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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
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NNN REIT
Annual Reports (10-K)
Financial Year 2018
NNN REIT - 10-K annual report 2018
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, 2018
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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,
2018
was $6,839,989,654.
The number of shares of common stock outstanding as of January 31,
2019
was 161,618,400.
.
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 2019 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
15
Item 2.
Properties
15
Item 3.
Legal Proceedings
15
Item 4.
Mine Safety Disclosures
15
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16
Item 6.
Selected Financial Data
19
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
38
Item 8.
Financial Statements and Supplementary Data
39
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
Item 16.
Form 10-K Summary
75
Signatures
76
PART I
Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant” or “NNN” or the “Company” refer to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain subsidiaries as taxable real estate investment trust subsidiaries, (“TRS”).
Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Also, when NNN uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, NNN is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, NNN’s actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results or events to differ materially from those NNN anticipates or projects are described in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K or any document incorporated herein by reference. NNN undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report on Form 10-K.
Item 1.
Business
The Company
NNN, a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. NNN's assets 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
2,969
Properties with an aggregate gross leasable area of approximately
30,487,000
square feet, located in
48
states, with a weighted average remaining lease term of
11.5
years as of
December 31, 2018
. Approximately
98
percent of the Properties were leased as of
December 31, 2018
.
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, 2019
, NNN employed
68
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 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 "NNN/PE" and the depositary shares, each representing 1/100
th
of a share of 5.200% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), are traded on the NYSE under the symbol "NNN/PF."
1
Business Strategies and Policies
The following is a discussion of NNN’s operating strategy and certain of its investment, financing and other policies. These strategies and policies have been set by management and the Board of Directors and, in general, may be amended or revised from time to time by management and the Board of Directors without a vote of NNN’s stockholders.
Operating Strategies
NNN’s strategy is to invest primarily in retail real estate that is typically well located within each local market for its tenants’ retail lines of trade. Management believes that these types of properties, generally leased pursuant to triple-net leases, provide attractive opportunities for stable current returns and the potential for increased returns and capital appreciation. Triple-net leases typically require the tenant to pay property operating expenses such as insurance, utilities, repairs, maintenance, capital expenditures and real estate taxes and assessments. Initial lease terms are generally 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 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
29
consecutive years. NNN is one of only three publicly traded REITs to increase its annual dividend per common share for
29
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, redevelopment, 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,
•
any existing indebtedness encumbering the property which may be assumed in connection with acquiring or refinancing these investments, and
•
the merits relative to other opportunities.
2
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, 2018
, there was
no
outstanding balance and
$900,000,000
was available for future borrowings under the Credit Facility.
As of
December 31, 2018
, 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
25
percent. Certain financial agreements contain covenants that limit NNN’s ability to incur additional debt under certain circumstances.
NNN anticipates it will be able to obtain additional financing for short-term and long-term liquidity requirements as further described in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity." However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to NNN.
The organizational documents of NNN do not limit the absolute amount or percentage of indebtedness that NNN may incur. Additionally, NNN may change its financing strategy at any time.
Strategies and Policy Changes
Any of NNN’s strategies or policies described above may be changed at any time by NNN without notice to or a vote of NNN’s stockholders.
Property Portfolio
As of
December 31, 2018
, NNN owned
2,969
Properties with an aggregate gross leasable area of approximately
30,487,000
square feet, located in
48
states, with a weighted average remaining lease term of
11.5
years. Approximately
98
percent of total Properties were leased as of
December 31, 2018
.
The following table summarizes the Property Portfolio at
December 31, 2018
(in thousands):
Size
(1)
Total Dollars Invested
(2)
High
Low
Average
High
Low
Average
Land
3,733
2
99
$
8,882
$
5
$
817
Building
142
1
10
45,286
19
1,889
(1)
Approximate square feet.
(2)
Costs vary depending upon size, improvements, local market conditions and other factors.
3
As of
December 31, 2018
, NNN has committed to fund construction on
19
Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, as of
December 31, 2018
, are outlined in the table below (dollars in thousands):
Total commitment
(1)
$
34,756
Less amount funded
13,588
Remaining commitment
$
21,168
(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, 2018
, 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 $211,000), 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, 2018
:
% of
Annual
Base
Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
% of
Annual
Base
Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
2019
1.7%
51
648,000
2025
4.4%
129
1,130,000
2020
3.0%
116
1,498,000
2026
5.0%
179
1,697,000
2021
3.8%
121
1,317,000
2027
7.6%
193
2,600,000
2022
5.9%
124
1,636,000
2028
5.0%
162
1,188,000
2023
2.9%
113
1,420,000
Thereafter
57.7%
1,651
15,021,000
2024
3.0%
75
1,284,000
(1)
Based on annualized base rent for all leases in place as of
December 31, 2018
.
(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
2018
2017
2016
1.
Convenience stores
18.0%
18.1%
16.9%
2.
Restaurants - full service
11.4%
12.1%
11.8%
3.
Restaurants - limited service
8.9%
7.6%
7.5%
4.
Automotive service
8.6%
6.9%
6.6%
5.
Family entertainment centers
7.1%
6.4%
5.8%
6.
Health and fitness
5.6%
5.6%
5.7%
7.
Theaters
5.0%
4.8%
4.9%
8.
Automotive parts
3.4%
3.6%
3.9%
9.
Recreational vehicle dealers, parts and accessories
3.4%
3.4%
3.4%
10.
Wholesale clubs
2.3%
2.2%
2.4%
Other
26.3%
29.3%
31.1%
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, 2018
:
State
# of
Properties
% of
Annual
Base Rent
(1)
1.
Texas
472
17.3%
2.
Florida
219
8.7%
3.
Ohio
195
5.7%
4.
Illinois
141
5.2%
5.
North Carolina
148
4.6%
6.
Georgia
143
4.5%
7.
Tennessee
138
3.9%
8.
Indiana
125
3.9%
9.
Virginia
114
3.7%
10.
Alabama
132
3.1%
Other
1,142
39.4%
2,969
100.0%
(1)
Based on annualized base rent for all leases in place as of December 31, 2018.
As of
December 31, 2018
, 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 2023. 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 5, 2019
, NNN has
74
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 5, 2019
, 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 2022 and 2048. 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.
Changes in established interest rate index could have an adverse affect on NNN's results of operations.
The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Funding Rate ("SOFR") replace USD-LIBOR. ARRC has proposed that the market transition to SOFR from USD-LIBOR in 2021. NNN's Credit Facility is indexed to USD-LIBOR. Industry organizations are currently working on the transition plan. NNN is currently monitoring this activity and evaluating the risks involved.
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, 2018
, approximately,
•
54.0% of the Property Portfolio annual base rent is generated from tenants in five retail lines of trade, including convenience stores (18.0%) and full-service and limited-service restaurants (20.3%),
•
21.7% of the Property Portfolio annual base rent is generated from five tenants, 7-Eleven (5.4%), Mister Car Wash (4.4%), Camping World (4.3%), LA Fitness (4.0%) and Flynn Restaurant Group (Taco Bell/Arby's) (3.6%), and
•
41.5% of the Property Portfolio annual base rent is generated from properties located in five states, including Texas (17.3%) and Florida (8.7%).
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.
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
8
NNN when required. Furthermore, NNN may have strict liability to governmental agencies or third parties as a result of the existence of hazardous materials on Properties, whether or not NNN knew about or caused such hazardous materials to exist.
As of
February 5, 2019
, NNN has
74
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 2023. 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 under favorable terms 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 borrower.
As of
December 31, 2018
, 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 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.
9
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, 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.
10
Vacant properties or bankrupt tenants could adversely affect NNN’s business or financial condition.
As of
December 31, 2018
, NNN owned
52
vacant, un-leased Properties, which accounted for approximately
two
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, 2019
, less than one percent of total Properties held in the Property Portfolio was leased to one tenant that filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, this tenant has the right to reject or affirm its 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, 2018
, NNN had outstanding debt, including mortgages payable, of
$12,694,000
, total unsecured notes payable of
$2,838,701,000
and
no
outstanding balance 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, 2018
, NNN had approximately
$2,851,395,000
of outstanding indebtedness, of which approximately
$12,694,000
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
•
market perception of REITs compared to other investment sectors.
12
NNN’s failure to qualify as a REIT for federal income tax purposes could result in significant tax liability.
NNN intends to operate in a manner that will allow NNN to continue to qualify as a REIT. NNN believes it has been organized as, and its past and present operations qualify NNN as a REIT. However, the Internal Revenue Service (“IRS”) could successfully assert that NNN is not qualified as such. In addition, NNN may not remain qualified as a REIT in the future. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”) for which there are only limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within NNN’s control. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for NNN to qualify as a REIT or avoid significant tax liability.
If NNN fails to qualify as a REIT, it would not be allowed a deduction for dividends paid to stockholders in computing taxable income and would become subject to federal income tax at regular corporate rates. In this event, NNN could be subject to potentially significant tax liabilities and penalties. Unless entitled to relief under certain statutory provisions, NNN would also be disqualified from treatment as a REIT for the four taxable years following the year during which the qualification was lost.
Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow.
Even if NNN remains qualified for taxation as a REIT, NNN is subject to certain federal, state and local taxes on its income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes. Any 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 may elect to own some of its assets in a 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 entities 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, 2018
, NNN believes it has qualified as a REIT. Notwithstanding NNN’s qualification for taxation as a REIT, NNN is subject to certain state income, franchise and excise taxes.
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.
NNN uses information technology and other computer resources to carry out important operational activities and to maintain its business records. As part of NNN’s normal business activities, NNN collects and stores certain personal identifying and confidential information relating to its tenants, employees, vendors and suppliers, and maintains operational and financial information related to NNN’s business. NNN has implemented systems and processes intended to address ongoing and evolving cybersecurity risks, secure its information technology, applications and computer systems, and prevent unauthorized access to or loss of sensitive, confidential and personal data. Although NNN and its service providers employ what NNN believes are adequate security, disaster recovery and other preventative and corrective measures, NNN’s security measures, taken as a whole, may not be sufficient for all possible situations and may be vulnerable to, among other things, hacking, employee error, system error, and faulty password management.
NNN’s ability to conduct its business may be impaired if its information technology resources, including its websites or e-mail systems, are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional penetration or disruption of its information technology resources by:
•
a third party,
•
natural disaster,
•
a failure of hardware or software due to a design or programmatic flaw,
•
a failure of hardware or software security controls,
•
telecommunications system failure,
•
service provider error or failure,
•
intentional or unintentional personnel actions, or
•
lost connectivity to NNN’s networked resources.
A significant and extended disruption could damage NNN’s business or reputation and cause:
•
lose of revenues or tenant relations,
•
unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and
•
NNN to incur significant expenses to address and remediate or otherwise resolve these kinds of issues.
The release of confidential information may also lead to litigation or other proceedings against NNN by affected individuals, business partners and/or regulators, and the outcome of such proceedings, which could include losses, penalties, fines, injunctions, expenses and charges recorded against NNN’s earnings and cause NNN reputational harm, could have a material and adverse effect on NNN’s business, financial position or results of operations.
In addition, the costs of maintaining adequate protection against data security threats, based on considerations of their evolution, increasing sophistication, pervasiveness and frequency and/or government-mandated standards or obligations
14
regarding protective efforts, could be material to NNN’s financial position or results of operations in a particular period or over various periods.
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.
15
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, 2013
and ending
December 31, 2018
. The graph assumes an investment of $100 on
December 31, 2013
.
Comparison to Five-Year Cumulative Total Return
16
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, 2008 and ending
December 31, 2018
. The graph assumes an investment of $100 on December 31, 2008.
Comparison to Ten-Year Cumulative Total Return
17
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.
2018
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year
High
$
43.32
$
44.13
$
46.44
$
51.48
$
51.48
Low
36.25
36.95
43.04
42.97
36.25
Close
39.26
43.96
44.82
48.51
48.51
Dividends paid per share
0.475
0.475
0.500
0.500
1.950
2017
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
The following table presents the characterizations for tax purposes of such common stock dividends for the years ended December 31:
2018
2017
Ordinary dividends
$
1.658604
85.0566
%
(1)
$
1.559781
83.8592
%
Capital gain
0.015534
0.7966
%
0.035041
1.8839
%
Unrecaptured Section 1250 Gain
0.042818
2.1958
%
0.012194
0.6556
%
Nontaxable distributions
0.233044
11.9510
%
0.252984
13.6013
%
$
1.950000
100.0000
%
$
1.860000
100.0000
%
(1)
Eligible for the 20% qualified business income deduction under section 199A of the Code that was established by the Tax Cuts and Jobs Act signed into law on December 22, 2017, ("TCJA").
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 2019
, NNN declared dividends payable to its stockholders of
$80,566,000
, or
$0.500
per share, of common stock.
On
January 31, 2019
, there were 1,746 registered holders of record of NNN's common stock.
18
Item 6.
Selected Financial Data
Historical Financial Highlights
(dollars in thousands, except per share data)
2018
2017
2016
2015
2014
Gross revenues
(1)
$
624,471
$
585,255
$
533,817
$
483,025
$
435,278
Earnings from continuing operations
(2)
292,485
265,371
239,506
197,961
191,046
Net earnings
292,485
265,371
239,506
197,961
191,170
Net earnings attributable to NNN
292,447
264,973
239,500
197,836
190,601
Total assets
7,103,438
6,560,534
6,334,151
5,460,044
4,915,551
Total debt
2,851,395
2,580,207
2,311,689
1,975,944
1,729,891
Total stockholders’ equity of NNN
4,154,250
3,840,593
3,916,799
3,342,134
3,082,515
Cash dividends declared to:
Common stockholders
303,164
277,120
257,007
228,699
204,157
Series D preferred stockholders
—
3,598
19,047
19,047
19,047
Series E preferred stockholders
16,387
16,387
16,387
16,387
16,387
Series F preferred stockholders
17,940
17,940
3,189
—
—
Weighted average common shares:
Basic
155,744,601
149,111,188
144,176,224
133,998,674
124,257,558
Diluted
156,295,619
149,432,641
144,660,633
134,489,416
124,710,226
Earnings from continuing operations per share and net earnings per share:
Basic
1.65
1.45
1.39
1.21
1.24
Diluted
1.65
1.45
1.38
1.20
1.24
Cash dividends declared per share to:
Common stockholders
1.95
1.86
1.78
1.71
1.65
Series D preferred depositary stockholders
—
0.312847
1.656250
1.656250
1.656250
Series E preferred depositary stockholders
1.425000
1.425000
1.425000
1.425000
1.425000
Series F preferred depositary stockholders
1.300000
1.300000
0.231111
—
—
Other data:
Cash flows provided by (used in):
Operating activities
$
471,909
$
421,557
$
415,337
$
341,095
$
296,733
Investing activities
(609,371
)
(625,557
)
(779,943
)
(644,544
)
(541,558
)
Financing activities
250,365
(89,176
)
644,886
307,105
253,944
Funds from operations – available to common stockholders
(3)
395,337
359,179
330,544
289,193
260,902
(1)
Gross revenues include the aggregate of
total revenue
and
interest and other income
found on the Consolidated Statements of Income and Comprehensive Income.
(2)
Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current period’s presentation, primarily to change the presentation of
gain on disposition of real estate
on the Consolidated Statements of Income and Comprehensive Income. NNN has included
gain on disposition of real estate
as a component of earnings from operations to present gain and losses on dispositions of properties in accordance with ASC 360-10-45-5. The change was made for the prior periods as the Securities and Exchange Commission (the "Commission") has eliminated Rule 3-15(a) of Regulation S-X as part of Release No. 33-10532; 34-83875; IC-33203, which had required REITs to present gain and losses on disposition of properties outside of continuing operations in the income statement.
(3)
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,
19
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:
2018
2017
2016
2015
2014
Net earnings available to common stockholders
$
258,120
$
217,193
$
200,877
$
162,402
$
155,167
Real estate depreciation and amortization:
Continuing operations
174,076
173,404
148,779
134,380
115,888
Discontinued operations
—
—
—
—
3
Gain on disposition of real estate, net of income tax expense and noncontrolling interests
(65,070
)
(36,258
)
(27,137
)
(10,397
)
(10,904
)
Impairment losses – depreciable real estate, net of recoveries and income tax expense
28,211
4,840
8,025
2,808
748
FFO available to common stockholders
$
395,337
$
359,179
$
330,544
$
289,193
$
260,902
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.”
20
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, ("TRS").
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
2,969
Properties with an aggregate gross leasable area of approximately
30,487,000
square feet, located in
48
states, with a weighted average remaining lease term of
11.5
years as of
December 31, 2018
. Approximately
98
percent of the Properties were leased as of
December 31, 2018
.
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 its 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,
2018
,
2017
and
2016
, the Property Portfolio has remained at least 98 percent leased. As of
December 31, 2018
, 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 other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.
21
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
on the Consolidated Statements of Income and Comprehensive Income. 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, 2018
, Consolidated Financial Statements for a summary and the anticipated impact of each accounting pronouncement on NNN's financial position or results of operations.
22
Results of Operations
Property Analysis
General.
The following table summarizes the Property Portfolio as of December 31:
2018
2017
2016
Properties Owned:
Number
2,969
2,764
2,535
Total gross leasable area (square feet)
30,487,000
29,093,000
27,204,000
Properties:
Leased and unimproved land
2,917
2,740
2,508
Percent of Properties – leased and unimproved land
98
%
99
%
99
%
Weighted average remaining lease term (years)
11.5
11.5
11.6
Total gross leasable area (square feet) – leased
29,439,000
28,703,000
26,700,000
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, 2018
:
% of
Annual
Base Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
% of
Annual
Base Rent
(1)
# of
Properties
Gross
Leasable
Area
(2)
2019
1.7%
51
648,000
2025
4.4%
129
1,130,000
2020
3.0%
116
1,498,000
2026
5.0%
179
1,697,000
2021
3.8%
121
1,317,000
2027
7.6%
193
2,600,000
2022
5.9%
124
1,636,000
2028
5.0%
162
1,188,000
2023
2.9%
113
1,420,000
Thereafter
57.7%
1,651
15,021,000
2024
3.0%
75
1,284,000
(1)
Based on the annualized base rent for all leases in place as of
December 31, 2018
.
(2)
Approximate square feet.
The following table summarizes the diversification of the Property Portfolio based on the top 10 lines of trade:
% of Annual Base Rent
(1)
Top 10 Lines of Trade
2018
2017
2016
1.
Convenience stores
18.0%
18.1%
16.9%
2.
Restaurants - full service
11.4%
12.1%
11.8%
3.
Restaurants - limited service
8.9%
7.6%
7.5%
4.
Automotive service
8.6%
6.9%
6.6%
5.
Family entertainment centers
7.1%
6.4%
5.8%
6.
Health and fitness
5.6%
5.6%
5.7%
7.
Theaters
5.0%
4.8%
4.9%
8.
Automotive parts
3.4%
3.6%
3.9%
9.
Recreational vehicle dealers, parts and accessories
3.4%
3.4%
3.4%
10.
Wholesale clubs
2.3%
2.2%
2.4%
Other
26.3%
29.3%
31.1%
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.
