16
25
Columbia City, IN
—
122
1,535
—
—
122
1,535
1,657
110
1990
03/16
25
Dowagiac, MI
—
131
1,236
—
—
131
1,236
1,367
74
1999
03/16
30
Edwardsburg, MI
—
47
1,479
—
—
47
1,479
1,526
88
1998
03/16
30
Elkhart, IN
—
393
1,618
—
—
393
1,618
2,011
83
2008
03/16
35
Fox Lake, IL
—
309
1,376
—
—
309
1,376
1,685
82
2006
03/16
30
Freeport, IL
—
84
2,141
—
—
84
2,141
2,225
128
1999
03/16
30
Kendallville, IN
—
150
1,637
—
—
150
1,637
1,787
98
1992
03/16
30
Knox, IN
—
66
1,255
—
—
66
1,255
1,321
90
1993
03/16
25
Lake Delton, WI
—
815
599
—
—
815
599
1,414
31
2011
03/16
35
Lake In The Hills, IL
—
402
2,029
—
—
402
2,029
2,431
121
1998
03/16
30
Ligonier, IN
—
216
1,021
—
—
216
1,021
1,237
61
2000
03/16
30
Lindenhurst, IL
—
609
768
—
—
609
768
1,377
46
1999
03/16
30
McHenry, IL
—
468
1,814
—
—
468
1,814
2,282
108
2006
03/16
30
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:
Monroe, WI
—
515
1,030
—
—
515
1,030
1,545
61
1999
03/16
30
Mundelein, IL
—
131
1,544
—
—
131
1,544
1,675
92
2004
03/16
30
Mundelein, IL
—
178
1,134
—
—
178
1,134
1,312
68
1999
03/16
30
Nappanee, IN
—
178
1,404
—
—
178
1,404
1,582
72
2008
03/16
35
Portage, WI
—
197
1,479
—
—
197
1,479
1,676
88
1999
03/16
30
Richland Center, WI
—
215
1,236
—
—
215
1,236
1,451
74
2000
03/16
30
Rochester, IN
—
215
1,787
—
—
215
1,787
2,002
128
1993
03/16
25
Rockford, IL
—
328
1,413
—
—
328
1,413
1,741
84
1999
03/16
30
Roscoe, IL
—
346
1,479
—
—
346
1,479
1,825
76
2010
03/16
35
Roseland, IN
—
496
880
—
—
496
880
1,376
53
2001
03/16
30
Round Lake Beach, IL
—
159
2,169
—
—
159
2,169
2,328
130
2005
03/16
30
South Bend, IN
—
365
965
—
—
365
965
1,330
49
2010
03/16
35
South Bend, IN
—
365
1,170
—
—
365
1,170
1,535
60
2014
03/16
35
South Bend, IN
—
291
788
—
—
291
788
1,079
47
2006
03/16
30
St. Joseph, MI
—
94
1,413
—
—
94
1,413
1,507
72
2007
03/16
35
Watervliet, MI
—
281
1,105
—
—
281
1,105
1,386
66
2000
03/16
30
Wauconda, IL
—
169
1,358
—
—
169
1,358
1,527
81
2001
03/16
30
Waukegan, IL
—
570
1,674
—
—
570
1,674
2,244
120
1997
03/16
25
West Baraboo, WI
—
150
1,348
—
—
150
1,348
1,498
81
1999
03/16
30
Wheeling, IL
—
486
1,861
—
—
486
1,861
2,347
111
2000
03/16
30
Winnebago, IL
—
131
1,041
—
—
131
1,041
1,172
53
2009
03/16
35
Wisconsin Dells, WI
—
365
1,095
—
—
365
1,095
1,460
65
1999
03/16
30
Zion, IL
—
150
1,554
—
—
150
1,554
1,704
80
2008
03/16
35
Taco Bueno:
Moore, OK
—
624
507
—
—
624
507
1,131
34
2015
01/15
40
Mansfield, TX
—
808
—
508
—
808
508
1,316
29
2015
06/15
(m)
40
Flower Mound, TX
—
1,056
—
617
—
1,056
617
1,673
13
2017
04/16
(m)
40
El Reno, OK
—
517
—
605
—
517
605
1,122
9
2017
03/17
(m)
40
Sulphur Springs, TX
—
512
—
607
—
512
607
1,119
8
2017
03/17
(m)
40
Taco Cabana:
Austin, TX
—
561
1,227
—
—
561
1,227
1,788
101
1994
02/15
35
Houston, TX
—
590
1,284
—
—
590
1,284
1,874
123
1987
02/15
30
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 Operating Leases:
Houston, TX
—
667
852
—
—
667
852
1,519
82
2000
02/15
30
Houston, TX
—
1,070
978
—
—
1,016
978
1,994
112
1998
02/15
25
San Antonio, TX
—
492
1,283
—
—
492
1,283
1,775
105
1995
02/15
35
Tamarind Restaurant:
Tucson, AZ
—
996
—
2,742
—
996
2,742
3,738
705
2007
12/06
(m)
40
Texas Roadhouse:
Grand Junction, CO
—
584
920
—
—
584
920
1,504
369
1997
12/01
40
Thornton, CO
—
599
1,019
—
—
599
1,019
1,618
409
1998
12/01
40
Palm Bay, FL
—
1,035
1,512
—
—
1,035
1,512
2,547
330
2004
06/11
30
TGI Friday's:
Corpus Christi, TX
—
1,210
1,532
—
—
1,157
1,532
2,689
614
1995
12/01
40
The Beach:
Mason, OH
—
1,707
1,303
—
—
1,707
1,303
3,010
250
1985
03/13
25
The Containter Store:
Plano, TX
—
1,758
5,115
—
—
1,758
5,115
6,873
676
2009
05/13
35
The Snooty Fox:
Cincinnati, OH
—
282
521
403
—
543
662
1,205
239
1998
12/01
40
The Tile Shop:
Scarsdale, NY
—
4,509
2,454
352
—
4,509
2,807
7,316
895
1996
09/97
40
Buford, GA
—
1,267
2,406
25
—
1,267
2,430
3,697
814
2003
07/04
40
Third Federal Savings:
Parma, OH
—
370
238
1,100
—
370
1,338
1,708
671
1977
09/06
20
Tile Outlets of America:
Sarasota, FL
—
1,168
1,904
735
—
1,170
2,639
3,809
838
1988
09/97
40
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 Investment the Company has Invested in Under Operating Leases:
Tire Engineers:
Amarillo, TX
—
244
713
—
—
244
713
957
15
2001
05/17
30
Columbia, SC
—
345
453
—
—
345
453
798
11
1973
05/17
25
Columbia, SC
—
411
812
—
—
411
812
1,223
17
2007
05/17
30
Lexington, SC
—
536
1,237
—
—
536
1,237
1,773
26
2001
05/17
30
Orangeburg, SC
—
327
445
—
—
327
445
772
9
2005
05/17
30
West Columbia, SC
—
486
1,546
—
—
486
1,546
2,032
32
2008
05/17
30
Pooler, GA
—
764
—
—
—
764
(e)
764
(e)
(e)
08/17
(m)
(e)
Tire Kingdom:
Sanford, FL
—
1,157
1,887
—
—
1,157
1,887
3,044
3
2006
12/17
30
TitleMax:
Geneva, IL
—
473
436
—
—
484
375
859
156
1996
12/01
40
Mobile, AL
—
491
498
—
—
491
498
989
200
1997
12/01
40
Dallas, TX
—
1,554
1,229
46
—
1,554
1,275
2,829
394
1982
06/05
40
Aiken, SC
—
442
646
—
—
442
646
1,088
202
1989
08/08
30
Anniston, AL
—
160
453
—
—
160
453
613
106
2008
08/08
40
Berkeley, MO
—
237
282
—
—
237
282
519
132
1961
08/08
20