23
The following table summarizes the diversification of the Property Portfolio by state as of
December 31, 2018
:
State
# of Properties
% of Annual Base Rent
(1)
1.
Texas
472
17.3%
2.
Florida
219
8.7%
3.
Ohio
195
5.7%
4.
Illinois
141
5.2%
5.
North Carolina
148
4.6%
6.
Georgia
143
4.5%
7.
Tennessee
138
3.9%
8.
Indiana
125
3.9%
9.
Virginia
114
3.7%
10.
Alabama
132
3.1%
Other
1,142
39.4%
2,969
100.0%
(1)
Based on annualized base rent for all leases in place as of
December 31, 2018
.
Property Acquisitions.
The following table summarizes the Property acquisitions for each of the years ended December 31 (dollars in thousands):
2018
2017
2016
Acquisitions:
Number of Properties
265
276
313
Gross leasable area (square feet)
2,167,000
2,243,000
2,734,000
Initial cash yield
6.8
%
6.9
%
6.9
%
Total dollars invested
(1)
$
715,572
$
754,892
$
846,906
(1)
Includes dollars invested in projects under construction or tenant improvements for each respective year.
NNN typically funds Property acquisitions either through borrowings under NNN's unsecured revolving credit facility (the "Credit Facility") or by issuing its debt or equity securities in the capital markets.
Property Dispositions.
The following table summarizes the Properties sold by NNN for each of the years ended December 31 (dollars in thousands):
2018
2017
2016
Number of properties
61
48
38
Gross leasable area (square feet)
686,000
346,000
490,000
Net sales proceeds
$
147,646
$
96,757
$
103,215
Gain on disposition of real estate
$
65,070
$
36,655
$
27,182
Cap rate
5.1
%
6.0
%
6.8
%
NNN typically uses the proceeds from a Property disposition to either pay down the Credit Facility or reinvest in real estate.
24
Analysis of Revenue
General.
During the year ended
December 31, 2018
, 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):
2018
2017
2016
Percent of Total
2018
Versus
2017
Percent
2017
Versus
2016
Percent
2018
2017
2016
Rental Income
(1)
$
604,615
$
568,083
$
515,954
97.1
%
97.1
%
96.7
%
6.4
%
10.1
%
Real estate expense reimbursement from tenants
16,784
15,512
14,984
2.7
%
2.7
%
2.8
%
8.2
%
3.5
%
Interest and other income from real estate transactions
1,262
1,338
2,709
0.2
%
0.2
%
0.5
%
(5.7
)%
(50.6
)%
Total revenues
$
622,661
$
584,933
$
533,647
100.0
%
100.0
%
100.0
%
6.4
%
9.6
%
(1)
Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Income").
Comparison of Revenues – 2018 versus 2017
Rental Income.
Rental Income increased in amount but remained flat as a percent of the total revenues for the year ended December 31, 2018 as compared to the same period in 2017. The increase for the year ended December 31, 2018 is primarily due to a partial year of Rental Income received as a result of the acquisition of 265 Properties with aggregate gross leasable area of approximately 2,167,000 square feet during 2018 and a full year of Rental Income received as a result of the acquisition of 276 Properties with a gross leasable area of approximately 2,243,000 square feet in 2017.
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 square feet 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.
25
Analysis of Expenses
General.
Operating expenses increased primarily due to an increase in impairment losses recognized on real estate during the year ended December 31, 2018, as compared to the same period in 2017. The following summarizes NNN’s expenses for the year ended December 31 (dollars in thousands):
2018
2017
2016
General and administrative
$
34,248
$
33,805
$
36,508
Real estate
25,099
23,105
20,852
Depreciation and amortization
174,398
173,720
149,101
Impairment – commercial mortgage residual interests valuation
—
—
6,830
Impairment losses – real estate and other charges, net of recoveries
28,211
8,955
11,287
Retirement severance costs
1,013
7,845
—
Total operating expenses
$
262,969
$
247,430
$
224,578
Interest and other income
$
(1,810
)
$
(322
)
$
(170
)
Interest expense
115,847
109,109
96,352
Real estate acquisition costs
—
—
563
Loss on early extinguishment of debt
18,240
—
—
Total other expenses (revenues)
$
132,277
$
108,787
$
96,745
Percentage of Total Expenses
Percentage of
Revenues
2018
Versus
2017
Percent
2017
Versus
2016
Percent
2018
2017
2016
2018
2017
2016
General and administrative
13.0
%
13.7
%
16.3
%
5.5
%
5.8
%
6.9
%
1.3
%
(7.4
)%
Real estate
9.6
%
9.3
%
9.3
%
4.0
%
4.0
%
3.9
%
8.6
%
10.8
%
Depreciation and amortization
66.3
%
70.2
%
66.4
%
28.0
%
29.7
%
27.9
%
0.4
%
16.5
%
Impairment – commercial mortgage residual interests valuation
—
—
3.0
%
—
—
1.3
%
—
(100.0
)%
Impairment losses – real estate and other charges, net of recoveries
10.7
%
3.6
%
5.0
%
4.5
%
1.5
%
2.1
%
215.0
%
(20.7
)%
Retirement severance costs
0.4
%
3.2
%
—
0.2
%
1.3
%
—
(87.1
)%
N/C
(1)
Total operating expenses
100.0
%
100.0
%
100.0
%
42.2
%
42.3
%
42.1
%
6.3
%
10.2
%
Interest and other income
(1.4
)%
(0.3
)%
(0.2
)%
(0.3
)%
(0.1
)%
—
462.1
%
89.4
%
Interest expense
87.6
%
100.3
%
99.6
%
18.6
%
18.7
%
18.1
%
6.2
%
13.2
%
Real estate acquisition costs
—
—
0.6
%
—
—
0.1
%
—
(100.0
)%
Loss on early extinguishment of debt
13.8
%
—
—
2.9
%
—
—
N/C
(1)
—
Total other expenses (revenues)
100.0
%
100.0
%
100.0
%
21.2
%
18.6
%
18.2
%
21.6
%
12.4
%
(1)
Not calculable ("N/C")
Comparison of Expenses – 2018 versus 2017
General and Administrative Expenses.
General and administrative expenses increased in amount but decreased as a percentage of total operating expenses and as a percentage of revenues for the year ended December 31, 2018, as compared to the same period in 2017. The increase in general and administrative expenses for the year ended December 31, 2018, is primarily attributable to an increase in compensation costs.
26
Real Estate.
Real estate expenses increased in amount and as a percentage of total operating expenses and remained flat as a percentage of revenues for the year ended December 31, 2018, as compared to the same period in 2017. NNN focuses on real estate expenses, net of reimbursements from tenants. NNN's net real estate expenses for the years ended December 31, 2018 and 2017 were $8,315,000 and $7,593,000, respectively. The increase is primarily attributable to expenses from certain properties that became vacant during the years ended December 31, 2018 and 2017.
Depreciation and Amortization.
Depreciation and amortization expenses increased in amount but decreased as a percentage of total operating expenses and as a percentage of revenues for the year ended December 31, 2018, as compared to the same period in 2017. The increase in expenses is primarily due to the acquisition of 265 Properties with an aggregate gross leasable area of approximately 2,167,000 square feet in 2018 and 276 Properties with an aggregate gross leasable area of approximately 2,243,000 square feet during 2017.
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, 2018 and 2017, NNN recorded $28,211,000 and $4,953,000, respectively, of real estate impairments. NNN also recorded a $4,000,000 contract dispute settlement charge during the year ended December 31, 2017.
Retirement Severance Costs.
For the years ended December 31, 2018 and 2017, retirement severance costs relate primarily to Craig Macnab's retirement as CEO on April 28, 2017.
Interest Expense.
Interest expense increased in amount, decreased as a percentage of total other expenses (revenues) and remained relatively flat as a percentage of revenues for the year ended December 31, 2018, as compared to the same period in 2017.
The following represents the primary changes in debt that have impacted interest expense:
(i)
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%,
(ii)
the repayment in October 2017 of $250,000,000 principal amount of notes payable with a stated interest rate of 6.875%,
(iii)
the issuance in September 2018 of $400,000,000 principal amount of notes payable with a maturity of October 2028, and stated interest rate of 4.300%,
(iv)
the issuance in September 2018 of $300,000,000 principal amount of notes payable with a maturity of October 2048, and stated interest rate of 4.800%,
(v)
the redemption in October 2018 of $300,000,000 principal amount of notes payable with a maturity of July 2021, and stated interest rate of 5.500%, and
(vi)
the increase of $23,341,000 in the weighted average outstanding balance on the Credit Facility and a higher weighted average interest rate for the year ended December 31, 2018, as compared to the same period in 2017.
Loss on Early Extinguishment of Debt.
In October 2018, NNN redeemed the $300,000,000 5.500% notes payable that were due in July 2021. The notes were redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of $18,240,000, and (ii) all accrued and unpaid interest.
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.
27
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 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.
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.
28
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, 2018
, there was
no
outstanding balance and
$900,000,000
was available for future borrowings under the Credit Facility. NNN anticipates its long-term capital needs will be funded by the Credit Facility, cash provided from operations, the issuance of long-term debt or the issuance of common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to NNN.
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):
2018
2017
2016
Cash and cash equivalents:
Provided by operating activities
$
471,909
$
421,557
$
415,337
Used in investing activities
(609,371
)
(625,557
)
(779,943
)
Provided by (used in) financing activities
250,365
(89,176
)
644,886
Increase (decrease)
112,903
(293,176
)
280,280
Net cash at beginning of year
1,364
294,540
14,260
Net cash at end of year
$
114,267
$
1,364
$
294,540
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, 2018, 2017 and 2016
, is primarily the result of changes in revenues and expenses as discussed in “Results of Operations.” Cash generated from operations is expected to fluctuate in the future.
Changes in cash for investing activities are primarily attributable to acquisitions and dispositions of Properties. NNN typically uses proceeds from its Credit Facility to fund the acquisition of its Properties.
NNN’s financing activities for the year ended December 31,
2018
, included the following significant transactions:
•
$393,502,000 in net proceeds from the issuance in September of the 4.300% notes payable due in October 2028,
•
$292,386,000 in net proceeds from the issuance in September of the 4.800% notes payable due in October 2048,
•
$300,000,000 in redemption of the 5.500% notes payable in October,
•
$18,240,000 payment of the make-whole amount from the early redemption of the 5.500% notes payable in October,
•
$13,264,000
in net proceeds from the issuance of
311,048
shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan (“DRIP”),
•
$328,196,000 in net proceeds from the issuance of 7,378,163 shares of common stock in connection with the at-the-market ("ATM") equity program,
•
$
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
•
$303,164,000
in dividends paid to common stockholders.
29
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,
2018
, there was
no
outstanding balance and
$900,000,000
was available for future borrowings under the Credit Facility.
As of December 31,
2018
, 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
25
percent. Certain financial agreements to which NNN is a party contain covenants that limit NNN’s ability to incur additional debt under certain circumstances. The organizational documents of NNN do not limit the absolute amount or percentage of indebtedness that NNN may incur. Additionally, NNN may change its financing strategy.
Contractual Obligations and Commercial Commitments
. The information in the following table summarizes NNN’s contractual obligations and commercial commitments outstanding as of December 31,
2018
. The table presents principal cash flows by year-end of the expected maturity for debt obligations and commercial commitments outstanding as of December 31,
2018
.
Expected Maturity Date (dollars in thousands)
Total
2019
2020
2021
2022
2023
Thereafter
Long-term debt
(1)
$
2,887,404
$
567
$
596
$
630
$
325,664
$
359,947
$
2,200,000
Long-term debt – interest
(2)
1,104,365
112,394
112,365
112,331
109,724
91,520
566,031
Operating lease
4,991
758
773
788
804
821
1,047
Total contractual cash obligations
$
3,996,760
$
113,719
$
113,734
$
113,749
$
436,192
$
452,288
$
2,767,078
(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.
In addition to the contractual obligations outlined above, NNN has committed to fund construction on
19
Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, at December 31,
2018
, are outlined in the table below (dollars in thousands):
Total commitment
(1)
$
34,756
Less amount funded
13,588
Remaining commitment
$
21,168
(1)
Includes land, construction costs, tenant improvements, lease costs and capitalized interest
As of December 31,
2018
, 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.
30
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,
2018
, NNN owned
52
vacant, un-leased Properties which accounted for approximately
two
percent of total Properties held in the Property Portfolio. Additionally, as of
January 31, 2019
, less than one percent of total Properties held in the Property Portfolio was leased to one tenant that filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, this tenant has the right to reject or affirm its leases with NNN.
NNN generally monitors the financial performance of its significant tenants on an ongoing basis.
Dividends.
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 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 is to distribute a substantial portion of its funds available from operations to its stockholders in the form of dividends, while retaining sufficient cash for reserves and working capital purposes and maintaining its status as a REIT.
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):
2018
2017
2016
Dividends
$
303,164
$
277,120
$
257,007
Per share
1.950
1.860
1.780
The following presents the characterizations for tax purposes of such common stock dividends for the years ended December 31:
2018
2017
2016
Ordinary dividends
$
1.658604
85.0566
%
(1)
$
1.559781
83.8592
%
$
1.513705
85.0396
%
Capital gain
0.015534
0.7966
%
0.035041
1.8839
%
—
—
Unrecaptured Section 1250 Gain
0.042818
2.1958
%
0.012194
0.6556
%
—
—
Nontaxable distributions
0.233044
11.9510
%
0.252984
13.6013
%
0.266295
14.9604
%
$
1.950000
100.0000
%
$
1.860000
100.0000
%
$
1.780000
100.0000
%
(1)
Eligible for the 20% qualified business income deduction under section 199A of the Code that was established by the Tax Cuts and Jobs Act signed into law on December 22, 2017, ("TCJA").
On
January 15, 2019
, NNN declared a dividend of
$0.500
per share, payable
February 15, 2019
, to its common stockholders of record as of
January 31, 2019
.
31
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):
2018
2017
2016
Series D Preferred Stock
(1)
:
Dividends
$
—
$
3,598
$
19,047
Per share
—
0.312847
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
17,940
3,189
Per share
1.300000
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. As of May 2018, the Series E Preferred Stock is redeemable by NNN.
(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.
32
The following presents the characterizations for tax purposes of such preferred stock dividends for the years ended December 31:
Ordinary Dividends
Capital Gain
Unrecaptured Section 1250 Gain
Totals
2018
Percentage of Total
96.6015
%
(3)
0.9047
%
2.4938
%
100.0000
%
Series E
$
1.376571
$
0.012892
$
0.035537
$
1.425000
Series F
(2)
$
1.255820
$
0.011761
$
0.032419
$
1.300000
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
(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.
(3)
Eligible for the 20% qualified business income deduction under section 199A of the Code as established by the
TCJA.
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):
2018
Percentage
of Total
2017
Percentage
of Total
Line of credit payable
$
—
—
$
120,500
4.7
%
Mortgages payable
12,694
0.4
%
13,300
0.5
%
Notes payable
2,838,701
99.6
%
2,446,407
94.8
%
Total outstanding debt
$
2,851,395
100.0
%
$
2,580,207
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.
33
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
$121,587,000
and a weighted average interest rate of
2.8%
for the year ended
December 31, 2018
. The Credit Facility matures
January 2022
, unless the Company exercises its option to extend maturity to
January 2023
. As of
December 31, 2018
, 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, 2018
, there was
no
outstanding balance and
$900,000,000
was available for future borrowings under the Credit Facility.
In accordance with the terms of the Credit Facility, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage, and (iv) investment limitations. At
December 31, 2018
, 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, 2018 and 2017, NNN had mortgages payable, including unamortized premium and net of unamortized debt costs, of $12,694,000 and $13,300,000 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
$20,430,000
at December 31, 2018.
Notes Payable.
Each of NNN’s outstanding series of unsecured 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
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
2028
(9)
September 2018
400,000
2,848
397,152
4.300%
4.388%
October 2028
2048
September 2018
300,000
4,239
295,761
4.800%
4.890%
October 2048
(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. Proceeds from the issuance of the 2028 Notes and the 2048 Notes were also used to redeem all of the $300,000 5.500% notes payable that were due 2021.
(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
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.
34
(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.
(9)
NNN entered into
two
forward starting swaps with an aggregate notional amount of
$250,000
. Upon issuance of the 2028 Notes, NNN terminated the forward starting swaps resulting in a gain of
$4,080
, which was deferred in other comprehensive income. The gain 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 all 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
$26,932,000
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 October 2018, NNN redeemed the
$300,000,000
5.500%
notes payable that were due in July 2021. The notes were redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of
$18,240,000
, and (ii) all accrued and unpaid interest.
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, 2018
, 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 2018, 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.
35
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 May 2018, the Series E Preferred Stock Shares are redeemable by NNN. As of
February 12, 2019
, the Series F Preferred Stock Shares were not redeemable.
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 2018
, 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
10,000,000
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):
2018
2017
2016
Shares of common stock
311,048
229,696
187,626
Net proceeds
$
13,264
$
9,391
$
8,340
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:
2018 ATM
2016 ATM
2015 ATM
Established date
February 2018
March 2016
February 2015
Termination date
February 2021
February 2018
March 2016
Total allowable shares
12,000,000
12,000,000
10,000,000
Total shares issued as of December 31, 2018
7,378,163
10,044,656
9,852,465
The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands, except per share data):
Year Ended December 31,
2018
2017
2016
Shares of common stock
7,378,163
5,821,366
5,716,222
Average price per share (net)
$
44.48
$
41.88
$
46.48
Net proceeds
$
328,196
$
243,822
$
265,696
Stock issuance costs
(1)
$
3,821
$
3,782
$
4,266
(1)
Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and
accounting fees.
36
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 year ended December 31, 2016, NNN recorded an other than temporary valuation impairment of
$6,830,000
, 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, 2018 and 2017, the remaining
two
Residuals are recorded at a fair value of $36,000 and included in
other assets
on the Consolidated Balance Sheets. There were
no
other than temporary valuation impairments recorded during the years ended December 31, 2018 and 2017.
37
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, 2018
, 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, 2018
and
2017
. The table presents principal payments and related interest rates by year for debt obligations outstanding as of
December 31, 2018
. NNN has a variable interest rate risk on its Credit Facility which had no outstanding balance as of
December 31, 2018
and $120,500,000 as of December 31, 2017. The weighted average rate for the Credit Facility for the year ended
December 31, 2018
was 2.8%. The table incorporates only those debt obligations that existed as of
December 31, 2018
, 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 approximately one percent for the year ended
December 31, 2018
.
Debt Obligations (dollars in thousands)
Fixed Rate Debt
Mortgages
(1)
Unsecured Debt
(2)
Debt
Obligation
Weighted
Average
Interest Rate
Debt
Obligation
Effective
Interest
Rate
2019
$
652
5.23%
$
—
—
2020
682
5.23%
—
—
2021
716
5.23%
—
—
2022
750
5.23%
322,903
3.99%
2023
9,968
5.23%
348,780
3.39%
Thereafter
—
—
2,187,246
4.06%
(3)
Total
$
12,768
5.23%
$
2,858,929
3.97%
Fair Value:
December 31, 2018
$
12,768
$
2,813,583
December 31, 2017
$
13,392
$
2,507,106
(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 2023.