Cheraw, SC
—
88
330
—
—
88
330
418
124
1976
08/08
25
Columbia, SC
—
212
319
—
—
212
319
531
100
1987
08/08
30
Dalton, GA
—
178
347
—
—
178
347
525
130
1972
08/08
25
Darlington, SC
—
47
267
—
—
47
267
314
100
1973
08/08
25
Fairfield, AL
—
133
178
—
—
133
178
311
67
1974
08/08
25
Gadsden, AL
—
250
389
—
—
250
389
639
91
2007
08/08
40
Hueytown, AL (n)
—
135
93
—
—
135
93
228
87
1948
08/08
10
Jonesboro, GA
—
675
292
—
—
675
292
967
110
1970
08/08
25
Lawrenceville, GA
—
370
332
—
—
370
332
702
104
1986
08/08
30
Lewisburg, TN
—
70
298
—
—
70
298
368
80
1998
08/08
35
Macon, GA
—
103
290
—
—
103
290
393
136
1967
08/08
20
Marietta, GA
—
285
278
—
—
285
278
563
130
1967
08/08
20
Memphis, TN
—
226
444
—
—
226
444
670
139
1986
08/08
30
Memphis, TN
—
111
237
—
—
111
237
348
74
1981
08/08
30
Montgomery, AL
—
96
233
—
—
96
233
329
87
1970
08/08
25
Nashville, TN
—
256
301
—
—
256
301
557
94
1982
08/08
30
Nashville, TN
—
268
276
—
—
268
276
544
104
1978
08/08
25
Norcross, GA
—
599
350
—
—
599
350
949
131
1975
08/08
25
Pulaski, TN
—
109
361
—
—
109
361
470
113
1986
08/08
30
Riverdale, GA
—
877
400
—
—
877
400
1,277
150
1978
08/08
25
Springfield, MO
—
125
230
—
—
125
230
355
86
1979
08/08
25
Springfield, MO
—
220
400
—
—
220
400
620
150
1979
08/08
25
St. Louis, MO
—
134
398
—
—
134
398
532
107
1993
08/08
35
St. Louis, MO
—
244
288
—
—
244
288
532
108
1971
08/08
25
Sylacauga, AL
—
94
191
—
—
94
191
285
60
1986
08/08
30
Taylors, SC
—
299
372
—
—
299
372
671
100
1999
08/08
35
Bay Minette, AL
—
51
113
—
—
51
113
164
31
1980
01/11
25
N. Richland Hills, TX
—
132
132
—
—
132
132
264
46
1976
01/11
20
Petersburg, VA
—
139
366
—
—
139
366
505
126
1979
02/11
20
Savannah, GA
—
231
361
—
—
231
361
592
123
1972
03/11
20
Fort Worth, TX
—
131
312
—
—
119
312
431
85
1985
03/11
25
Hoover, AL
—
378
546
—
—
378
546
924
148
1970
03/11
25
Eufaula, AL
—
61
360
—
—
61
360
421
92
1980
08/11
25
Kansas City, MO
—
69
129
—
—
69
129
198
41
1920
08/11
20
Arnold, MO
—
321
120
—
—
321
120
441
37
1960
10/11
20
Bristol, VA
—
199
517
—
—
199
517
716
107
2001
10/11
30
Fairview Heights, IL
—
93
185
—
—
93
185
278
46
1979
10/11
25
Florissant, MO
—
143
153
—
—
143
153
296
38
1974
10/11
25
Greenville, SC (n)
—
602
612
—
—
602
612
1,214
152
2008
10/11
25
Jonesboro, GA
—
301
683
—
—
301
683
984
121
2007
10/11
35
Olive Branch, MS
—
121
312
—
—
121
312
433
77
1978
10/11
25
Sugar Creek, MO
—
202
181
—
—
202
181
383
45
1978
10/11
25
Roanoke, VA
—
158
207
—
—
158
207
365
56
1950
08/12
20
Fredericksburg, VA
—
228
555
—
—
228
555
783
118
1989
09/12
25
Florissant, MO
—
119
288
—
—
119
288
407
58
1970
12/12
25
Savannah, GA
—
259
359
—
—
259
359
618
47
2012
05/13
35
South Boston, VA
—
163
133
—
—
163
133
296
31
1980
05/13
20
O'Fallon, MO
—
75
261
—
—
75
261
336
44
1981
11/13
25
Crest Hill, IL
—
92
323
—
—
92
323
415
45
1963
03/15
20
St. Louis, MO
—
76
237
—
—
76
237
313
33
1953
03/15
20
Tony's Tires:
Montgomery, AL
—
593
1,187
43
—
593
1,229
1,822
366
1998
08/06
40
TopGolf:
Chesterfield, MO
—
4,577
—
—
—
4,577
(e)
4,577
(e)
(e)
06/17
(m)
(e)
Tucson, AZ
—
3,591
—
17,524
—
3,591
17,524
21,115
18
2017
07/17
(m)
(k)
Town of Norwood:
Norwood, NC
—
519
410
—
—
519
410
929
372
1946
06/13
5
Toys R Us:
Gastonia, NC
—
1,825
—
6,101
—
1,825
6,101
7,926
995
1998
10/11
(m)
35
Parma, OH
—
688
2,767
—
—
688
2,767
3,455
352
1980
06/15
25
Tractor Supply Co.:
Aransas Pass, TX
—
101
1,399
447
—
100
1,848
1,948
747
1983
03/99
40
Tutor Time:
Elk Grove, CA
—
1,216
2,786
9
—
1,216
2,750
3,966
591
2009
09/08
40
Twenty Seven Truck Stop:
Lake Placid, FL
—
2,532
1,157
491
—
2,532
1,648
4,180
558
1990
12/05
40
Twin Peaks:
Beaumont, TX
—
439
1,363
336
—
864
1,462
2,326
554
2000
12/01
(g)
40
Olathe, KS
—
525
731
—
—
525
731
1,256
152
2005
09/10
35
ULTA Salon, Cosmetics and Fragrance:
Florissant, MO
—
423
499
1,444
—
425
1,942
2,367
420
1996
04/03
(g)
40
Lapeer, MI
—
408
2,086
594
—
408
2,625
3,033
554
2007
10/05
40
Ultra Car Wash:
Mobile, AL
—
1,071
1,086
—
—
1,071
1,086
2,157
282
2005
08/07
40
Lilburn, GA
—
1,396
1,119
—
—
1,396
1,119
2,515
269
2004
05/08
40
Uni-Mart:
East Brady, PA
—
269
583
—
—
269
583
852
361
1987
08/05
20
Pleasant Gap, PA
—
332
593
—
—
332
593
925
367
1996
08/05
20
Port Vue, PA
—
824
118
—
—
824
118
942
73
1953
08/05
20
Punxsutawney, PA
—
253
542
—
—
253
542
795
335
1983
08/05
20
Shamokin, PA
—
324
506
—
—
324
506
830
313
1956
08/05
20
Shippensburg, PA
—
204
330
—
—
204
330
534
204
1989
08/05
20
Wilkes-Barre, PA
—
178
471
—
—
178
471
649
292
1989
08/05
20
Wilkes-Barre, PA
—
171
422
—
—
171
422
593
261
1999
08/05
20
Williamsport, PA
—
909
122
—
—
909
122
1,031
76
1950
08/05
20
Ashland, PA
—
355
545
—
—
355
545
900
335
1977
09/05
20
Mountaintop, PA
—
423
616
—
—
423
616
1,039
379
1987
09/05
20
Effort, PA
—
1,297
1,202
—
—
1,297
1,202
2,499
359
2000
01/06
40
McSherrystown, PA
—
135
365
—
—
135
365
500
109
1988
01/06
40
Milesburg, PA
—
134
373
—
—
134
373
507
111
1987
01/06
40
Nuangola, PA
—
1,062
1,203
—
—
1,062
1,195
2,257
359
2000
01/06
40
Punxsutawney, PA
—
294
650
—
—