38
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.
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, 2018, 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, 2018, 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, 2018 and 2017, 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, 2018, and the related notes and financial statement schedule listed in the Index at Item15(a) and our report dated February 12, 2019 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
Orlando, Florida
February 12, 2019
39
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of National Retail Properties, Inc.
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, 2018 and 2017, 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, 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, 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, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 12, 2019 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
We have served as the Company’s auditor since 2006.
Orlando, Florida
February 12, 2019
40
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
ASSETS
December 31, 2018
December 31, 2017
Real estate portfolio:
Accounted for using the operating method, net of accumulated depreciation and amortization
$
6,853,757
$
6,403,638
Accounted for using the direct financing method
8,069
9,650
Real estate held for sale
13,606
29,373
Cash and cash equivalents
114,267
1,364
Receivables, net of allowance of $2,273 and $1,119, respectively
3,797
4,317
Accrued rental income, net of allowance of $1,842 and $1,936, respectively
25,387
25,916
Debt costs, net of accumulated amortization of $14,118 and $12,667, respectively
4,081
5,380
Other assets
80,474
80,896
Total assets
$
7,103,438
$
6,560,534
LIABILITIES AND EQUITY
Liabilities:
Line of credit payable
$
—
$
120,500
Mortgages payable, including unamortized premium and net of unamortized debt costs
12,694
13,300
Notes payable, net of unamortized discount and unamortized debt costs
2,838,701
2,446,407
Accrued interest payable
19,519
20,311
Other liabilities
77,919
119,106
Total liabilities
2,948,833
2,719,624
Commitments and contingencies (Note 18)
Equity:
Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares
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; 161,503,585 and 153,577,028 shares issued and outstanding, respectively
1,616
1,537
Capital in excess of par value
3,950,055
3,599,475
Accumulated deficit
(424,225
)
(379,181
)
Accumulated other comprehensive income (loss)
(5,696
)
(13,738
)
Total stockholders’ equity of NNN
4,154,250
3,840,593
Noncontrolling interests
355
317
Total equity
4,154,605
3,840,910
Total liabilities and equity
$
7,103,438
$
6,560,534
See accompanying notes to consolidated financial statements.
41
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
Year Ended December 31,
2018
2017
2016
Revenues:
Rental income from operating leases
$
602,131
$
565,405
$
512,883
Earned income from direct financing leases
923
978
1,336
Percentage rent
1,561
1,700
1,735
Real estate expense reimbursement from tenants
16,784
15,512
14,984
Interest and other income from real estate transactions
1,262
1,338
2,709
622,661
584,933
533,647
Operating expenses:
General and administrative
34,248
33,805
36,508
Real estate
25,099
23,105
20,852
Depreciation and amortization
174,398
173,720
149,101
Impairment – commercial mortgage residual interests valuation
—
—
6,830
Impairment losses – real estate and other charges, net of recoveries
28,211
8,955
11,287
Retirement severance costs
1,013
7,845
—
262,969
247,430
224,578
Gain on disposition of real estate
65,070
36,655
27,182
Earnings from operations
424,762
374,158
336,251
Other expenses (revenues):
Interest and other income
(1,810
)
(322
)
(170
)
Interest expense
115,847
109,109
96,352
Real estate acquisition costs
—
—
563
Loss on early extinguishment of debt
18,240
—
—
132,277
108,787
96,745
Net earnings
292,485
265,371
239,506
Earnings attributable to noncontrolling interests
(38
)
(398
)
(6
)
Net earnings attributable to NNN
$
292,447
$
264,973
$
239,500
See accompanying notes to consolidated financial statements.
42
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,
2018
2017
2016
Net earnings attributable to NNN
$
292,447
$
264,973
$
239,500
Series D preferred stock dividends
—
(3,598
)
(19,047
)
Series E preferred stock dividends
(16,387
)
(16,387
)
(16,387
)
Series F preferred stock dividends
(17,940
)
(17,940
)
(3,189
)
Excess of redemption value over carrying value of Series D preferred shares redeemed
—
(9,855
)
—
Net earnings available to common stockholders
$
258,120
$
217,193
$
200,877
Net earnings per share of common stock:
Basic
$
1.65
$
1.45
$
1.39
Diluted
$
1.65
$
1.45
$
1.38
Weighted average number of common shares outstanding:
Basic
155,744,601
149,111,188
144,176,224
Diluted
156,295,619
149,432,641
144,660,633
Other comprehensive income:
Net earnings attributable to NNN
$
292,447
$
264,973
$
239,500
Amortization of interest rate hedges
3,664
1,932
2,802
Fair value of forward starting swaps
4,080
(7,688
)
13,345
Net loss – commercial mortgage residual interests
—
—
(4,454
)
Net gain – available-for-sale securities
298
209
468
Comprehensive income attributable to NNN
$
300,489
$
259,426
$
251,661
See accompanying notes to consolidated financial statements.
43
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2018, 2017 and 2016
(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
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.
44
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Years Ended December 31, 2018, 2017 and 2016
(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
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.
45
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Years Ended December 31, 2018, 2017 and 2016
(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, 2017
$
—
$
287,500
$
345,000
$
1,537
$
3,599,475
$
(379,181
)
$
(13,738
)
$
3,840,593
$
317
$
3,840,910
Net earnings
—
—
—
—
—
292,447
—
292,447
38
292,485
Dividends declared and paid:
$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
)
$1.95 per share of common stock
—
—
—
3
12,960
(303,164
)
—
(290,201
)
—
(290,201
)
Issuance of common stock:
40,731 shares – director compensation
—
—
—
—
1,375
—
—
1,375
—
1,375
10,101 shares – stock purchase plan
—
—
—
—
426
—
—
426
—
426
7,378,163 shares – ATM equity program
—
—
—
74
331,944
—
—
332,018
—
332,018
Issuance of 221,484 shares of restricted common stock
—
—
—
2
(91
)
—
—
(89
)
—
(89
)
Stock issuance costs
—
—
—
—
(3,947
)
—
—
(3,947
)
—
(3,947
)
Amortization of deferred compensation
—
—
—
—
7,913
—
—
7,913
—
7,913
Amortization of interest rate hedges
—
—
—
—
—
—
3,664
3,664
—
3,664
Fair value of forward starting swaps
—
—
—
—
—
—
4,080
4,080
—
4,080
Valuation adjustments – available-for-sale securities
—
—
—
—
—
—
298
298
—
298
Balances at December 31, 2018
$
—
$
287,500
$
345,000
$
1,616
$
3,950,055
$
(424,225
)
$
(5,696
)
$
4,154,250
$
355
$
4,154,605
See accompanying notes to consolidated financial statements.
46
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Year Ended December 31,
2018
2017
2016
Cash flows from operating activities:
Net earnings
$
292,485
$
265,371
$
239,506
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
174,398
173,720
149,101
Impairment losses – real estate and other charges, net of recoveries
28,211
4,953
11,294
Impairment – commercial mortgage residual interests valuation
—
—
6,830
Loss on early extinguishment of debt
18,240
—
—
Amortization of notes payable discount
3,263
1,788
1,394
Amortization of debt costs
4,611
3,502
3,086
Amortization of mortgages payable premium
(85
)
(85
)
(147
)
Amortization of interest rate hedges
3,664
1,932
2,802
Settlement of forward starting swaps
4,080
(7,688
)
13,345
Gain on disposition of real estate
(65,070
)
(36,655
)
(27,182
)
Performance incentive plan expense
10,417
14,223
11,401
Performance incentive plan payment
(432
)
(862
)
(581
)
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
874
884
1,364
Increase in receivables
(203
)
(175
)
(74
)
Increase in accrued rental income
(747
)
(1,752
)
(252
)
Decrease in other assets
793
1,960
1,663
Increase (decrease) in accrued interest payable
(792
)
646
(448
)
Increase (decrease) in other liabilities
(1,516
)
(90
)
2,636
Other
(282
)
(115
)
(401
)
Net cash provided by operating activities
471,909
421,557
415,337
Cash flows from investing activities:
Proceeds from the disposition of real estate
148,476
97,245
104,117
Additions to real estate:
Accounted for using the operating method
(756,971
)
(721,893
)
(885,966
)
Principal payments on mortgages and notes receivable
—
1,250
4,141
Other
(876
)
(2,159
)
(2,235
)
Net cash used in investing activities
(609,371
)
(625,557
)
(779,943
)
See accompanying notes to consolidated financial statements.
47
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(dollars in thousands)
Year Ended December 31,
2018
2017
2016
Cash flows from financing activities:
Proceeds from line of credit payable
$
1,599,500
$
1,501,700
$
1,330,200
Repayment of line of credit payable
(1,720,000
)
(1,381,200
)
(1,330,200
)
Repayment of mortgages payable
(538
)
(510
)
(9,962
)
Proceeds from notes payable
692,913
398,372
346,140
Repayment of notes payable
(300,000
)
(250,000
)
—
Payment for early extinguishment of debt
(18,240
)
—
—
Payment of debt issuance costs
(7,156
)
(7,837
)
(3,362
)
Proceeds from issuance of common stock
345,324
256,764
278,040
Proceeds from issuance of Series F preferred stock
—
—
345,000
Stock issuance costs
(3,947
)
(3,836
)
(15,204
)
Redemption of Series D preferred stock
—
(287,500
)
—
Payment of Series D preferred stock dividends
—
(3,598
)
(19,047
)
Payment of Series E preferred stock dividends
(16,387
)
(16,387
)
(16,387
)
Payment of Series F preferred stock dividends
(17,940
)
(17,940
)
(3,189
)
Payment of common stock dividends
(303,164
)
(277,120
)
(257,007
)
Noncontrolling interest distributions
—
(84
)
(136
)
Net cash provided by (used in) financing activities
250,365
(89,176
)
644,886
Net increase (decrease) in cash, cash equivalents and restricted cash
112,903
(293,176
)
280,280
Cash, cash equivalents and restricted cash at beginning of year
(1)
1,364
294,540
14,260
Cash, cash equivalents and restricted cash at end of year
(1)
$
114,267
$
1,364
$
294,540
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized
$
107,861
$
103,761
$
91,403
Taxes received
$
—
$
(15
)
$
(155
)
Supplemental disclosure of noncash investing and financing activities:
Increase (decrease) in other comprehensive income
$
(8,042
)
$
5,547
$
(12,161
)
Change in lease classification (direct financing lease to operating lease)
$
565
$
696
$
1,924
Change in lease classification (operating lease to direct financing lease)
$
258
$
—
$
—
(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, 2018, 2017 and 2016.
See accompanying notes to consolidated financial statements.
48
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended
December 31, 2018
,
2017
and
2016
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 may elected to treat certain subsidiaries as taxable REIT subsidiaries, ("TRS").
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, 2018
Property Portfolio:
Total properties
2,969
Gross leasable area (square feet)
30,487,000
States
48
Weighted average remaining lease term (years)
11.5
NNN's operations are reported within
one
operating segment in the consolidated 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, 2018
,
2017
and
2016
, NNN recorded
$2,675,000
,
$2,435,000
and
$1,738,000
, 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
on the Consolidated Statements of Income and Comprehensive Income.
The fair value estimate is sensitive to significant assumptions, such as establishing a range of relevant market assumptions for land, building and rent and where the acquired property falls within that range. These market assumptions for land, building and rent use the most relevant comparable properties for an acquisition. The final range relies upon ranking comparable properties' attributes from most similar to least similar.
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.
49
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):
2018
2017
Intangible lease assets (included in
other assets
):
Above-market in-place leases
$
15,175
$
16,583
Less: accumulated amortization
(9,239
)
(9,299
)
Above-market in-place leases, net
$
5,936
$
7,284
In-place leases
$
104,871
$
104,592
Less: accumulated amortization
(60,797
)
(61,004
)
In-place leases, net
$
44,074
$
43,588
Intangible lease liabilities (included in
other liabilities
):
Below-market in-place leases
$
41,554
$
44,468
Less: accumulated amortization
(25,258
)
(26,055
)
Below-market in-place leases, net
$
16,296
$
18,413
The amounts amortized as a net increase to rental income for capitalized above-market and below-market leases for the years ended
December 31, 2018
,
2017
, and
2016
were $
2,622,000
,
$3,355,000
, and
$2,842,000
, respectively. The value of in-place leases amortized to expense for the years ended
December 31, 2018
,
2017
, and
2016
was
$9,209,000
,
$18,841,000
, and
$13,403,000
, respectively.
50
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, 2018
(dollars in thousands):
Net Increase to Rental Income
Increase To Amortization Expense
2019
$
730
$
6,716
2020
676
6,000
2021
562
5,285
2022
440
4,817
2023
358
4,309
Thereafter
7,594
16,947
Weighted average amortization period (years)
18.7
9.8
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.
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
51
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 of 1986, as amended (the "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, 2018
and
2017
, are included in
mortgages payable
on the Consolidated Balance Sheets net of accumulated amortization of $
73,000
and $
55,000
, 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 $
26,932,000
and $
22,682,000
at
December 31, 2018
and
2017
, respectively, are included in
notes payable
on the Consolidated Balance Sheets net of accumulated amortization of $
6,705,000
and $
6,337,000
, 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). NNN adopted ASU 2014-09 on January 1, 2018, and applied the cumulative catch-up transition method. Through the evaluation and implementation process, NNN determined the key revenue stream impacted by ASU 2014-09 is
gain on disposition of real estate
reported on the Condensed Consolidated Statements of Income and Comprehensive Income. Prior to the adoption of ASU 2014-09, NNN recognized revenue at the time of closing (i.e., transfer of asset). Following the adoption of ASU 2014-09, NNN evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue recognition, as well as, transaction price allocation. The adoption of ASU 2014-09 did not have a material impact on NNN's financial position and results of operations.
52
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):
2018
2017
2016
Basic and Diluted Earnings:
Net earnings attributable to NNN
$
292,447
$
264,973
$
239,500
Less: Series D preferred stock dividends
—
(3,598
)
(19,047
)
Less: Series E preferred stock dividends
(16,387
)
(16,387
)
(16,387
)
Less: Series F preferred stock dividends
(17,940
)
(17,940
)
(3,189
)
Less: Excess of redemption value over carrying value of Series D preferred shares redeemed
—
(9,855
)
—
Net earnings available to common stockholders
258,120
217,193
200,877
Less: Earnings attributable to unvested restricted shares
(548
)
(531
)
(695
)
Net earnings used in basic and diluted earnings per share
$
257,572
$
216,662
$
200,182
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding
156,490,901
149,840,116
145,014,422
Less: Unvested restricted shares
(280,633
)
(285,585
)
(390,522
)
Less: Unvested contingent restricted shares
(465,667
)
(443,343
)
(447,676
)
Weighted average number of shares outstanding used in basic earnings per share
155,744,601
149,111,188
144,176,224
Effects of dilutive securities:
Other
551,018
321,453
484,409
Weighted average number of shares outstanding used in diluted earnings per share
156,295,619
149,432,641
144,660,633
Income Taxes
– NNN has made an election to be taxed as a REIT under Sections 856 through 860 of 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, 2018
, NNN believes it has qualified as a REIT. Notwithstanding NNN’s qualification for taxation as a REIT, NNN is subject to certain state income, franchise and excise taxes.
NNN may elect to treat certain subsidiaries as taxable REIT subsidiaries 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.
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.
53
Fair Value Measurement
– NNN’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
•
Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
•
Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•
Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.
Accumulated Other Comprehensive Income (Loss)
– The following table outlines the changes in accumulated other comprehensive income (loss) (dollars in thousands):
Gain or Loss on Cash Flow Hedges
(1)
Gains and Losses on Available-for-Sale Securities
Total
Beginning 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
)
Other comprehensive income (loss)
4,080
298
4,378
Reclassifications from accumulated other comprehensive income to net earnings
3,664
(2)
—
3,664
Net current period other comprehensive income (loss)
7,744
298
8,042
Ending balance, December 31, 2018
$
(6,911
)
$
1,215
$
(5,696
)
(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.
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 today’s real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. Effective January 1, 2019, NNN will adopt the lease guidance using the modified retrospective approach in which the cumulative effect of applying the new standard will be recognized at the date of initial application with an adjustment to NNN’s opening balance of accumulated earnings. NNN plans to elect the package of practical expedients, the land easement practical expedient and the lease and non-lease component practical expedient. NNN is currently evaluating the potential impact the adoption of ASU 2016-02 will have on its financial position or results of operations.
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The FASB issued final guidance that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The adoption of ASU 2018-13 will not have a significant impact on NNN's financial position or results of operations.
54
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 are required to prepare the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Significant accounting policies include management’s estimates of the useful lives used in calculating depreciation expense relating to real estate assets purchase accounting for acquisition of real estate subject to a lease, and the recoverability of the carrying value of long-lived assets. 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 2018 presentation.
Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current period’s presentation, primarily to change the presentation of
gain on disposition of real estate
on the Consolidated Statements of Income and Comprehensive Income. NNN has included
gain on disposition of real estate
as a component of earnings from operations to present gain and losses on dispositions of properties in accordance with ASC 360-10-45-5. The change was made for the prior periods as the Securities and Exchange Commission (the "Commission") has eliminated Rule 3-15(a) of Regulation S-X as part of Release No. 33-10532; 34-83875; IC-33203, which had required REITs to present gain and losses on disposition of properties outside of continuing operations in the income statement.
Note 2 – Real Estate:
Real Estate – Portfolio
Leases
– The following outlines key information for NNN’s leases at
December 31, 2018
:
Lease classification:
Operating
2,970
Direct financing
8
Building portion – direct financing / land portion – operating
1
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):
2018
2017
Land and improvements
(1)
$
2,374,005
$
2,282,919
Buildings and improvements
5,477,479
4,948,057
Leasehold interests
3,630
5,261
7,855,114
7,236,237
Less accumulated depreciation and amortization
(1,009,374
)
(874,519
)
6,845,740
6,361,718
Work in progress - improvements
8,017
41,920
$
6,853,757
$
6,403,638
(1)
Includes
$5,571
and
$25,799
in land for Properties under construction at December 31, 2018 and 2017,
respectively.
55
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
,
2018
,
2017
and
2016
, NNN recognized
$309,000
,
$1,411,000
and
($12,000)
, respectively, of such income, net of reserves. At
December 31
,
2018
and
2017
, the balance of accrued rental income was
$25,387,000
and
$25,916,000
, respectively, net of allowance of
$1,842,000
and
$1,936,000
, respectively.
The following is a schedule of future minimum lease payments to be received on noncancellable operating leases at
December 31, 2018
(dollars in thousands):
2019
$
613,402
2020
599,805
2021
579,904
2022
550,022
2023
522,386
Thereafter
4,243,077
$
7,108,596
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):
2018
2017
Minimum lease payments to be received
$
10,899
$
9,339
Estimated unguaranteed residual values
4,395
4,967
Less unearned income
(7,225
)
(4,656
)
Net investment in direct financing leases
$
8,069
$
9,650
The following is a schedule of future minimum lease payments to be received on direct financing leases held for investment at
December 31, 2018
(dollars in thousands):
2019
$
1,464
2020
1,013
2021
889
2022
895
2023
895
Thereafter
5,743
$
10,899
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).