294
650
944
194
1983
01/06
40
United Rentals:
Carrollton, TX
—
478
535
—
—
478
535
1,013
174
1981
12/04
40
Cedar Park, TX (n)
—
535
829
—
—
535
829
1,364
270
1990
12/04
40
Clearwater, FL (n)
—
1,173
1,811
—
—
1,173
1,811
2,984
590
2001
12/04
40
Fort Collins, CO (n)
—
2,057
978
—
—
2,057
978
3,035
319
1975
12/04
40
Irving, TX
—
708
911
—
—
708
911
1,619
297
1984
12/04
40
La Porte, TX
—
1,115
2,125
—
—
1,115
2,125
3,240
693
2000
12/04
40
Littleton, CO
—
1,743
1,944
—
—
1,743
1,944
3,687
634
2002
12/04
40
Oklahoma City, OK
—
744
1,265
—
—
744
1,265
2,009
412
1997
12/04
40
Perrysburg, OH (n)
—
642
1,119
—
—
642
1,119
1,761
365
1979
12/04
40
Plano, TX
—
1,030
1,148
—
—
1,030
1,148
2,178
374
1996
12/04
40
Temple, TX (n)
—
1,160
1,360
—
—
1,160
1,360
2,520
444
1998
12/04
40
Fort Worth, TX
—
510
1,128
—
—
510
1,128
1,638
365
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
192
1970
05/05
40
University of Phoenix:
Glen Allen, VA
—
2,177
2,600
670
—
2,177
3,270
5,447
1,597
1995
06/95
40
Vacant Land:
Homestead, PA
—
383
—
81
—
464
(e)
464
(e)
(e)
02/97
(e)
Indianapolis, IN
—
640
—
—
—
700
(e)
700
(e)
(e)
12/01
(e)
Southfield, MI
—
405
644
—
—
389
(e)
389
(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:
Arlington, TX
—
435
2,300
334
—
435
2,634
3,069
1,337
1996
06/96
38
Sacramento, CA
—
1,144
2,961
—
—
1,144
2,961
4,105
1,555
1996
12/96
40
Huntington, WV
—
1,254
761
—
—
1,254
761
2,015
397
1971
02/97
40
Conyers, GA
—
320
556
29
—
320
585
905
289
1997
06/97
40
Redding, CA
—
667
2,182
—
—
667
2,182
2,849
1,120
1997
06/97
40
Beaumont, TX
—
941
1,618
1,497
—
941
3,115
4,056
1,228
1992
03/99
40
Colonial Heights, VA
—
662
610
—
—
662
610
1,272
245
1997
12/01
40
Columbus, OH
—
1,032
1,107
—
—
1,032
1,107
2,139
444
1998
12/01
40
Columbus, TX
—
428
817
—
—
428
817
1,245
328
1997
12/01
40
Eden Prairie, MN
—
65
181
81
—
65
261
326
103
1997
12/01
40
Homewood, AL
—
1,032
697
—
—
1,032
697
1,729
280
1997
12/01
40
Kennedale, TX
—
400
692
—
—
391
692
1,083
278
1985
12/01
40
Swansea, IL
—
46
132
—
—
46
132
178
80
1997
12/01
40
Valrico, FL
—
1,235
3,255
—
—
814
1,111
1,925
104
1997
06/02
12
Buford, GA
—
751
1,979
336
—
751
2,315
3,066
712
2003
07/04
(g)
40
Hudson Falls, NY
—
57
780
39
—
57
819
876
270
1990
09/04
40
Fort Worth, TX
—
2,505
2,138
—
—
2,505
2,138
4,643
688
1988
02/05
40
Monticello, NY
—
664
769
—
—
664
769
1,433
246
1996
03/05
40
Lapeer, MI
—
37
264
—
—
37
251
288
67
2007
10/05
40
See accompanying report of independent registered public accounting firm.