56
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, 2018
, NNN had
three
of its Properties categorized as held for sale. NNN's real estate held for sale at
December 31, 2017
, included
five
properties,
two
of which were sold in
2018
. Real estate held for sale consisted of the following as of December 31 (dollars in thousands):
2018
2017
Land and improvements
$
8,606
$
9,411
Building and improvements
26,147
27,342
34,753
36,753
Less accumulated depreciation and amortization
(6,897
)
(6,602
)
Less impairment
(14,250
)
(778
)
$
13,606
$
29,373
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):
2018
2017
2016
# of Sold
Properties
Gain
# of Sold
Properties
Gain
# of Sold
Properties
Gain
Gain on disposition of real estate
61
$
65,070
48
$
36,655
38
$
27,182
Real Estate – Commitments
NNN has committed to fund construction on
19
Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, as of
December 31, 2018
, are outlined in the table below (dollars in thousands):
Total commitment
(1)
$
34,756
Less amount funded
13,588
Remaining commitment
$
21,168
(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
$28,211,000
,
$4,953,000
and
$8,025,000
for the year ended
December 31
,
2018
,
2017
and
2016
, respectively.
The valuation of impaired assets is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.
57
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 year ended December 31, 2016, NNN recorded an other than temporary valuation impairment of
$6,830,000
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, 2018 and 2017, the remaining
two
Residuals are recorded at a fair value of
$36,000
and included in
other assets
on the Consolidated Balance Sheets. There were
no
other than temporary valuation impairments recorded during the years ended
December 31, 2018
and 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
$121,587,000
and a weighted average interest rate of
2.8%
for the year ended
December 31, 2018
. The Credit Facility matures
January 2022
, unless the Company exercises its option to extend maturity to
January 2023
. As of
December 31, 2018
, 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, 2018
, there was
no
outstanding balance and
$900,000,000
was available for future borrowings under the Credit Facility.
In accordance with the terms of the Credit Facility, NNN is required to meet certain restrictive financial covenants which, among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage, and (iv) investment and dividend limitations. At
December 31, 2018
, 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
Initial
Balance
Interest
Rate
Maturity
(2)
Carrying
Value of
Encumbered
Asset(s)
(3)
Outstanding Principal
Balance at December 31,
2018
2017
November 2014
(1)
15,151
5.23%
July 2023
$
20,430
$
12,768
$
13,392
Debt costs
(147
)
(147
)
Accumulated amortization
73
55
Debt costs, net of accumulated amortization
(74
)
(92
)
Mortgages payable, including unamortized premium and net of unamortized debt costs
$
12,694
$
13,300
(1)
Date entered represents the date that NNN acquired real estate subject to a mortgage securing a loan. Initial balance and outstanding principal balance includes unamortized premium.
(2)
Monthly payments include interest and principal; the balance is due at maturity.
(3)
The loan is secured by a first mortgage lien on
five
of the Properties. The carrying values of the assets at
December 31, 2018
.
58
The following is a schedule of the scheduled principal payments, including premium amortization of NNN’s mortgages payable at
December 31, 2018
(dollars in thousands):
2019
$
652
2020
682
2021
716
2022
750
2023
9,968
$
12,768
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
2022
August 2012
$
325,000
$
4,989
$
320,011
3.800%
3.985%
October 2022
2023
(3)
April 2013
350,000
2,594
347,406
3.300%
3.388%
April 2023
2024
(4)
May 2014
350,000
707
349,293
3.900%
3.924%
June 2024
2025
(5)
October 2015
400,000
964
399,036
4.000%
4.029%
November 2025
2026
(6)
December 2016
350,000
3,860
346,140
3.600%
3.733%
December 2026
2027
(7)
September 2017
400,000
1,628
398,372
3.500%
3.548%
October 2027
2028
(8)
September 2018
400,000
2,848
397,152
4.300%
4.388%
October 2028
2048
September 2018
300,000
4,239
295,761
4.800%
4.890%
October 2048
(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
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.
(4)
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.
(5)
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.
(6)
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.
(7)
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.
(8)
NNN entered into
two
forward starting swaps with an aggregate notional amount of
$250,000
. Upon issuance of the 2028 Notes, NNN terminated the forward starting swaps resulting in a gain of
$4,080
, which was deferred in other comprehensive income. The gain 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 all accrued and unpaid interest thereon through the redemption date and (ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.
In connection with the outstanding debt offerings, NNN incurred debt issuance costs totaling
$26,932,000
consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses.
59
Debt issuance costs for all note issuances have been deferred and presented as a reduction to notes payable 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 October 2018, NNN redeemed the
$300,000,000
5.500%
notes payable that were due in July 2021. The notes were redeemed at a price equal to
100%
of the principal amount, plus (i) a make-whole amount of
$18,240,000
, and (ii) all accrued and unpaid interest.
NNN’s long-term debt maturities for the next five years include the 2022 Notes and 2023 Notes for an aggregate principal balance of
$675,000,000
.
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, 2018
, 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 May 2018, the Series E Preferred Stock Shares are redeemable by NNN. As of
February 12, 2019
, the Series F Preferred Stock Shares were not redeemable.
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.
Note 8 – Common Stock
:
In
February 2018
, NNN filed a shelf registration statement with the Commission which permits the issuance by NNN of an indeterminate amount of debt and equity securities.
60
Dividend Reinvestment and Stock Purchase Plan.
In
February 2018
, 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
10,000,000
shares of common stock. The following outlines the common stock issuances pursuant to the DRIP for the year ended December 31 (dollars in thousands):
2018
2017
2016
Shares of common stock
311,048
229,696
187,626
Net proceeds
$
13,264
$
9,391
$
8,340
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:
2018 ATM
2016 ATM
2015 ATM
Established date
February 2018
March 2016
February 2015
Termination date
February 2021
February 2018
March 2016
Total allowable shares
12,000,000
12,000,000
10,000,000
Total shares issued as of December 31, 2018
7,378,163
10,044,656
9,852,465
The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands, except per share data):
Year Ended December 31,
2018
2017
2016
Shares of common stock
7,378,163
5,821,366
5,716,222
Average price per share (net)
$
44.48
$
41.88
$
46.48
Net proceeds
$
328,196
$
243,822
$
265,696
Stock issuance costs
(1)
$
3,821
$
3,782
$
4,266
(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, 2018
,
2017
and
2016
totaled
$516,000
,
$514,000
and
$491,000
, 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):
2018
2017
2016
Dividends
$
303,164
$
277,120
$
257,007
Per share
1.950
1.860
1.780
On
January 15, 2019
, NNN declared a dividend of
$0.500
per share, payable
February 15, 2019
, to its common stockholders of record as of
January 31, 2019
.
61
The following presents the characterization for tax purposes of common stock dividends per share paid to stockholders for the years ended
December 31
:
2018
2017
2016
Ordinary dividends
$
1.658604
(1)
$
1.559781
$
1.513705
Capital gain
0.015534
0.035041
—
Unrecaptured Section 1250 Gain
0.042818
0.012194
—
Nontaxable distributions
0.233044
0.252984
0.266295
$
1.950000
$
1.860000
$
1.780000
(1)
Eligible for the 20% qualified business income deduction under section 199A of the Code that was established by the Tax Cuts and Jobs Act signed into law on December 22, 2017 ("TCJA").
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 (dollars in thousands, except per share data):
Series F
(1)
Series E
(2)
Series D
(3)
2018
2017
2016
2018
2017
2016
2017
2016
Ordinary dividends
$
1.255820
(4)
$
1.261789
$
0.231111
$
1.376571
(4)
$
1.383115
$
1.425000
$
0.303652
$
1.656250
Capital gain
0.011761
0.028345
—
0.012892
0.031071
—
0.006821
—
Unrecaptured Section 1250 Gain
0.032419
0.009866
—
0.035537
0.010814
—
0.002374
—
Dividend paid per share
$
1.300000
$
1.300000
$
0.231111
$
1.425000
$
1.425000
$
1.425000
$
0.312847
$
1.656250
Dividends declared and paid
$
17,940
$
17,940
$
3,189
$
16,387
$
16,387
$
16,387
$
3,598
$
19,047
(1)
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.
(2)
The Series E Preferred Stock has no maturity date and will remain outstanding unless redeemed by NNN. As of May 2018, the Series E Preferred Stock is redeemable by NNN.
(3)
The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 include accumulated and unpaid dividends through the redemption date.
(4)
Eligible for the 20% qualified business income deduction under section 199A of the Code that was established by the TCJA.
Note 11 – Income Taxes
:
For income tax purposes, NNN may elect to treat certain subsidiaries as taxable REIT subsidiaries in which certain real estate activities may be conducted.
NNN currently has no TRS entities. The following information relates to former TRS entities.
62
The significant components of the net deferred income tax asset consist of the following at
December 31
(dollars in thousands):
2018
2017
Deferred tax assets:
Net operating loss carryforward
$
3,899
$
3,899
Valuation allowance
(3,858
)
(3,858
)
Total deferred tax assets
41
41
Deferred tax liabilities:
Built-in gain
(41
)
(41
)
Total deferred tax liabilities
(41
)
(41
)
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 former taxable REIT subsidiaries. The net operating loss carryforwards begin to expire in 2028. Management believes it is unlikely that NNN will realize all of the benefits of these deductible differences that existed as of
December 31, 2018
and
2017
.
There was
no
change in the valuation allowance for the year ended December 31,
2018
. The decrease in the valuation allowance for the year ended
December 31,
2017
was
$1,885,000
.
For the years ended December 31, 2018, 2017, and 2016, there was
no
net income tax expense or benefit to NNN's former TRS entities. 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):
2018
2017
(1)
2016
Loss carryforwards increase (decrease)
$
—
$
(2,019
)
$
55
Built-in gain tax liability
—
134
22
Valuation allowance (increase) decrease
—
1,885
(77
)
Total tax expense
$
—
$
—
$
—
(1)
The changes for the year ended December 31, 2017, includes an amount attributable to the federal tax rate change within the TCJA. 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
2015
through
2018
. NNN also files in many states with varying open years under statute.
63
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 starting 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 starting swaps also lock the associated swap spread. Interest rate swaps designated as cash flow hedges are used to hedge the variable cash flows associated with floating rate debt and involve the receipt or payment of variable rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.
NNN discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative is re-designated as a hedging instrument or management determines that designation of the derivative as a hedging instrument is no longer appropriate.
When hedge accounting is discontinued, NNN recognizes any changes in its fair value in earnings and continues to carry the derivative on the balance sheet or may choose to settle the derivative at that time with a cash payment or receipt.
The following table outlines NNN's terminated 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)
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
September 2018
Two forward starting swaps
250,000
(4,080
)
(4,080
)
(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, 2018
,
$6,911,000
remains in other comprehensive income related to the effective portion of NNN’s previous interest rate hedges. During the years ended
December 31,
2018
,
2017
and
2016
, NNN reclassified
$3,664,000
,
$1,932,000
and
$2,802,000
, respectively, out of other comprehensive income as an increase to interest expense. Over the next
12
months, NNN estimates that an additional
$1,306,000
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, 2018
.
64
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 "2007 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, 2018
.
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, 2018
:
Number
of
Shares
Weighted
Average
Share Price
Non-vested restricted shares, January 1
735,323
$
42.65
Restricted shares granted
291,281
37.06
Restricted shares vested
(175,243
)
40.43
Restricted shares forfeited
(67,153
)
41.00
Restricted shares repurchased
(2,644
)
40.43
Non-vested restricted shares, December 31
(1)
781,564
41.21
(1)
Includes grants made in 2015 and 2016 pursuant to the 2007 Plan to NNN's retired CEO. The performance criteria will be complete January 1, 2019 and 2020, respectively.
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
,
2018
and
2017
, NNN granted
175,626
and
169,495
, 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
$37.06
and
$43.73
, respectively, per share. Once the performance criteria are met and the actual number of shares earned is determined, the shares vest immediately. For the
2018
and
2017
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
$23.70
and
$25.77
, 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, 2018
, pursuant to the 2017 Plan.
Shares
Weighted
Average
Share Price
Other share grants under the 2017 Plan:
Directors’ fees
15,712
$
41.75
Deferred directors’ fees
24,869
41.89
40,581
41.84
Shares available under the 2017 Plan for grant, end of period
1,471,231
The total compensation expense for share-based payments for the years ended
December 31
,
2018
,
2017
and
2016
totaled
$9,282,000
,
$12,971,000
and
$10,758,000
, respectively. At
December 31, 2018
, NNN had
$11,029,000
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
2.3
years. In addition, NNN recognized
no
performance based long-term incentive cash compensation expense for the years ended December 31,
2018
,
2017
and
2016
.
65
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 payable at
December 31,
2018
and
2017
, approximate fair value based upon current market prices of comparable instruments (Level 3). At
December 31,
2018
and
2017
, the carrying value and fair value of NNN’s notes payable net of unamortized discount and excluding debt costs, was
$2,813,583,000
and
$2,507,106,000
, respectively, based upon quoted market prices, which is a Level 1 valuation since NNN's notes payable are publicly traded.
Note 15 – Quarterly Financial Data (unaudited)
:
The following table outlines NNN’s quarterly financial data (dollars in thousands, except per share data):
2018
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Revenues as originally reported
$
152,861
$
155,555
$
155,526
$
160,529
Net earnings
103,289
70,583
82,042
36,572
Net earnings attributable to NNN
103,280
70,573
82,032
36,562
Net earnings per share
(1)
:
Basic
$
0.62
$
0.40
$
0.47
$
0.17
Diluted
0.62
0.40
0.47
0.17
2017
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
(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, 2018
,
2017
and
2016
, NNN’s operations are reported within
one
operating 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, 2018
, 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, 2018
, the date of the consolidated balance sheet. There were no 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, 2018
, 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 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 financial reporting and to make modifications as necessary. NNN’s intent in this regard is that the disclosure controls and
67
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, 2018
, 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, 2018
, 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, 2018
, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting.
During the three months ended
December 31, 2018
, 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 sections thereof captioned "Executive Compensation – Equity Compensation Plan Information" and “Security Ownership”, and such information is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without limitation, contained in the section thereof captioned “Certain Relationships and Related Transactions” and such information is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services
Reference is made to the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without limitation, contained in the section thereof captioned “Audit Committee Report” and “Proposal III: Ratification of Ernst & Young LLP as the Independent Registered Public Accounting Firm”, and such information is incorporated herein by reference.
69
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
39
Consolidated Balance Sheets as of December 31, 2018 and 2017
41
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
42
Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016
44
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
47
Notes to Consolidated Financial Statements
49
(2)
Financial Statement Schedules
Schedule III – Real Estate and Accumulated Depreciation and Amortization and Notes as of December 31, 2018
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 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).
4.6
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).
4.7
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).
4.8
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).
4.9
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).
4.10
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).
4.11
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).
4.12
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).
4.13
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).
4.14
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).
71
4.15
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).
4.16
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 11, 2016 and incorporated herein by reference).
4.17
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).
4.18
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).
4.19
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).
4.20
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).
4.21
Form of Seventeenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 4.300% Notes due 2028 and 4.800% Notes due 2048 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 27, 2018, and incorporated herein by reference).
4.22
Form of 4.300% Notes due 2028 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 27, 2018, and incorporated herein by reference).
4.23
Form of 4.800% Notes due 2048 (filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 27, 2018, 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).
72
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).
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).
73
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).
10.28
Amended and Restated Deferred Fee Plan for Directors, dated as of August 16, 2018 (filed as exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2018, and incorporated herein by reference).
21.
Subsidiaries of the Registrant (filed herewith).
23.
Consent of Independent Registered Public Accounting Firm
23.1
Ernst & Young LLP dated February 12, 2019 (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).
74
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, 2018, 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.
Item 16. Form 10-K Summary
None.
75
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the
12th day of February 2019
.
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.
76
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of Julian E. Whitehurst, 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 or her 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 or her 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 12, 2019
Julian E. Whitehurst
/s/ Don DeFosset
Chairman of the Board
February 12, 2019
Don DeFosset
/s/ Pamela K. Beall
Director
February 12, 2019
Pamela K. Beall
/s/ Steven D. Cosler
Director
February 12, 2019
Steven D. Cosler
/s/ David M. Fick
Director
February 12, 2019
David M. Fick
/s/ Edward J. Fritsch
Director
February 12, 2019
Edward J. Fritsch
______________
Director
Betsy D. Holden
/s/ Sam L. Susser
Director
February 12, 2019
Sam L. Susser
/s/ Kevin B. Habicht
Director, Chief Financial Officer (Principal Financial Officer),
Executive Vice President, Assistant Secretary and Treasurer
February 12, 2019
Kevin B. Habicht
/s/ Michelle L. Miller
Chief Accounting Officer (Principal Accounting Officer) and Executive Vice President
February 12, 2019
Michelle L. Miller
77
Exhibit Index
3.
Articles of Incorporation and Bylaws
3.1
First Amended and Restated Articles of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012, and incorporated herein by reference).
3.2
Articles Supplementary Establishing and Fixing the Rights and Preferences of 6.625% Series D Cumulative Preferred Stock, par value $0.01 per share, dated February 21, 2012 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 23, 2012, incorporated herein by reference).
3.3
Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.70% 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 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).
4.6
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).
4.7
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).
78
4.8
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).
4.9
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).
4.10
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).
4.11
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).
4.12
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).
4.13
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).
4.14
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).
4.15
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).
4.16
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 11, 2016 and incorporated herein by reference).
4.17
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).
4.18
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).
4.19
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).
4.20
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).
4.21
Form of Seventeenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 4.300% Notes due 2028 and 4.800% Notes due 2048 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 27, 2018, and incorporated herein by reference).
4.22
Form of 4.300% Notes due 2028 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 27, 2018, and incorporated herein by reference).
79
4.23
Form of 4.800% Notes due 2048 (filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on September 27, 2018, and incorporated herein by reference).
10.
Material Contracts
10.1
2007 Performance Incentive Plan (filed as Annex A to the Registrant’s 2007 Annual Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2007, and incorporated herein by reference).
10.2
Form of Restricted Stock Agreement between NNN and the Participant of NNN (filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2005, and incorporated herein by reference).
10.3
Employment Agreement dated as of December 1, 2008, between the Registrant and Craig Macnab (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.4
Employment Agreement dated as of December 1, 2008, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.5
Employment Agreement dated as of December 1, 2008, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.6
Employment Agreement dated as of December 1, 2008, between the Registrant and Paul E. Bayer (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.7
Employment Agreement dated as of December 1, 2008, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.8
Form of Indemnification Agreement (as entered into between the Registrant and each of its directors and executive officers) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on June 12, 2009, and incorporated herein by reference).
10.9
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Craig Macnab (filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.10
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.11
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.12
Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Paul E. Bayer (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
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).
80
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).
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).
10.28
Amended and Restated Deferred Fee Plan for Directors, dated as of August 16, 2018 (filed as exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2018, and incorporated herein by reference).
21.
Subsidiaries of the Registrant (filed herewith).
23.
Consent of Independent Registered Public Accounting Firm
23.1
Ernst & Young LLP dated February 12, 2019 (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).
81
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, 2018, 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.
82
Table of Contents
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2018
(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
$
454
1999
12/98
(g)
40
Austin, TX
—
900
3,571
—
—
900
3,571
4,471
727
2004
11/11
35
Austin, TX
—
259
1,361
—
—
259
1,361
1,620
388
1985
11/11
25
Austin, TX
—
1,101
2,987
—
—
1,101
2,987
4,088
608
2006
11/11
35
Beaumont, TX
—
239
2,031
—
—
239
2,031
2,270
413
2002
11/11
35
Beaumont, TX
—
124
2,968
—
—
124
2,968
3,092
705
1996
11/11
30
Beaumont, TX
—
115
1,543
—
—
115
1,543
1,658
366
1996
11/11
30
Bloomington, TX
—
38
3,093
—
—
38
3,093
3,131
881
1985
11/11
25
Bryan, TX
—
479
3,561
—
—
479
3,561
4,040
846
2000
11/11
30
Canyon Lake, TX
—
144
1,830
—
—
144
1,830
1,974
522
1977
11/11
25
Cedar Park, TX
—
833
1,705
—
—
833
1,705
2,538
347
2002
11/11
35
College Station, TX
—
393
3,342
—
—
393
3,342
3,735
794
2000
11/11
30
Corpus Christi, TX
—
383
3,093
—
—
383
3,093
3,476
630
2006
11/11
35
Edinburg, TX
—
431
2,193
—
—
431
2,193
2,624
521
1999
11/11
30
Edna, TX
—
67
1,897
—
—
67
1,897
1,964
541
1976
11/11
25
Kingsland, TX
—
153
2,691
—
—
153
2,691
2,844
767
1972
11/11
25
Kingsville, TX
—
163
1,485
—
—
163
1,485
1,648
423
1990
11/11
25
Laredo, TX
—
412
1,476
—
—
412
1,476
1,888
350
2001
11/11
30
Palacios, TX
—
29
1,667
—
—
29
1,667
1,696
475
1984
11/11
25
Pflugerville, TX
—
996
2,336
—
—
996
2,336
3,332
476
2002
11/11
35
Rio Bravo, TX
—
355
1,351
—
—
355
1,351
1,706
275
2002
11/11
35
Round Rock, TX
—
661
1,140
—
—
661
1,140
1,801
271
2000
11/11
30
San Antonio, TX
—
441
1,313
—
—
441
1,313
1,754
312
1999
11/11
30
Victoria, TX
—
259
2,346
—
—
259
2,346
2,605
557
1984
11/11
30
Victoria, TX
—
431
2,298
—
—
431
2,298
2,729
546
1986
11/11
30
West Orange, TX
—
220
2,088
—
—
220
2,088
2,308
496
1993
11/11
30
Winnie, TX
—
115
4,566
—
—
115
4,566
4,681
930
2002
11/11
35
Austin, TX
—
612
2,775
—
—
612
2,775
3,387
651
1999
12/11
30
Austin, TX
—
1,215
4,524
—
—
1,215
4,524
5,739
910
2004
12/11
35
Austin, TX
—
612
3,061
—
—
612
3,061
3,673
719
1999
12/11
30
Austin, TX
—
689
1,732
—
—
689
1,732
2,421
407
1999
12/11
30
Austin, TX
—
880
1,790
—
—
880
1,790
2,670
420
1998
12/11
30
Austin, TX
—
861
3,004
—
—
861
3,004
3,865
705
2001
12/11
30
Austin, TX
—
775
4,677
—
—
775
4,677
5,452
1,098
1996
12/11
30
Austin, TX
—
488
2,163
—
—
488
2,163
2,651
508
2000
12/11
30
Austin, TX
—
679
1,905
—
—
679
1,905
2,584
447
1999
12/11
30
Austin, TX
—
756
2,870
—
—
756
2,870
3,626
674
1999
12/11
30
Austin, TX
—
938
1,436
—
—
938
1,436
2,374
337
1998
12/11
30
Cedar Park, TX
—
536
1,914
—
—
536
1,914
2,450
449
1999
12/11
30
San Antonio, TX
—
985
3,253
—
—
976
3,253
4,229
763
1999
12/11
30
San Antonio, TX
—
899
2,593
—
—
899
2,593
3,492
522
2002
12/11
35
San Antonio, TX
—
919
2,344
—
—
919
2,344
3,263
472
2002
12/11
35
San Antonio, TX
—
631
2,851
—
—
631
2,851
3,482
669
1999
12/11
30
San Antonio, TX
—
412
2,010
—
—
412
2,010
2,422
472
1999
12/11
30
San Antonio, TX
—
545
3,148
—
—
545
3,148
3,693
739
1999
12/11
30
San Antonio, TX
—
766
1,474
—
—
766
1,474
2,240
346
1999
12/11
30
San Antonio, TX
—
947
2,535
—
—
947
2,535
3,482
595
1999
12/11
30
San Antonio, TX
—
469
2,727
—
—
469
2,727
3,196
640
1998
12/11
30
San Antonio, TX
—
679
2,937
—
—
679
2,937
3,616
689
1999
12/11
30
San Antonio, TX
—
632
1,991
—
—
632
1,991
2,623
467
2001
12/11
30
San Antonio, TX
—
603
2,048
—
—
603
2,048
2,651
481
1999
12/11
30
San Antonio, TX
—
411
2,555
—
—
411
2,555
2,966
600
1999
12/11
30
San Antonio, TX
—
517
2,670
—
—
517
2,670
3,187
627
1999
12/11
30
San Antonio, TX
—
909
1,359
—
—
904
1,359
2,263
319
1999
12/11
30
Universal City, TX
—
699
1,675
—
—
699
1,675
2,374
393
2001
12/11
30
Belpre, OH
—
408
759
—
—
408
759
1,167
135
1990
07/14
25
Charleston, WV
—
549
729
—
—
549
729
1,278
108
1995
07/14
30
Charleston, WV
—
689
974
—
—
689
974
1,663
145
1970
07/14
30
Clarksburg, WV
—
390
613
—
—
390
613
1,003
109
1978
07/14
25
Mannington, WV
—
218
745
—
—
218
745
963
111
1996
07/14
30
N. Belle Vernon, PA
—
438
1,165
—
—
438
1,165
1,603
208
1996
07/14
25
New Castle, PA
—
292
617
—
—
292
617
909
92
1983
07/14
30
Parkersburg, WV
—
422
739
—
—
422
739
1,161
110
1985
07/14
30
Parkersburg, WV
—
298
782
—
—
298
782
1,080
139
1988
07/14
25
Weston, WV
—
114
583
—
—
114
583
697
87
1995
07/14
30
7-Eleven (Susser/Stripes):
Laredo, TX
—
841
739
—
—
841
739
1,580
241
2001
12/05
40
Brownsville, TX
—
933
699
—
—
933
699
1,632
228
1999
12/05
40
Brownsville, TX
—
1,182
1,105
—
—
1,182
1,105
2,287
360
2000
12/05
40
Brownsville, TX
—
2,530
1,125
—
—
2,530
1,125
3,655
367
1990
12/05
40
Brownsville, TX
—
1,015
1,308
—
—
1,015
1,308
2,323
426
2003
12/05
40
Brownsville, TX
—
1,843
1,419
—
—
1,843
1,419
3,262
463
2000
12/05
40
Brownsville, TX
—
1,039
1,145
—
—
1,039
1,145
2,184
373
2004
12/05
40
Brownsville, TX
—
1,392
1,444
—
—
1,392
1,444
2,836
471
2005
12/05
40
Brownsville, TX
—
2,915
1,800
—
—
2,915
1,800
4,715
587
2000
12/05
40
Brownsville, TX
—
1,279
1,015
—
—
1,279
1,015
2,294
331
1990
12/05
40
Brownsville, TX
—
2,417
1,828
—
—
2,417
1,828
4,245
596
2000
12/05
40
Brownsville, TX
—
2,033
1,288
—
—
2,033
1,288
3,321
420
1995
12/05
40
Corpus Christi, TX
—
853
1,416
—
—
853
1,416
2,269
462
2005
12/05
40
Corpus Christi, TX
—
703
1,037
—
—
703
1,037
1,740
338
1986
12/05
40
Corpus Christi, TX
—
1,308
2,151
—
—
1,308
2,151
3,459
701
1995
12/05
40
Corpus Christi, TX
—
1,385
1,419
—
—
1,385
1,419
2,804
463
1982
12/05
40
Corpus Christi, TX
—
1,400
1,531
—
—
1,400
1,531
2,931
499
1984
12/05
40
Donna, TX
—
1,004
1,127
—
—
1,004
1,127
2,131
367
1995
12/05
40
Edinburg, TX
—
1,317
1,624
—
—
1,317
1,624
2,941
529
1999
12/05
40
Edinburg, TX
—
970
1,286
—
—
970
1,286
2,256
419
2003
12/05
40
Falfurias, TX
—
4,244
4,458
—
—
4,213
4,458
8,671
1,453
2002
12/05
40
Freer, TX
—
1,151
1,158
—
—
1,151
1,158
2,309
378
1984
12/05
40
George West, TX
—
1,243
695
—
—
1,243
695
1,938
227
1996
12/05
40
Harlingen, TX
—
755
601
—
—
755
601
1,356
196
1987
12/05
40
Harlingen, TX
—
754
1,152
—
—
754
1,152
1,906
376
1999
12/05
40
Harlingen, TX
—
906
953
—
—
906
953
1,859
311
1991
12/05
40
La Feria, TX
—
900
1,347
—
—
900
1,347
2,247
439
1988
12/05
40
Laredo, TX
—
1,495
1,400
—
—
1,495
1,400
2,895
457
1993
12/05
40
Laredo, TX
—
736
670
—
—
736
670
1,406
219
1984
12/05
40
Laredo, TX
—
675
533
—
—
675
533
1,208
174
1993
12/05
40
Laredo, TX
—
1,553
1,775
—
—
1,553
1,775
3,328
579
2000
12/05
40
Los Indios, TX
—
1,387
1,457
—
—
1,387
1,457
2,844
475
2005
12/05
40
McAllen, TX
—
975
1,030
—
—
975
1,030
2,005
336
2003
12/05
40
McAllen, TX
—
987
893
—
—
987
893
1,880
291
1999
12/05
40
Mission, TX
—
880
1,101
—
—
880
1,101
1,981
359
1999
12/05
40
Mission, TX
—
1,125
1,213
—
—
1,125
1,213
2,338
396
2003
12/05
40
Olmito, TX
—
3,688
2,880
—
—
3,688
2,880
6,568
939
2002
12/05
40
Pharr, TX
—
982
1,178
—
—
982
1,178
2,160
384
1988
12/05
40
Pharr, TX
—
2,426
1,881
—
—
2,426
1,881
4,307
613
2003
12/05
40
Pharr, TX
—
784
805
—
—
784
805
1,589
262
2000
12/05
40
Port Isabel, TX
—
2,062
1,299
—
—
2,062
1,299
3,361
423
1994
12/05
40
Portland, TX
—
656
915
—
—
656
915
1,571
298
1983
12/05
40
Progreso, TX
—
1,769
1,811
—
—
1,769
1,811
3,580
591
1999
12/05
40
Riviera, TX
—
2,351
2,158
—
—
2,351
2,158
4,509
704
2005
12/05
40
San Benito, TX
—
791
1,857
—
—
791
1,857
2,648
606
1994
12/05
40
San Benito, TX
—
1,103
1,586
—
—
1,103
1,586
2,689
517
2005
12/05
40
San Juan, TX
—
1,424
1,546
—
—
1,424
1,546
2,970
504
2004
12/05
40
San Juan, TX
—
1,124
1,172
—
—
1,124
1,172
2,296
382
1996
12/05
40
South Padre Island, TX
—
1,367
1,389
—
—
1,367
1,389
2,756
453
1988
12/05
40
Palmview, TX
—
835
1,372
—
—
835
1,372
2,207
419
2005
10/06
40
Harlingen, TX
—
638
1,807
—
—
638
1,807
2,445
544
2006
12/06
40
Rio Grande City, TX
—
1,871
1,612
—
—
1,871
1,612
3,483
485
2006
12/06
40
San Juan, TX
—
816
1,434
—
—
816
1,434
2,250
432
2006
12/06
40
Zapata, TX
—
1,333
1,773
—
—
1,333
1,773
3,106
534
2006
12/06
40
Orange Grove, TX
—
1,767
1,838
—
—
1,767
1,838
3,605
538
2007
04/07
40
Harlingen, TX
—
408
826
—
—
408
826
1,234
306
1982
11/07
30
Laredo, TX
—
348
1,168
—
—
348
1,168
1,516
433
1983
11/07
30
Laredo, TX
—
468
728
—
—
468
728
1,196
270
1973
11/07
30
Laredo, TX
—
584
958
—
—
584
958
1,542
355
1981
11/07
30
Laredo, TX
—
698
1,169
—
—
698
1,169
1,867
433
1981
11/07
30
Laredo, TX
—
448
734
—
—
448
734
1,182
272
1981
11/07
30
San Benito, TX
—
420
1,135
—
—
420
1,135
1,555
421
1985
11/07
30
Del Rio, TX
—
1,565
758
—
—
1,565
758
2,323
211
1996
11/07
40
Kerrville, TX
—
640
1,616
—
—
640
1,616
2,256
450
1996
11/07
40
Pharr, TX
—
573
1,229
—
—
573
1,229
1,802
339
2000
12/07
40
Harlingen, TX
—
277
808
—
—
277
808
1,085
295
1983
01/08
30
Laredo, TX
—
325
816
—
—
325
816
1,141
298
1983
01/08
30
McAllen, TX
—
643
1,776
—
—
643
1,776
2,419
649
1980
01/08
30
Port Isabel, TX
—
299
855
—
—
299
855
1,154
312
1983
01/08
30
Brownsville, TX
—
843
1,429
—
—
843
1,429
2,272
380
2007
05/08
40
Edinburg, TX
—
834
1,787
—
—
834
1,787
2,621
475
2007
05/08
40
La Villa, TX
—
710
2,166
—
—
710
2,166
2,876
575
2007
05/08
40
Laredo, TX
—
879
1,593
—
—
879
1,593
2,472
423
2007
05/08
40
Laredo, TX
—
1,183
1,934
—
—
1,183
1,934
3,117
514
2007
05/08
40
McAllen, TX
—
1,270
2,383
—
—
1,270
2,383
3,653
844
1986
05/08
30
Aaron's:
Memphis, TN
—
416
—
1,320
—
416
1,320
1,736
664
1998
12/97
(g)
40
Abra Auto Body:
Naperville, IL
—
305
1,145
—
—
305
1,145
1,450
10
1993
10/18
25
Naperville, IL
—
211
1,163
—
—
211
1,163
1,374
12
1985
10/18
20
Schiller Park, IL
—
439
2,374
—
—
439
2,374
2,813
25
1970
10/18
20
Academy:
Franklin, TN
—
1,807
2,108
—
—
1,589
2,108
3,697
952
1999
06/05
30
Baton Rouge, LA
—
1,511
4,861
—
—
1,511
4,861
6,372
284
2003
07/17
25
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:
Ace Hardware and Lighting:
Bourbonnais, IL
—
298
1,329
—
—
298
1,329
1,627
620
1997
11/98
37
Advance Auto Parts:
Miami, FL
—
867
—
1,035
—
867
1,035
1,902
350
2005
12/04
(g)
40
Abbeville, LA
—
23
148
—
—
23
148
171
59
1970
12/10
20
Abbotsford, WI
—
56
163
—
—
56
163
219
52
1984
12/10
25
Aberdeen, SD (n)
—
71
329
—
—
71
329
400
132
1961
12/10
20
Addison, IL
—
76
314
—
—
76
314
390
101
1971
12/10
25
Alsip, IL
—
57
323
—
—
57
323
380
130
1972
12/10
20
Antigo, WI
—
96
294
—
—
96
294
390
79
1998
12/10
30
Arden, NC
—
42
281
—
—
42
281
323
90
1989
12/10
25
Bangor, ME
—
51
339
—
—
51
339
390
109
1985
12/10
25
Bartlett, TN
—
40
293
—
—
40
293
333
94
1989
12/10
25
Bay City, MI
—
106
521
—
—
106
521
627
279
1920
12/10
15
Brunswick, ME
—
41
254
—
—
41
254
295
82
1985
12/10
25
Bucksport, ME
—
19
114
—
—
19
114
133
46
1976
12/10
20
Carol Stream, IL
—
103
515
—
—
103
515
618
207
1960
12/10
20
Chicago, IL
—
83
383
—
—
83
383
466
123
1987
12/10
25
Chippewa Falls, WI
—
33
328
—
—
33
328
361
88
1996
12/10
30
Devils Lake, ND
—
38
276
—
—
38
276
314
74
1999
12/10
30
Dodge City, KS
—
43
166
—
—
43
166
209
89
1948
12/10
15
Eau Claire, WI
—
33
204
—
—
33
204
237
82
1956
12/10
20
Elgin, IL
—
88
311
—
—
88
311
399
125
1965
12/10
20
Escanaba, MI
—
40
283
—
—
40
283
323
91
1982
12/10
25
Gainesville, FL
—
47
362
—
—
47
362
409
194
1957
12/10
15
Greenville, OH
—
63
193
—
—
63
193
256
104
1910
12/10
15
Hayward, WI
—
57
333
—
—
57
333
390
107
1980
12/10
25
Houlton, ME
—
38
219
—
—
38
219
257
176
1915
12/10
10
Irving, TX
—
182
208
—
—
182
208
390
84
1984
12/10
20
Kennedale, TX
—
88
283
—
—
88
283
371
114
1959
12/10
20
Laurel, MS
—
74
202
—
—
74
202
276
108
1959
12/10
15
Madison, TN
—
78
179
—
—
78
179
257
58
1988
12/10
25
Madison, WI
—
57
409
—
—
57
409
466
131
1973
12/10
25
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:
Marshfield, WI
—
60
282
—
—
60
282
342
113
1940
12/10
20
Medford, WI
—
37
229
—
—
37
229
266
74
1988
12/10
25
Midland, TX
—
36
212
—
—
36
212
248
113
1960
12/10
15
Montello, WI
—
26
173
—
—
26
173
199
46
1997
12/10
30
Neillsville, WI
—
26
145
—
—
26
145
171
47
1979
12/10
25
Ocala, FL
—