F-68
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:
Hollywood, FL
—
203
46
19
—
124
—
124
—
1960
12/05
15
Colorado Springs, CO
—
585
390
—
—
585
390
975
220
1978
09/06
20
Colorado Springs, CO
—
321
377
—
—
321
377
698
213
1984
09/06
20
Pueblo, CO
—
475
302
—
—
475
302
777
170
1980
09/06
20
Overland Park, KS
—
1,166
—
1,741
—
1,166
1,741
2,907
267
2011
04/11
(m)
40
Avon, IN
—
1,302
—
4,178
—
1,302
4,178
5,480
570
2012
12/11
(m)
40
Fargo, ND
—
335
2,747
—
—
335
2,747
3,082
396
2008
12/12
35
Sioux Falls, SD
—
207
1,490
—
—
207
1,490
1,697
250
1985
12/12
30
Value City Furniture:
White Marsh, MD
—
3,762
—
3,006
—
3,762
3,006
6,768
1,488
1998
10/97
(g)
40
VCA Animal Hospital:
Mission, KS
—
891
3,758
—
—
852
3,758
4,610
726
2000
03/12
30
Verizon Wireless:
Anderson, SC (n)
—
38
—
—
—
38
—
38
(e)
(i)
07/14
35
Bristol, VA
—
175
512
—
—
175
512
687
71
2000
07/14
25
Amherst, NY
—
230
175
403
—
230
578
808
26
1977
02/15
20
North Olmsted, OH
—
324
1,015
—
—
324
1,015
1,339
35
1983
08/16
40
Virginia College:
Knoxville, TN
—
1,500
5,571
—
—
1,500
5,571
7,071
983
1996
09/12
30
Vitamin Shoppe, The:
Cincinnati, OH
—
297
443
385
—
312
813
1,125
306
1999
06/98
40
Walgreens:
Altamonte Springs, FL
—
1,137
2,053
—
—
1,137
2,053
3,190
1,123
1995
01/96
40
Sunrise, FL (n)
—
1,958
1,401
—
—
1,958
1,401
3,359
512
1994
05/03
40
Tulsa, OK
—
1,193
3,056
—
—
1,193
3,056
4,249
958
2003
06/05
40
Boise, ID
—
792
1,875
—
—
792
1,875
2,667
487
2000
03/10
30
Nampa, ID
—
1,062
2,253
—
—
1,062
2,253
3,315
585
2000
03/10
30
Pueblo, CO
—
899
3,313
—
—
899
3,313
4,212
667
2000
12/11
30
See accompanying report of independent registered public accounting firm.
F-69
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:
Rapid City, SD
—
1,387
2,957
—
—
1,387
2,957
4,344
503
2000
01/12
35
Hamilton, OH
—
731
2,879
—
—
731
2,879
3,610
572
2000
01/12
30
Waterford Nails & Spa:
Orlando, FL
—
40
111
—
—
40
111
151
38
2001
02/04
40
Wawa:
Clearwater, FL
—
1,184
2,526
44
—
1,476
(i)
1,476
(i)
(i)
05/93
Lake Placid, FL
—
289
1,402
—
—
289
1,402
1,691
212
1988
06/13
30
Wehrenberg Theater:
Cedar Rapids, IA
—
1,567
8,433
—
—
1,567
8,433
10,000
1,362
2011
07/11
40
Wendy's:
Sacramento, CA
—
586
—
—
—
586
(i)
586
(i)
(i)
02/98
New Kensington, PA
—
501
333
—
—
501
333
834
134
1980
12/01
40
Orland Park, IL
—
562
556
—
—
562
377
939
153
1995
12/01
40
Boerne, TX (n)
—
456
679
—
—
456
679
1,135
137
1986
12/12
25
Brownsburg, IN (n)
—
242
1,483
—
—
242
1,483
1,725
299
1984
12/12
25
Converse, TX (n)
—
301
554
—
—
301
554
855
80
2007
12/12
35
Everett, WA (n)
—
339
1,018
—
—
339
1,018
1,357
171
2000
12/12
30
Everett, WA (n)
—
486
437
—
—
486
437
923
88
1979
12/12
25
Fishers, IN (n)
—
544
514
—
—
544
514
1,058
86
2000
12/12
30
Fishers, IN (n)
—
766
717
—
—
766
717
1,483
121
1990
12/12
30
Henderson, NV (n)
—
398
1,028
—
—
398
1,028
1,426
173
1991
12/12
30
Henderson, NV (n)
—
370
311
—
—
370
311
681
63
1988
12/12
25
Indianapolis, IN (n)
—
281
1,018
—
—
281
1,018
1,299
171
1996
12/12
30
Indianapolis, IN (n)
—
271
1,221
—
—
271
1,221
1,492
246
1974
12/12
25
Indianapolis, IN (n)
—
320
602
—
—
320
602
922
101
1998
12/12
30
Indianapolis, IN (n)
—
87
1,009
—
—
87
1,009
1,096
204
1973
12/12
25
Indianapolis, IN (n)
—
213
1,444
—
—
213
1,444
1,657
208
2003
12/12
35
Indianapolis, IN (n)
—
252
1,454
—
—
252
1,454
1,706
244
1999
12/12
30
Indianapolis, IN (n)
—
417
1,318
—
—
417
1,318
1,735
221
1991
12/12
30
Indianapolis, IN (n)
—
320
1,086
—
—
320
1,086
1,406
182
1993
12/12
30
See accompanying report of independent registered public accounting firm.