78
416
—
—
78
416
494
223
1971
12/10
15
Phillips, WI
—
23
177
—
—
23
177
200
47
1992
12/10
30
Rhinelander, WI
—
28
115
—
—
28
115
143
46
1958
12/10
20
River Falls, WI
—
42
234
—
—
42
234
276
94
1976
12/10
20
Rockford, IL
—
61
376
—
—
61
376
437
121
1962
12/10
25
Schofield, WI
—
41
425
—
—
41
425
466
171
1968
12/10
20
Spokane, WA
—
66
201
—
—
66
201
267
81
1965
12/10
20
Spokane, WA
—
93
373
—
—
93
373
466
150
1972
12/10
20
St. Peter, MN
—
17
259
—
—
17
259
276
69
1999
12/10
30
Stayton, OR
—
88
312
—
—
88
312
400
84
1994
12/10
30
Stevens Point, WI
—
61
405
—
—
61
405
466
130
1975
12/10
25
Thornton, CO
—
414
536
—
—
414
536
950
144
1996
12/10
30
Troy, AL
—
15
52
—
—
15
52
67
28
1966
12/10
15
Wausau, WI
—
52
300
—
—
52
300
352
96
1989
12/10
25
Wautoma, WI
—
18
106
—
—
18
106
124
43
1959
12/10
20
West Columbia, SC
—
41
159
—
—
41
159
200
64
1962
12/10
20
West Memphis, AR
—
58
294
—
—
58
294
352
95
1987
12/10
25
Windom, MN
—
5
137
—
—
5
137
142
55
1950
12/10
20
Wisconsin Rapids, WI
—
41
215
—
—
41
215
256
87
1975
12/10
20
Yakima, WA
—
50
321
—
—
50
321
371
129
1965
12/10
20
Aurora, IL
—
641
226
—
—
641
226
867
89
1971
02/11
20
Eagle River, WI
—
99
52
—
—
99
52
151
20
1978
02/11
20
Lexington, KY
—
85
226
—
—
85
226
311
59
1991
02/11
30
Mobile, AL
—
75
197
—
—
75
197
272
73
1975
07/11
20
Fairmont, MN
—
98
166
—
—
98
166
264
58
1978
01/12
20
Sycamore, IL
—
49
476
—
—
49
476
525
166
1924
01/12
20
Orchard Park, NY
—
353
—
725
—
267
725
992
94
2013
05/13
(m)
40
Morrisville, NC
—
127
332
—
—
127
332
459
75
1992
05/13
25
Salt Lake City, UT
—
571
697
—
—
571
697
1,268
196
1951
05/13
20
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:
Crestview, FL
—
158
463
—
—
158
463
621
82
2003
09/13
30
Depew, NY
—
309
—
821
—
309
821
1,130
95
2014
10/13
(m)
40
Sherman, TX
—
183
—
657
—
183
657
840
87
2005
01/14
(o)
35
Richmond, VA
—
193
1,268
—
—
193
1,268
1,461
206
2008
02/14
30
Adventure Landing:
Jacksonville Beach, FL
—
3,615
5,636
—
—
3,615
5,636
9,251
2,320
1995
04/11
30
Jacksonville, FL
—
721
861
—
—
721
861
1,582
487
1983
04/11
25
Raleigh, NC
—
1,841
3,124
—
—
1,841
3,124
4,965
1,257
1989
04/11
25
St. Augustine, FL
—
797
289
—
—
797
289
1,086
229
1999
04/11
30
Tonawanda, NY
—
205
927
—
—
205
927
1,132
514
1991
04/11
25
Affordable Care:
Asheville, NC
—
467
576
—
—
467
576
1,043
86
2005
07/14
30
Conover, NC
—
187
623
—
—
187
623
810
93
2002
07/14
30
Poland, OH
—
231
650
—
—
231
650
881
116
2001
07/14
25
Wilmington, NC
—
398
565
—
—
398
565
963
84
2002
07/14
30
Ajuua Mexican Restaurant:
Aurora, CO
—
1,168
1,105
22
—
1,168
1,127
2,295
502
2000
06/05
30
Aldi:
Cutler Bay, FL
—
989
1,479
205
—
989
1,684
2,673
890
1995
06/96
40
All Star Sports:
Wichita, KS
—
1,551
965
152
—
1,551
1,117
2,668
308
1987
05/07
40
Wichita, KS
—
3,275
1,631
167
—
3,275
1,798
5,073
504
1988
05/07
40
AMC Theatre:
Bloomington, IN
—
2,338
4,000
—
—
2,338
4,000
6,338
1,807
1987
09/07
25
Brighton, CO
—
1,070
5,491
3,000
—
1,070
8,491
9,561
1,746
2005
09/07
40
Castle Rock, CO
—
2,905
5,002
—
—
2,905
5,002
7,907
1,412
2005
09/07
40
Evansville, IN
—
1,300
4,269
3,400
—
1,300
7,669
8,969
1,667
1999
09/07
35
Galesburg, IL
—
1,205
2,441
—
—
1,205
2,441
3,646
689
2003
09/07
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:
Machesney Park, IL
—
3,018
8,770
—
—
3,018
8,770
11,788
2,476
2005
09/07
40
Michigan City, IN
—
1,996
8,422
—
—
1,996
8,422
10,418
2,377
2005
09/07
40
Muncie, IN
—
1,243
5,512
2,400
—
1,243
7,912
9,155
1,640
2005
09/07
40
Naperville, IL
—
6,141
11,624
—
—
6,141
11,624
17,765
3,281
2006
09/07
40
New Lenox, IL
—
6,778
10,980
—
—
6,778
10,980
17,758
3,100
2004
09/07
40
Chicago, IL
—
7,257
10,955
—
—
7,257
10,955
18,212
3,001
2007
01/08
40
Johnson Creek, WI
—
1,433
3,932
—
—
1,433
3,932
5,365
1,231
1997
01/08
35
Lake Delton, WI
—
2,063
8,366
—
—
2,063
8,366
10,429
2,619
1999
01/08
35
Quincy, IL
—
1,297
2,850
—
—
1,297
2,850
4,147
892
1982
01/08
35
Schererville, IN
—
6,619
14,225
—
—
6,619
14,225
20,844
5,196
1996
01/08
30
Fayetteville, NC
—
2,409
—
13,750
—
2,409
13,750
16,159
1,418
2014
11/13
40
Southington, CT
—
1,346
—
4,263
—
1,346
4,263
5,609
646
1993
05/14
(o)
30
Albuquerque, NM
—
1,474
—
10,301
—
1,474
10,301
11,775
826
2015
11/14
(m)
40
West Jordan, UT
—
3,302
246
3,117
—
3,302
3,363
6,665
328
2015
05/15
(m)
30
American Auto Auction:
El Paso, TX
—
2,858
1,133
—
—
2,858
1,133
3,991
115
1987
06/16
25
Jenison, MI
—
1,334
3,513
1,812
—
1,334
5,325
6,659
335
1984
10/16
(k)
25
Lubbock, TX
—
301
1,507
58
—
359
1,507
1,866
128
1980
11/16
(m)
25
American Family Care:
Mobile, AL
—
843
562
348
—
843
910
1,753
320
1997
12/01
40
Alcoa, TN
—
1,221
—
1,730
—
1,221
1,730
2,951
229
2013
12/12
(m)
40
Cullman, AL
—
541
—
1,517
—
541
1,517
2,058
198
2013
12/12
(m)
40
Decatur, AL
—
460
1,283
—
—
460
1,283
1,743
221
2010
12/12
35
Nashville, TN
—
377
—
1,403
—
377
1,403
1,780
177
2013
12/12
(m)
40
Pace, FL
—
738
—
1,459
—
738
1,459
2,197
190
2013
12/12
(m)
40
Woodstock, GA
—
563
—
1,653
—
563
1,653
2,216
201
2014
12/12
(m)
40
Fairhope, AL
—
(l)
1,929
—
—
(l)
1,929
1,929
283
2012
02/13
40
Dothan, AL
—
667
—
1,400
—
667
1,400
2,067
185
2013
02/13
(m)
40
Auburn, AL
—
663
—
1,835
—
663
1,835
2,498
231
2013
03/13
(m)
40
Milton, GA
—
577
1,526
—
—
577
1,526
2,103
221
2012
03/13
40
Roswell, GA
—
814
—
1,851
—
816
1,851
2,667
202
2014
04/13
(m)
40
Marietta, GA
—
432
—
1,846
—
432
1,846
2,278
225
2014
04/13
(m)
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:
Mt. Juliet, TN
—
875
1,566
—
—
875
1,566
2,441
214
2013
07/13
40
Chattanooga, TN
—
469
—
1,626
—
469
1,626
2,095
198
2014
07/13
(m)
40
Columbus, GA
—
550
—
1,520
—
550
1,520
2,070
185
2014
07/13
(m)
40
Birmingham, AL
—
445
—
1,640
—
445
1,640
2,085
203
2005
08/13
(o)
40
Hendersonville, TN
—
660
1,640
—
—
660
1,640
2,300
210
2013
11/13
40
Calera, AL
—
606
—
1,673
—
606
1,673
2,279
186
2014
12/13
(m)
40
Spring Hill, TN
—
589
—
1,718
—
589
1,718
2,307
181
2014
02/14
(m)
40
Athens, AL
—
497
—
1,834
—
497
1,834
2,331
185
2014
03/14
(m)
40
Panama City Beach, FL
—
995
—
1,745
—
995
1,745
2,740
180
2014
04/14
(m)
40
Gadsden, AL
—
527
—
1,565
—
527
1,565
2,092
158
2014
05/14
40
Knoxville, TN
—
2,021
—
2,014
—
2,021
2,014
4,035
170
2015
08/14
(m)
40
Fort Oglethorpe, GA
—
736
—
1,832
—
736
1,832
2,568
166
2015
08/14
(m)
40
Enterprise, AL
—
570
—
1,703
—
570
1,703
2,273
137
2015
01/15
(m)
40
American Freight:
Glen Allen, VA
—
889
1,948
—
—
889
1,948
2,837
1,100
1996
05/96
40
American Retail Service:
Lincoln City, OR
—
1,099
1,560
—
—
1,099
1,560
2,659
377
1973
12/12
25
Salem, OR
—
433
1,627
735
—
433
2,362
2,795
422
1999
12/12
(o)
40
Yuma, AZ
—
1,118
1,878
—
—
1,118
1,878
2,996
454
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
94
1980
12/05
40
Amscot:
Tampa, FL
—
1,160
352
—
—
1,160
352
1,512
116
1981
10/05
40
Orlando, FL
—
764
—
891
—
764
891
1,655
278
2006
12/05
40
Orlando, FL
—
664
1,011
—
—
664
983
1,647
303
2006
12/05
(g)
40
Orlando, FL
—
358
—
900
—
358
900
1,258
283
2006
02/06
(g)
40
Orlando, FL
—
546
—
872
—
546
872
1,418
277
2006
02/06
(g)
40
Clearwater, FL
—
456
332
—
—
456
332
788
102
1967
09/06
40
See accompanying report of independent registered public accounting firm.
F-6
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Antojo Mexican Grill:
Lakewood, WA
—
580
201
—
—
575
201
776
123
1984
09/06
20
Applebee's:
Ballwin, MO
—
1,496
1,404
47
—
1,496
1,450
2,946
602
1995
12/01
40
Crestview Hills, KY
—
1,069
1,367
—
—
1,069
1,367
2,436
458
1993
08/10
25
Danville, KY
—
641
1,645
—
—
641
1,645
2,286
459
2003
08/10
30
Florence, KY
—
1,075
1,488
—
—
1,075
1,488
2,563
498
1988
08/10
25
Frankfort, KY
—
862
1,610
—
—
862
1,610
2,472
450
1993
08/10
30
Georgetown, KY
—
809
1,437
—
—
809
1,437
2,246
401
2001
08/10
30
Hilliard, OH
—
808
1,846
—
—
808
1,846
2,654
515
1998
08/10
30
Maysville, KY
—
513
1,387
—
—
513
1,387
1,900
332
2005
08/10
35
Nicholasville, KY
—
454
1,077
—
—
454
1,077
1,531
301
2000
08/10
30
Troy, OH
—
645
862
—
—
645
862
1,507
289
1996
08/10
25
Grove City, OH
—
511
1,415
—
—
511
1,415
1,926
387
1990
10/10
30
Kettering, OH
—
359
1,043
—
—
359
1,043
1,402
245
2005
10/10
35
Mesa, AZ
—
974
1,514
—
—
974
1,514
2,488
414
1992
10/10
30
Mt. Sterling, KY
—
510
1,392
—
—
510
1,392
1,902
327
2000
10/10
35
Phoenix, AZ
—
781
1,456
—
—
781
1,456
2,237
398
1995
10/10
30
Phoenix, AZ
—
458
1,099
—
—
458
1,099
1,557
258
2004
10/10
35
Angola, IN
—
478
1,533
—
—
478
1,533
2,011
195
2002
07/14
35
Arby's:
Colorado Springs, CO
—
206
534
—
—
206
534
740
227
1998
12/01
40
Thomson, GA
—
268
504
—
—
268
504
772
215
1997
12/01
40
Washington Courthouse, OH
—
157
546
—
—
157
546
703
233
1998
12/01
40
Whitmore Lake, MI
—
171
469
—
—
171
469
640
200
1993
12/01
40
Indianapolis, IN
—
285
686
—
—
285
686
971
102
1998
07/14
30
Indianapolis, IN
—
456
830
—
—
456
830
1,286
106
2005
07/14
35
Madison, GA
—
242
697
—
—
242
697
939
108
1985
02/15
25
Muncie, IN
—
400
876
—
—
400
876
1,276
111
1995
03/15
30
Gordonsville, TN
—
408
1,077
—
—
408
1,077
1,485
109
2009
12/15
30
Ada, OK
—
147
1,841
—
—
147
1,841
1,988
3
1980
12/18
25
Altus, OK
—
333
902
—
—
333
902
1,235
2
1978
12/18
25
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:
Ardmore, OK
—
490
1,206
—
—
490
1,206
1,696
1
2013
12/18
35
Arkansas City, KS
—
59
1,118
—
—
59
1,118
1,177
2
1999
12/18
30
Bentonville, AR
—
245
1,099
—
—
245
1,099
1,344
2
2007
12/18
30
Boonville, MO
—
157
1,040
—
—
157
1,040
1,197
1
2007
12/18
30
Broken Arrow, OK
—
333
1,138
—
—
333
1,138
1,471
2
1978
12/18
25
Broken Arrow, OK
—
471
765
—
—
471
765
1,236
1
2005
12/18
30
Cabot, AR
—
225
1,744
—
—
225
1,744
1,969
2
1994
12/18
30
Choctaw, OK
—
509
2,093
—
—
509
2,093
2,602
2
2017
12/18
35
Claremore, OK
—
196
1,976
—
—
196
1,976
2,172
3
2005
12/18
30
Clinton, MO
—
147
1,196
—
—
147
1,196
1,343
2
2005
12/18
30
Coffeyville, KS
—
59
1,059
—
—
59
1,059
1,118
1
1995
12/18
30
Colorado Springs, CO
—
344
885
—
—
344
885
1,229
1
2004
12/18
30
Concordia, KS
—
118
923
—
—
118
923
1,041
2
1992
12/18
25
Conway, AR
—
157
972
—
—
157
972
1,129
1
1994
12/18
30
Derby, KS
—
353
941
—
—
353
941
1,294
1
2000
12/18
30
Eagle, ID
—
441
990
—
—
441
990
1,431
1
2017
12/18
35
Edmond, OK
—
186
951
—
—
186
951
1,137
2
1977
12/18
25
Edwardsville, IL
—
147
1,294
—
—
147
1,294
1,441
2
2000
12/18
30
El Dorado, KS
—
167
1,030
—
—
167
1,030
1,197
1
2004
12/18
30
Fayetteville, AR
—
441
1,069
—
—
441
1,069
1,510
1
1998
12/18
30
Fayetteville, AR
—
550
658
—
—
550
658
1,208
1
2006
12/18
30
Fort Smith, AR
—
393
1,090
—
—
393
1,090
1,483
2
1980
12/18
25
Fountain, CO
—
707
913
—
—
707
913
1,620
1
2013
12/18
35
Glenpool, OK
—
137
1,334
—
—
137
1,334
1,471
2
1980
12/18
25
Godfrey, IL
—
157
1,186
—
—
157
1,186
1,343
2
2001
12/18
30
Greeley, CO
—
529
1,684
—
—
529
1,684
2,213
2
2017
12/18
35
Greenwood, AR
—
59
943
—
—
59
943
1,002
1
1994
12/18
30
Guthrie, OK
—
303
1,566
—
—
303
1,566
1,869
2
2002
12/18
30
Harrison, AR
—
402
1,423
—
—
402
1,423
1,825
2
2003
12/18
30
Harrisonville, MO
—
372
902
—
—
372
902
1,274
2
1986
12/18
25
Hays, KS
—
176
1,888
—
—
176
1,888
2,064
3
1986
12/18
25
Hot Springs, AR
—
441
1,128
—
—
441
1,128
1,569
2
1985
12/18
25
Hutchinson, KS
—
118
952
—
—
118
952
1,070
2
1982
12/18
25
Hutchinson, KS
—
206
1,098
—
—
206
1,098
1,304
2
2006
12/18
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:
Independence, MO
—
294
1,341
—
—
294
1,341
1,635
2
2010
12/18
30
Independence, MO
—
412
853
—
—
412
853
1,265
1
2008
12/18
30
Jerseyville, IL
—
187
845
—
—
187
845
1,032
1
1998
12/18
30
Kansas City, MO
—
470
1,194
—
—
470
1,194
1,664
1
2015
12/18
35
Kearney, MO
—
343
1,234
—
—
343
1,234
1,577
2
1996
12/18
30
Lansing, KS
—
245
834
—
—
245
834
1,079
1
2007
12/18
30
Lawton, OK
—
431
1,039
—
—
431
1,039
1,470
2
1987
12/18
25
Litchfield, IL
—
186
1,402
—
—
186
1,402
1,588
2
2013
12/18
35
Little Rock, AR
—
736
579
—
—
736
579
1,315
1
2013
12/18
35
Little Rock, AR
—
393
541
—
—
393
541
934
1
1988
12/18
25
Manhattan, KS
—
333
1,078
—
—
333
1,078
1,411
1
2015
12/18
35
Mehlville, MO
—
167
1,264
—
—
167
1,264
1,431
2
2005
12/18
30
Midwest City, OK
—
226
922
—
—
226
922
1,148
2
1978
12/18
25
Midwest City, OK
—
245
980
—
—
245
980
1,225
2
1978
12/18
25
Mission, KS
—
314
892
—
—
314
892
1,206
1
1999
12/18
30
Moore, OK
—
530
814
—
—
530
814
1,344
1
2006
12/18
30
Moore, OK
—
196
727
—
—
196
727
923
1
1977
12/18
25
Muskogee, OK
—
157
1,000
—
—
157
1,000
1,157
1
2000
12/18
30
Neosho, MO
—
206
971
—
—
206
971
1,177
1
2007
12/18
30
Newcastle, OK
—
176
1,225
—
—
176
1,225
1,401
2
2007
12/18
30
Nixa, MO
—
490
628
—
—
490
628
1,118
1
2005
12/18
30
Norman, OK
—
353
874
—
—
353
874
1,227
1
1994
12/18
30
North Little Rock, AR
—
491
432
—
—
491
432
923
1
2006
12/18
35
Oklahoma City, OK
—
433
560
—
—
433
560
993
1
2003
12/18
30
Osage Beach, MO
—
245
932
—
—
245
932
1,177
1
2008
12/18
30
Park City, KS
—
284
1,351
—
—
284
1,351
1,635
2
2017
12/18
35
Pittsburg, KS
—
216
1,303
—
—
216
1,303
1,519
2
1978
12/18
25
Platte City, MO
—
392
921
—
—
392
921
1,313
1
2003
12/18
30
Sallisaw, OK
—
127
1,186
—
—
127
1,186
1,313
2
2002
12/18
30
Sand Springs, OK
—
147
1,459
—
—
147
1,459
1,606
2
1998
12/18
30
Sapulpa, OK
—
147
1,733
—
—
147
1,733
1,880
3
1981
12/18
25
Shawnee, OK
—
98
1,254
—
—
98
1,254
1,352
2
1980
12/18
25
Siloam Springs, AR
—
216
1,216
—
—
216
1,216
1,432
2
1980
12/18
25
St. Louis, MO
—
363
1,019
—
—
363
1,019
1,382
1
2008
12/18
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:
Topeka, KS
—
587
1,116
—
—
587
1,116
1,703
2
2006
12/18
30
Tulsa, OK
—
539
716
—
—
539
716
1,255
1
1997
12/18
30
Tulsa, OK
—
206
1,216
—
—
206
1,216
1,422
2
1982
12/18
25
Tulsa, OK
—
529
784
—
—
529
784
1,313
1
1993
12/18
25
Tulsa, OK
—
98
865
—
—
98
865
963
1
1981
12/18
25
Tulsa, OK
—
804
716
—
—
804
716
1,520
1
2006
12/18
30
Tulsa, OK
—
323
1,470
—
—
323
1,470
1,793
2
1981
12/18
25
Union, MO
—
128
835
—
—
128
835
963
1
2006
12/18
30
Van Buren, AR
—
334
1,187
—
—
334
1,187
1,521
2
2000
12/18
30
Vandalia, IL
—
206
962
—
—
206
962
1,168
2
1981
12/18
25
Weatherford, OK
—
118
1,469
—
—
118
1,469
1,587
2
1999
12/18
30
Wichita, KS
—
343
687
—
—
343
687
1,030
1
2014
12/18
35
Wichita, KS
—
314
960
—
—
314
960
1,274
1
1994
12/18
30
Wichita, KS
—
98
1,089
—
—
98
1,089
1,187
2
1981
12/18
25
Woodward, OK
—
108
1,401
—
—
108
1,401
1,509
2
1982
12/18
25
ARCO ampm:
Casa Grande, AZ
—
2,340
1,894
83
—
2,340
1,905
4,245
586
1993
05/08
35
Gilbert, AZ
—
1,317
1,304
85
—
1,166
1,325
2,491
417
1996
05/08
35
Globe, AZ
—
762
2,148
114
—
762
2,180
2,942
684
1998
05/08
35
Mesa, AZ
—
1,332
1,367
92
—
1,156
1,385
2,541
503
1986
05/08
30
Mesa, AZ
—
2,219
2,140
89
—
2,219
2,170
4,389
598
2000
05/08
40
Prescott, AZ
—
1,266
1,261
118
—
1,266
1,294
2,560
416
1997
05/08
35
Scottsdale, AZ
—
1,529
1,373
240
—
1,529
1,451
2,980
495
1999
05/08
35
Sedona, AZ
—
1,281
1,324
107
—
1,281
1,345
2,626
373
2000
05/08
40
Tucson, AZ
—
1,083
1,599
86
—
1,083
1,620
2,703
506
1992
05/08
35
Tucson, AZ
—
1,223
1,911
102
—
1,223
1,932
3,155
601
1996
05/08
35
Tucson, AZ
—
1,105
1,336
111
—
1,105
1,358
2,463
428
1992
05/08
35
Tucson, AZ
—
1,457
1,619
125
—
1,457
1,651
3,108
523
1995
05/08
35
Soldotna, AK
—
180
891
—
—
180
891
1,071
159
1985
07/14
25
Ashley Furniture:
Altamonte Springs, FL
—
2,906
4,877
315
—
2,906
5,192
8,098
2,743
1997
09/97
40
Florissant, MO
—
896
1,057
3,058
—
899
4,113
5,012
1,017
1996
04/03
(g)
40
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:
Louisville, KY
—
1,667
4,989
—
—
1,667
4,989
6,656
1,720
2005
03/05
40
At Home:
Douglasville, GA
—
1,588
3,916
—
—
1,588
3,916
5,504
1,281
1987
06/12
20
Humble, TX
—
3,559
5,046
—
—
3,559
5,046
8,605
1,320
2001
06/12
25
Noblesville, IN
—
1,870
4,241
—
—
1,870
4,241
6,111
1,387
1995
06/12
20
Sandston, VA
—
1,972
6,599
—
—
1,972
6,599
8,571
1,727
1996
06/12
25
Greensboro, NC
—
2,121
6,460
—
—
2,121
6,460
8,581
1,301
1998
12/12
30
Greenville, SC
—
1,892
5,404
—
—
1,727
5,404
7,131
946
1996
08/14
25
Hilliard, OH
—
1,747
4,642
—
—
1,836
4,514
6,350
760
1994
10/14
25
San Antonio, TX
—
3,818
5,922
—
—
3,818
5,922
9,740
699
1999
06/15
30
AT&T:
Cincinnati, OH
—
297
443
347
—
312
775
1,087
320
1999
06/98
40
Auto Solution:
Albuquerque, NM
—
1,113
—
1,443
—
1,113
1,443
2,556
482
2005
04/04
(f)
40
AutoZone:
Homestead, PA
—
500
—
105
—
605
(i)
605
(i)
(i)
02/97
(i)
Bandana's BBQ:
St. Peters, MO
—
318
640
—
—
318
640
958
99
1981
02/15
25
BankUnited:
Orlando, FL
—
257
287
—
—
257
72
329
18
1988
07/92
30
Bar Louie:
Rochester, NY
—
792
1,535
204
—
792
1,739
2,531
462
1995
06/07
40
Barnes & Noble:
Brandon, FL
—
1,476
1,527
—
—
1,476
1,527
3,003
915
1995
08/94
(f)
40
Glendale, CO
—
3,245
2,722
—
—
3,245
2,722
5,967
1,650
1994
09/94
40
Houston, TX
—
3,308
2,396
—
—
3,308
2,396
5,704
1,393
1995
10/94
(f)
40
See accompanying report of independent registered public accounting firm.
F-11
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Plantation, FL
—
3,616
3,498
—
—
3,616
960
4,576
167
1996
05/95
(f)
30
Freehold, NJ (n)
—
2,917
2,261
—
—
2,917
2,261
5,178
1,295
1995
01/96
40
Dayton, OH
—
1,413
3,325
—
—
1,413
3,325
4,738
1,781
1996
05/97
40
Redding, CA
—
497
1,626
—
—
497
1,626
2,123
876
1997
06/97
40
Memphis, TN
—
1,574
2,242
—
—
1,574
2,242
3,816
836
1997
09/97
40
Marlton, NJ
—
2,831
4,319
—
—
2,709
4,319
7,028
2,173
1995
11/98
40
Batteries Plus Bulbs:
Sunrise, FL
—
287
424
98
—
287
521
808
162
1979
05/04
40
Bay County Tax Collector:
Lynn Haven, FL
—
797
865
—
—
797
865
1,662
479
1974
06/13
10
Bealls:
Sarasota, FL
—
1,078
1,795
90
—
1,078
1,886
2,964
705
1996
09/97
40
Beautiful America Dry Cleaners:
Orlando, FL
—
40
111
—
—
40
111
151
42
2001
02/04
40
Bed Bath & Beyond:
Glen Allen, VA
—
1,184
2,843
179
—
1,184
3,021
4,205
1,227
1997
06/98
40
Glendale, AZ
—
1,082
—
2,758
—
1,082
2,758
3,840
1,342
1999
12/98
(g)
40
Midland, MI
—
231
—
2,705
—
231
2,705
2,936
820
2006
07/03
40
Colonie, NY
—
3,119
4,130
—
—
3,119
4,130
7,249
602
1967
08/14
30
BEL Furniture:
Beaumont, TX (n)
—
614
2,177
—
—
614
2,177
2,791
794
1992
09/11
20
Belle Tire:
Lansing, MI
—
983
2,969
—
—
983
2,969
3,952
12
2005
11/18
30
Lapeer, MI
—
588
2,980
—
—
588
2,980
3,568
11
2013
11/18
35
Michigan City, IN
—
665
4,537
—
—
665
4,537
5,202
16
2017
11/18
35
Midland, MI
—
308
3,538
—
—
308
3,538
3,846
15
2006
11/18
30
Mt. Pleasant, MI
—
308
3,740
—
—
308
3,740
4,048
13
2012
11/18
35
Muskegon, MI
—
733
3,114
—
—
733
3,114
3,847
11
2012
11/18
35
Northville, MI
—
905
5,448
—
—
905
5,448
6,353
19
2017
11/18
35
Best Buy:
Brandon, FL
—
2,985
2,772
—
—
2,985
2,772
5,757
1,516
1996
02/97
40
Cuyahoga Falls, OH
—
3,709
2,359
—
—
3,703
2,359
6,062
1,271
1988
06/97
40
Rockville, MD
—
6,233
3,419
—
—
6,233
3,419
9,652
1,834
1995
07/97
40
Fairfax, VA
—
3,052
3,218
—
—
3,052
3,218
6,270
1,720
1995
08/97
40
St. Petersburg, FL
—
4,032
2,611
—
—
4,032
2,611
6,643
1,237
1997
09/97
35
North Fayette, PA
—
2,331
2,293
—
—
2,331
2,293
4,624
1,178
1997
06/98
40
Denver, CO
—
8,882
4,373
—
—
8,882
4,373
13,255
1,918
1991
06/01
40
Albuquerque, NM
—
2,157
3,132
—
—
2,157
3,132
5,289
913
1992
09/11
25
Arlington, TX
—
1,372
3,890
—
—
1,372
3,890
5,262
1,135
1991
09/11
25
Fort Collins, CO
—
2,054
3,346
—
—
2,054
3,346
5,400
976
1992
09/11
25
Fort Worth, TX
—
687
2,177
—
—
687
2,177
2,864
529
1992
09/11
30
Houston, TX
—
1,409
3,095
—
—
1,409
3,095
4,504
752
1992
09/11
30
Nashua, NH
—
1,028
7,052
—
—
1,028
7,052
8,080
1,714
1999
09/11
30
North Attleborough, MA
—
2,761
4,165
—
—
2,761
4,165
6,926
1,012
1999
09/11
30
Schaumburg, IL
—
3,170
4,784
—
—
3,170
4,784
7,954
1,744
1965
09/11
20
Virginia Beach, VA
—
3,140
4,276
—
—
3,140
4,276
7,416
1,039
1999
09/11
30
Big Lots:
Dover, NJ
—
1,138
3,238
732
—
1,138
3,970
5,108
1,811
1995
11/98
40
Webster Groves, MO
—
1,061
1,467
—
—
1,061
1,467
2,528
69
1970
04/18
15
Big Sky Mattress:
Helena, MT
—
658
1,568
—
—
658
1,568
2,226
136
2015
03/15
40
BJ's Wholesale Club:
Orlando, FL
—
3,271
8,627
357
—
3,256
8,967
12,223
3,272
2001
02/04
40
Fairfax, VA
—
6,792
14,941
—
—
6,792
14,941
21,733
3,632
1992
09/11
30
Hamilton, NJ
—
3,166
29,373
—
—
3,166
29,373
32,539
6,119
2002
09/11
35
Hialeah, FL
—
4,792
14,067
—
—
4,792
14,067
18,859
3,419
2000
09/11
30
Roxbury, NJ
—
3,040
16,168
—
—
3,040
16,168
19,208
4,716
1993
09/11
25
W. Hartford, CT
—
2,846
14,299
—
—
2,846
14,299
17,145
3,476
1996
09/11
30
Cape Coral, FL
—
2,783
13,710
—
—
2,783
13,710
16,493
1,276
2005
03/16
30
Voorhees, NJ
—
3,103
14,055
—
—
3,103
14,055
17,158
1,269
2004
04/16
30
Manchester, NH
—
5,009
14,053
—
—
5,009
14,053
19,062
371
1990
03/18
30
BMW:
Duluth, GA
—
4,434
4,080
6,559
—
4,504
10,639
15,143
3,564
1984
12/01
40
Bob Evans:
Amherst, NY
—
422
971
—
—
422
971
1,393
88
1994
04/16
30
Ashland, KY
—
383
913
—
—
383
913
1,296
82
2003
04/16
30
Avon, IN
—
432
609
—
—
414
609
1,023
55
2004
04/16
30
Baltimore, MD
—
1,138
196
—
—
1,138
196
1,334
18
1993
04/16
30
Batavia, NY
—
599
657
—
—
599
657
1,256
59
1996
04/16
30
Beachwood, OH
—
542
108
—
—
542
108
650
10
2004
04/16
30
Beavercreek, OH
—
570
334
—
—
570
334
904
30
2003
04/16
30
Beckley, WV
—
579
824
—
—
579
824
1,403
76
1992
04/16
30
Bel Air, MD
—
911
1,147
—
—
911
1,147
2,058
104
1995
04/16
30
Benton Harbor, MI
—
157
1,079
—
—
157
1,079
1,236
97
1989
04/16
30
Blue Springs, MO
—
550
462
—
—
550
462
1,012
42
1996
04/16
30
Brook Park, OH
—
570
570
—
—
570
570
1,140
51
2002
04/16
30
Camby, IN
—
510
932
—
—
510
932
1,442
84
2002
04/16
30
Canton, MI
—
776
167
—
—
776
167
943
15
2002
04/16
30
Canton, MI
—
804
589
—
—
804
589
1,393
53
2003
04/16
30
Chesterfield Twp, MI
—
746
491
—
—
746
491
1,237
44
2003
04/16
30
Chillicothe, OH
—
334
727
—
—
334
727
1,061
66
1995
04/16
30
Cincinnati, OH
—
500
1,323
—
—
500
1,323
1,823
119
1999
04/16
30
Cincinnati, OH
—
482
295
—
—
482
295
777
27
1997
04/16
30
Clarksville, IN
—
726
794
—
—
726
794
1,520
72
2000
04/16
30
Clearwater, FL
—
520
648
—
—
520
648
1,168
70
1986
04/16
25
Clermont, FL
—
1,011
49
—
—
1,011
49
1,060
4
2006
04/16
30
Coldwater, MI
—
324
1,020
—
—
324
1,020
1,344
111
1995
04/16
25
Columbia, MO
—
491
521
—
—
491
521
1,012
47
1997
04/16
30
Columbus, IN
—
696
1,117
—
—
696
1,117
1,813
86
2005
04/16
35
Columbus, OH
—
432
961
—
—
432
961
1,393
104
1985
04/16
25
Columbus, OH
—
647
1,010
—
—
647
1,010
1,657
91
1994
04/16
30
Corning, NY
—
196
1,412
—
—
196
1,412
1,608
127
1996
04/16
30
Cross Lanes, WV
—
354
600
—
—
354
600
954
65
1987
04/16
25
Dearborn, MI
—
560
579
—
—
560
579
1,139
63
1984
04/16
25
Dublin, OH
—
804
559
—
—
804
559
1,363
50
1996
04/16
30
Dublin, OH
—
697
677
—
—
697
677
1,374
73
1985
04/16
25
Dunkirk, NY
—
392
1,353
—
—
392
1,353
1,745
122
1994
04/16
30
Erie, PA
—
941
902
—
—
941
902
1,843
98
1990
04/16
25
Erie, PA
—
451
765
—
—
451
765
1,216
69
1998
04/16
30
Fairfield, OH
—
138
776
—
—
138
776
914
70
1999
04/16
30
Fayetteville, WV
—
392
1,285
—
—
392
1,285
1,677
116
2006
04/16
30
Festus, MO
—
451
1,020
—
—
451
1,020
1,471
110
1990
04/16
25
Fort Wayne, IN
—
795
451
—
—
795
451
1,246
41
1997
04/16
30
Fort Wayne, IN
—
765
716
—
—
736
716
1,452
65
2003
04/16
30
Franklin, IN
—
245
1,011
—
—
245
1,011
1,256
91
2003
04/16
30
Frederick, MD
—
491
491
—
—
491
491
982
44
1995
04/16
30
Gahanna, OH
—
755
1,176
—
—
755
1,176
1,931
106
1994
04/16
30
Gaylord, MI
—
618
922
—
—
618
922
1,540
83
1997
04/16
30
Greenfield, IN
—
246
766
—
—
246
766
1,012
69
1994
04/16
30
Greenwood, IN
—
481
883
—
—
481
883
1,364
80
2002
04/16
30
Groveport, OH
—
549
1,078
—
—
549
1,078
1,627
97
2003
04/16
30
Harborcreek, PA
—
510
609
—
—
510
609
1,119
55
2004
04/16
30
Heath, OH
—
363
1,323
—
—
363
1,323
1,686
143
1986
04/16
25
Hillsboro, OH
—
245
1,285
—
—
245
1,285
1,530
116
2004
04/16
30
Holland, OH
—
804
843
—
—
804
843
1,647
91
1987
04/16
25
Indianapolis, IN
—
559
1,088
—
—
559
1,088
1,647
98
2001
04/16
30
Indianapolis, IN
—
569
1,157
—
—
569
1,157
1,726
104
2000
04/16
30
Indianapolis, IN
—
765
765
—
—
765
765
1,530
83
1985
04/16
25
Jackson, MI
—
608
1,029
—
—
608
1,029
1,637
93
2002
04/16
30
Jacksonville, FL
—
696
696
—
—
696
696
1,392
63
2002
04/16
30
Jamestown, NY
—
334
697
—
—
334
697
1,031
63
1995
04/16
30
Lakeland, FL
—
618
540
—
—
618
540
1,158
49
2005
04/16
30
Lancaster, PA
—
647
687
—
—
647
687
1,334
62
1997
04/16
30
Lansing, MI
—
588
873
—
—
588
873
1,461
79
2001
04/16
30
Laurel, MD
—
716
990
—
—
716
990
1,706
89
1998
04/16
30
Lewis Center, OH
—
608
1,049
—
—
608
1,049
1,657
95
2001
04/16
30
Lewisburg, WV
—
354
619
—
—
354
619
973
56
2003
04/16
30
Lexington, KY
—
432
619
—
—
432
619
1,051
56
2001
04/16
30
Linthicum Heights, MD
—
687
755
—
—
687
755
1,442
68
2004
04/16
30
Livonia, MI
—
716
755
—
—
716
755
1,471
82
1982
04/16
25
Logan, WV
—
314
1,285
—
—
314
1,285
1,599
116
1999
04/16
30
Logansport, IN
—
118
1,148
—
—
118
1,148
1,266
104
1994
04/16
30
London, OH
—
235
1,060
—
—
235
1,060
1,295
96