F-70
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:
Las Vegas, NV (n)
—
533
1,424
—
—
533
1,424
1,957
239
2001
12/12
30
Las Vegas, NV (n)
—
368
1,018
—
—
368
1,018
1,386
171
2001
12/12
30
Las Vegas, NV (n)
—
360
253
—
—
360
253
613
51
1980
12/12
25
Lynnwood, WA (n)
—
571
1,695
—
—
571
1,695
2,266
342
1978
12/12
25
N. Las Vegas, NV (n)
—
310
1,463
—
—
310
1,463
1,773
211
2001
12/12
35
Noblesville, IN (n)
—
582
979
—
—
582
979
1,561
165
1998
12/12
30
Port Orchard, WA (n)
—
784
1,540
—
—
784
1,540
2,324
259
1996
12/12
30
Poulsbo, WA
—
620
901
—
—
620
901
1,521
114
2012
12/12
40
San Antonio, TX (n)
—
931
223
—
—
931
223
1,154
38
1993
12/12
30
San Antonio, TX (n)
—
553
892
—
—
303
892
1,195
180
1986
12/12
25
San Antonio, TX (n)
—
242
1,067
—
—
242
1,067
1,309
215
1977
12/12
25
San Antonio, TX (n)
—
688
727
—
—
688
727
1,415
122
1993
12/12
30
San Antonio, TX (n)
—
370
272
—
—
370
272
642
46
1993
12/12
30
Lexington Park, MD
—
327
773
—
—
327
773
1,100
89
1982
07/14
30
Alcoa, TN
—
587
547
—
—
587
547
1,134
79
1977
02/15
20
Lincoln Park, MI
—
326
435
—
—
326
435
761
50
1988
02/15
25
North Canton, OH
—
121
852
—
—
121
852
973
82
1986
02/15
30
Roanoke, VA
—
172
672
—
—
172
672
844
97
1983
02/15
20
Whataburger:
Albuquerque, NM
—
624
419
—
—
624
419
1,043
168
1995
12/01
40
San Antonio, TX
—
275
801
—
—
275
801
1,076
66
1988
02/15
35
Wherehouse Music:
Independence, MO
—
503
1,209
—
—
503
1,209
1,712
364
1994
12/05
40
Winn-Dixie:
Columbus, GA
—
1,023
1,875
—
—
1,023
1,875
2,898
678
1984
07/03
40
Ziebart:
Maplewood, MN
—
308
311
—
—
308
311
619
100
1990
02/05
40
Middleburg Heights, OH
—
199
148
—
—
199
148
347
48
1961
02/05
40
See accompanying report of independent registered public accounting firm.
F-71
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:
Leasehold Interests:
Oklahoma City, OK
—
(l)
1,365
—
—
(l)
341
341
65
1997
06/97
5
Oklahoma City, OK
—
(l)
1,419
—
—
(l)
355
355
68
1997
06/97
5
Lima, OH
—
(l)
1,290
—
—
(l)
1,290
1,290
1,289
2001
08/01
15
Oklahoma City, OK
—
(l)
3,275
—
—
(l)
3,275
3,275
437
2016
01/16
15
SUBTOTAL
$
12,941
$
2,281,506
$
4,107,978
$
924,583
$
—
$
2,289,749
$
4,977,494
$
7,267,243
$
880,235
See accompanying report of independent registered public accounting firm.
F-72
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
$
—
(l)
$
949
$
—
$
—
$
—
(c)
(c)
(c)
1995
01/96
(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)
1458
—
—
(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)
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
$
—
$
1,064
$
13,627
$
1,984
$
—
$
—
$
—
$
—
$
—
See accompanying report of independent registered public accounting firm.
F-73
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:
Bombones Sports Bar:
Dallas, TX
$
—
$
1,138
$
1,025
$
370
$
—
$
1,138
$
1,309
$
2,447
$
447
1994
12/01
40
Chipotle:
Hadley, MA
—
45
—
—
—
611
—
611
(e)
(e)
02/08
0
SunTrust:
St. Petersburg, FL
—
207
1,150
—
—
207
1,150
1,357
155
1974
06/13
30
Vacant Land:
Hadley, MA
—
2,824
—
—
—
5
—
5
(e)
(e)
02/08
0
Vacant Property:
Burton, MI
—
620
707
—
—
265
284
549
284
1997
12/01
40
SUBTOTAL
$
—
$
4,834
$
2,882
$
370
$
—
$
2,226
$
2,743
$
4,969
$
886
See accompanying report of independent registered public accounting firm.
F-74
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2017
(dollars in thousands)
(a)
Transactions in real estate and accumulated depreciation during
2017
,
2016
, and
2015
are summarized as follows:
2017
2016
2015
Land, buildings, and leasehold interests:
Balance at the beginning of year
$
6,647,597
$
5,913,547
$
5,236,251
Acquisitions, completed construction and tenant improvements
744,577
833,764
717,899
Disposition of land, buildings, and leasehold interests
(73,089
)
(91,818
)
(36,633
)
Provision for loss on impairment of real estate
(4,953
)
(7,896
)
(3,970
)
Balance at the close of year
$
7,314,132
$
6,647,597
$
5,913,547
Accumulated depreciation and amortization:
Balance at the beginning of year
$
742,467
$
624,607
$
513,175
Disposition of land, buildings, and leasehold interests
(14,035
)
(16,286
)
(7,377
)
Depreciation and amortization expense
152,689
134,146
118,809
Balance at the close of year
$
881,121
$
742,467
$
624,607
As of
December 31, 2017
,
2016
, and
2015
, the detailed real estate schedule excludes work in progress of
$41,920
,
$24,057
and
$61,354
, respectively, which is included in the above reconciliation.
(b)
As of
December 31, 2017
, the leases are treated as either operating or financing leases for federal income tax purposes. As of
December 31, 2017
, the aggregate cost of the properties owned by NNN that are under operating leases were
$7,201,219
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)
As of December 31, 2017, this property has been classified as held for sale. Accumulated depreciation and amortization were recorded prior to this reclassification.
(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)
Property is encumbered as a part of NNN's
$15,151
long-term, fixed rate mortgage and security agreement, net of premium.
(k)
Pursuant to lease agreement, NNN funds the tenant's construction draws. Building improvements are pending final funding which is anticipated to occur within six months. Depreciation is based on store opening and costs to date, and will be adjusted at time of final funding.
(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.
(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 within 12 months from acquisition.
(p)
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.
See accompanying report of independent registered public accounting firm.
F-75
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 2017
(dollars in thousands)
Description
Interest
Rate
Maturity
Date
Periodic
Payment
Terms
Prior
Liens
Face
Amount
of Mortgages
Carrying
Amount of
Mortgages (b)
Principal
Amount
of Loans Subject
to Delinquent
Principal or
Interest
First mortgages on properties:
$
—
$
—
(a)
$
—
(a)
The following shows the changes in the carrying amounts of mortgage loans during the years:
2017
2016
2015
Balance at beginning of year
$
1,250
$
8,661
$
10,930
New mortgage loans
—
—
500
(c)
Deductions during the year:
Collections of principal
(1,250
)
(4,142
)
(2,319
)
Foreclosures
—
(3,269
)
(450
)
Balance at the close of year
$
—
$
1,250
$
8,661
(b)
Mortgages held by NNN and its subsidiaries for federal income tax purposes for the years ended December 31, 2016 and 2015 were
$1,250
and
$8,661
, respectively. There were
no
mortgages outstanding at December 31, 2017.
(c)
Mortgage totaling
$500
was accepted in connection with real estate transactions for the year ended December 31, 2015.
See accompanying report of independent registered public accounting firm.