2004
04/16
30
Louisville, KY
—
815
432
—
—
815
432
1,247
39
2003
04/16
30
Madison Heights, MI
—
599
667
—
—
599
667
1,266
60
2000
04/16
30
Mansfield, OH
—
275
1,069
—
—
275
1,069
1,344
97
2005
04/16
30
Marion, IL
—
344
658
—
—
344
658
1,002
59
1997
04/16
30
Marion, IN
—
443
364
—
—
443
364
807
33
1996
04/16
30
Martinsburg, WV
—
815
491
—
—
815
491
1,306
44
1992
04/16
30
Maumee, OH
—
766
295
—
—
766
295
1,061
27
2000
04/16
30
Medina, OH
—
402
922
—
—
402
922
1,324
100
1988
04/16
25
Mentor, OH
—
667
1,039
—
—
667
1,039
1,706
94
1995
04/16
30
Merrillville, IN
—
942
422
—
—
942
422
1,364
38
2004
04/16
30
Moon Township, PA
—
452
521
—
—
452
521
973
56
1984
04/16
25
Morgantown, WV
—
1,000
990
—
—
1,000
990
1,990
89
1992
04/16
30
New Albany, OH
—
539
1,431
—
—
539
1,431
1,970
129
2002
04/16
30
New Castle, PA
—
461
912
—
—
461
912
1,373
82
2005
04/16
30
Ocala, FL
—
608
1,137
—
—
608
1,137
1,745
103
2000
04/16
30
Ocala, FL
—
853
706
—
—
853
706
1,559
64
2005
04/16
30
Oxford, OH
—
294
1,216
—
—
294
1,216
1,510
110
1994
04/16
30
Perrysburg, OH
—
795
363
—
—
795
363
1,158
33
2001
04/16
30
Perrysburg, OH
—
559
990
—
—
559
990
1,549
107
1984
04/16
25
Pickerington, OH
—
519
1,509
—
—
519
1,509
2,028
136
1999
04/16
30
Pittsburgh, PA
—
491
687
—
—
491
687
1,178
74
1985
04/16
25
Port Orange, FL
—
648
491
—
—
648
491
1,139
44
2002
04/16
30
Powell, OH
—
824
706
—
—
824
706
1,530
64
2004
04/16
30
Princeton, WV
—
363
1,255
—
—
363
1,255
1,618
113
1998
04/16
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:
Richmond, IN
—
363
1,001
—
—
363
1,001
1,364
77
2003
04/16
35
Rio Grande, OH
—
314
1,333
—
—
314
1,333
1,647
144
1962
04/16
25
Romulus, MI
—
902
628
—
—
902
628
1,530
68
1988
04/16
25
Saginaw, MI
—
648
481
—
—
648
481
1,129
52
1987
04/16
25
Salisbury, MD
—
913
471
—
—
913
471
1,384
43
1997
04/16
30
Somerset, KY
—
245
1,295
—
—
245
1,295
1,540
117
1995
04/16
30
South Bloomfield, OH
—
177
1,236
—
—
177
1,236
1,413
112
2005
04/16
30
South Euclid, OH
—
216
933
—
—
216
933
1,149
72
2012
04/16
35
St. Louis, MO
—
697
589
—
—
697
589
1,286
64
1986
04/16
25
St. Petersburg, FL
—
727
324
—
—
727
324
1,051
35
1986
04/16
25
Stafford, VA
—
764
1,225
—
—
764
1,225
1,989
111
2004
04/16
30
Toledo, OH
—
745
1,225
—
—
745
1,225
1,970
133
1990
04/16
25
Waldorf, MD
—
844
657
—
—
844
657
1,501
59
2004
04/16
30
Washington C H, OH
—
304
923
—
—
304
923
1,227
83
1993
04/16
30
Washington, PA
—
579
501
—
—
579
501
1,080
45
2003
04/16
30
Watertown, NY
—
196
1,461
—
—
196
1,461
1,657
132
1996
04/16
30
Waverly, OH
—
226
1,226
—
—
226
1,226
1,452
111
1995
04/16
30
West Chester, OH
—
765
706
—
—
765
706
1,471
64
1999
04/16
30
Wilmington, OH
—
216
1,392
—
—
216
1,392
1,608
126
1993
04/16
30
Woodhaven, MI
—
511
599
—
—
511
599
1,110
54
2000
04/16
30
Wooster, OH
—
216
1,109
—
—
216
1,109
1,325
100
1995
04/16
30
Zanesville, OH
—
363
746
—
—
363
746
1,109
67
2003
04/16
30
Zanesville, OH
—
314
1,333
—
—
314
1,333
1,647
120
2000
04/16
30
Bob's Discount Furniture:
Merrillville, IN
—
981
—
7,285
—
981
7,285
8,266
478
2016
09/15
(m)
40
Wharton, NJ
—
1,894
4,899
—
—
1,894
4,899
6,793
265
1981
05/17
30
Bombones Sports Bar:
Dallas, TX
—
1,138
1,025
370
—
1,138
936
2,074
441
1994
12/01
40
Bonefish:
Mobile, AL
—
801
2,137
—
—
801
2,137
2,938
415
2006
03/12
35
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:
Books-A-Million:
Newark, DE
—
2,394
4,789
33
—
2,366
4,822
7,188
2,881
1994
12/94
40
Bangor, ME
—
1,547
2,487
—
—
1,547
2,487
4,034
1,401
1996
06/96
40
Boot Barn:
Lake Charles, LA
—
652
1,734
—
—
652
1,734
2,386
119
1998
04/17
25
Boston Market:
Geneva, IL
—
653
601
—
—
669
518
1,187
230
1996
12/01
40
North Olmsted, OH
—
602
461
—
—
602
389
991
166
1996
12/01
40
Novi, MI
—
836
651
—
—
836
298
1,134
130
1995
12/01
40
BP:
Jeannette, PA
—
79
235
—
—
79
235
314
42
1995
07/14
25
Buck's:
St. Louis, MO
—
776
—
3,822
—
776
3,822
4,598
928
2009
12/07
(o)
40
Glendale Heights, IL
—
1,662
—
3,101
—
1,662
3,101
4,763
229
2016
03/14
(m)
40
Omaha, NE
—
2,662
—
3,356
—
2,662
3,356
6,018
234
2016
05/15
(m)
40
Council Bluffs, IA
—
374
2,187
386
—
376
2,573
2,949
294
2015
06/15
(m)
30
Buffalo Wild Wings:
Michigan City, IN
—
163
492
—
—
163
492
655
210
1996
12/01
40
Burger King:
Clifton Park, NY
—
199
1,639
—
—
199
1,639
1,838
181
2004
02/15
35
Colorado Springs, CO
—
638
1,047
—
—
638
1,047
1,685
162
1978
02/15
25
Durham, NC (n)
—
566
555
—
—
566
555
1,121
72
1998
02/15
30
Durham, NC (n)
—
604
581
—
—
604
581
1,185
75
2005
02/15
30
Farmington, ME
—
461
708
—
—
461
708
1,169
91
1980
02/15
30
Yakima, WA
—
596
1,110
—
—
596
1,110
1,706
143
1979
02/15
30
Fairfield, OH
—
382
1,146
—
—
382
1,146
1,528
124
1984
03/15
35
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:
Burlington Coat Factory:
Lacey, WA
—
2,777
7,082
3,617
—
2,777
10,700
13,477
4,494
1992
02/97
40
Chesterfield, MO
—
2,742
6,469
147
—
2,742
6,616
9,358
573
2015
04/15
40
C&C Gymnastics:
Augusta, GA
—
177
674
—
—
177
674
851
287
1998
12/01
40
Caliber Collision:
Alvin, TX
—
400
712
—
—
400
712
1,112
280
1984
02/11
20
Galveston, TX
—
361
789
—
—
361
789
1,150
311
1965
02/11
20
Houston, TX
—
348
1,731
—
—
348
1,731
2,079
545
1987
02/11
25
Copperas Cove, TX
—
269
1,436
—
—
269
1,436
1,705
286
1972
01/12
35
Killeen, TX
—
408
2,171
—
—
408
2,171
2,579
604
1986
01/12
25
Austin, TX
—
1,071
3,412
—
—
1,071
3,412
4,483
938
1975
02/12
25
Gilbert, AZ
—
474
1,543
—
—
474
1,543
2,017
341
2003
05/12
30
Spring, TX
—
913
2,307
—
—
913
2,307
3,220
503
2006
06/12
30
Tomball, TX
—
414
1,281
—
—
414
1,281
1,695
239
2009
06/12
35
Edmond, OK
—
472
1,437
—
—
472
1,437
1,909
277
1964
03/13
30
Duluth, GA
—
855
2,791
—
—
853
2,791
3,644
229
1996
07/16
30
San Antonio, TX
—
717
2,768
—
—
717
2,768
3,485
272
1984
07/16
25
Camping World:
Vacaville, CA
—
2,467
6,575
—
—
2,467
6,575
9,042
1,589
2008
07/10
35
North Little Rock, AR
—
1,198
3,348
2,237
—
1,280
5,513
6,793
1,124
2007
09/10
(m)
35
Strafford, MO
—
1,278
3,694
2,099
—
1,846
5,225
7,071
1,056
2007
09/10
(o)
35
Avondale, AZ
—
1,976
3,040
3,200
—
1,976
6,239
8,215
1,201
2009
05/11
(o)
35
Mesa, AZ
—
3,972
2,046
981
—
3,975
3,027
7,002
863
1983
05/11
25
Bowling Green, KY
—
584
2,481
—
—
584
2,481
3,065
529
2007
07/11
35
Council Bluffs, IA
—
2,013
2,806
2,187
—
2,955
4,048
7,003
676
2008
07/11
(o)
35
Roanoke, VA
—
2,046
5,050
2,590
—
3,563
6,122
9,685
1,144
2008
07/11
35
Golden, CO
—
5,516
—
8,175
—
6,446
7,246
13,692
1,148
2012
10/11
(m)
40
Kissimmee, FL
—
1,578
2,783
—
—
1,578
2,783
4,361
784
1979
12/11
25
La Mirada, CA
—
3,593
911
—
—
3,577
907
4,484
213
1996
12/11
30
Nashville, TN
—
1,155
1,034
5,665
—
3,626
4,235
7,861
795
1985
12/11
(o)
40
See accompanying report of independent registered public accounting firm.
F-15
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Valencia, CA
—
4,788
4,191
—
—
4,766
4,179
8,945
1,177
1980
12/11
25
Calera, AL
—
1,204
3,075
—
—
1,204
3,075
4,279
597
2008
03/12
35
Cocoa, FL
—
1,194
1,876
—
—
1,194
1,876
3,070
404
1981
07/12
30
Dover, FL
—
2,431
9,658
3,047
—
5,478
9,658
15,136
1,562
2013
01/13
35
Grain Valley, MO
—
1,210
2,908
3,441
—
2,533
5,026
7,559
594
2003
09/13
(o)
35
Lubbock, TX
—
775
3,998
—
—
775
3,998
4,773
705
1997
09/13
30
Olive Branch, MS
—
3,163
—
3,836
—
3,163
3,836
6,999
428
2014
11/13
(m)
40
Cedar Falls, IA
—
1,924
3,810
1,158
—
1,924
4,968
6,892
748
2004
03/14
(o)
30
Akron, OH
—
1,221
7,868
—
—
1,221
7,868
9,089
1,193
1991
03/15
25
Anniston, AL
—
3,206
5,328
1,264
—
3,206
6,594
9,800
795
2007
03/15
(o)
30
Richmond, IN
—
1,096
1,424
3,104
—
2,062
3,562
5,624
352
1998
03/15
(o)
35
Marion, NC
—
1,712
5,317
—
—
1,712
5,317
7,029
753
2003
06/15
25
Syracuse, NY
—
1,070
8,573
—
—
1,070
8,573
9,643
1,012
2001
06/15
30
Jackson, MS
—
1,690
4,241
—
—
1,690
4,241
5,931
358
2015
08/15
40
Davenport, IA
—
1,535
4,498
—
—
1,535
4,498
6,033
244
1992
05/17
30
Thornburg, VA
—
1,698
3,860
—
—
1,698
3,860
5,558
251
1989
05/17
25
Anderson, CA
—
763
2,450
—
—
763
2,450
3,213
3
2004
12/18
30
Apollo, PA
—
303
2,324
—
—
303
2,324
2,627
3
2015
12/18
35
Bartow, FL
—
1,005
4,573
—
—
1,005
4,573
5,578
6
2001
12/18
30
Dothan, AL
—
1,245
3,337
—
—
1,245
3,337
4,582
6
1991
12/18
25
Greenwood, IN
—
2,170
4,323
—
—
2,170
4,323
6,493
7
1990
12/18
25
Lubbock, TX
—
512
1,314
—
—
512
1,314
1,826
2
1985
12/18
25
Newport News, VA
—
2,697
4,342
—
—
2,697
4,342
7,039
6
2004
12/18
30
Oklahoma City, OK
—
635
4,378
—
—
635
4,378
5,013
6
2012
12/18
30
Captain D's:
Tupelo, MS
—
360
517
—
—
360
517
877
67
1999
02/15
30
Ft. Worth, TX
—
254
563
—
—
254
563
817
107
1982
03/15
20
Kingsland, GA
—
570
—
844
—
570
844
1,414
62
2015
09/15
(m)
40
Dothan, AL
—
159
1,075
—
—
159
1,075
1,234
109
1985
12/15
30
Boiling Springs, SC
—
214
—
1,181
—
214
1,181
1,395
83
2003
02/16
(o)
40
Hermitage, TN
—
546
348
—
—
546
348
894
38
1976
04/16
25
Easley, SC
—
690
—
794
—
690
794
1,484
42
2016
06/16
(m)
40
Augusta, GA
—
573
869
—
—
573
869
1,442
77
1986
10/16
25
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:
Augusta, GA
—
227
1,136
—
—
227
1,136
1,363
100
1993
10/16
25
Augusta, GA
—
296
1,274
—
—
296
1,274
1,570
80
2014
10/16
35
Augusta, GA
—
288
268
—
—
288
268
556
24
1985
10/16
25
Eastman, GA
—
228
693
—
—
228
693
921
61
1987
10/16
25
Fort Valley, GA
—
208
841
—
—
208
841
1,049
46
1987
10/16
40
Macon, GA
—
237
1,303
—
—
237
1,303
1,540
115
1982
10/16
25
Perry, GA
—
247
1,353
—
—
247
1,353
1,600
119
1972
10/16
25
Baton Rouge, LA
—
890
—
864
—
890
864
1,754
33
2017
12/16
40
Columbia, SC
—
252
756
—
—
252
756
1,008
59
1976
01/17
25
Canton, GA
—
456
753
—
—
456
753
1,209
54
1984
03/17
25
Milwaukee, WI
—
300
—
938
—
300
938
1,238
27
1977
03/17
(o)
30
Lugoff, SC
—
255
963
—
—
255
963
1,218
55
2003
04/17
30
North Augusta, SC
—
265
1,060
—
—
265
1,060
1,325
60
1993
04/17
30
Orangeburg, SC
—
343
1,588
—
—
343
1,588
1,931
109
1988
04/17
25
Sumter, SC
—
403
717
—
—
403
717
1,120
41
2006
04/17
30
Crestview, FL
—
383
874
—
—
383
874
1,257
48
1989
08/17
25
Cardenas Markets:
Palo Alto, CA
—
2,272
3,405
28
—
2,272
3,433
5,705
1,693
1998
12/98
(f)
40
Carl's Jr.:
Spokane, WA (n)
—
471
530
—
—
471
530
1,001
226
1996
12/01
40
Tucson, AZ
—
681
536
103
—
681
639
1,320
639
1988
06/05
10
CarQuest:
Anaconda, MT
—
35
307
—
—
35
307
342
124
1965
12/10
20
Ann Arbor, MI (n)
—
25
241
—
—
25
241
266
97
1970
12/10
20
Appleton, WI
—
85
438
—
—
85
438
523
117
1995
12/10
30
Baker, MT
—
12
140
—
—
12
140
152
56
1965
12/10
20
Bakersfield, CA
—
77
484
—
—
32
484
516
194
1945
12/10
20
Bangor, ME (n)
—
53
356
—
—
53
356
409
191
1945
12/10
15
Bay City, MI
—
14
100
—
—
14
100
114
54
1942
12/10
15
Bay City, MI
—
41
282
—
—
41
282
323
91
1989
12/10
25
Bend, OR (n)
—
125
245
—
—
125
245
370
132
1935
12/10
15
Billings, MT
—
31
188
—
—
31
188
219
60
1970
12/10
25
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:
Bozeman, MT
—
28
257
—
—
28
257
285
103
1964
12/10
20
Burlington, NC (n)
—
47
229
—
—
47
229
276
61
1994
12/10
30
Cody, WY
—
146
253
—
—
96
253
349
68
1999
12/10
30
Colstrip, MT
—
39
275
—
—
39
275
314
88
1981
12/10
25
Connersville, IN
—
28
171
—
—
28
171
199
92
1920
12/10
15
Corapolis, PA
—
74
316
—
—
74
316
390
127
1980
12/10
20
Cut Bank, MT
—
9
115
—
—
9
115
124
46
1937
12/10
20
Dillon, MT
—
24
204
—
—
24
204
228
82
1973
12/10
20
Enterprise, AL (n)
—
25
184
—
—
25
184
209
59
1988
12/10
25
Evansville, IN
—
60
301
—
—
60
301
361
97
1980
12/10
25
Fairbanks, AK
—
292
545
—
—
292
545
837
125
2003
12/10
35
Glasgow, MT
—
48
275
—
—
48
275
323
110
1972
12/10
20
Great Falls, MT
—
17
173
—
—
17
173
190
69
1967
12/10
20
Hamilton, MT
—
24
242
—
—
24
242
266
78
1991
12/10
25
Harlem, MT
—
17
116
—
—
17
116
133
37
1983
12/10
25
Helena, MT
—
31
282
—
—
31
282
313
91
1987
12/10
25
Kalispell, MT
—
59
645
—
—
59
645
704
173
1998
12/10
30
Lafayette, LA
—
51
357
—
—
51
357
408
96
1996
12/10
30
Lewistown, MT
—
19
180
—
—
19
180
199
58
1964
12/10
25
Livingston, MT
—
34
261
—
—
34
261
295
105
1976
12/10
20
Lufkin, TX (n)
—
94
229
—
—
94
229
323
92
1986
12/10
20
Malta, MT
—
19
181
—
—
19
181
200
58
1976
12/10
25
Memphis, TN
—
38
199
—
—
38
199
237
64
1987
12/10
25
Metamora, IL
—
69
292
—
—
69
292
361
78
1996
12/10
30
Midland, MI
—
44
336
—
—
44
336
380
90
1986
12/10
30
Muskegon, MI
—
38
257
—
—
38
257
295
69
1990
12/10
30
Nicholasville, KY (n)
—
54
241
—
—
54
241
295
77
1988
12/10
25
Olathe, KS
—
78
235
—
—
78
235
313
126
1950
12/10
15
Oshkosh, WI
—
99
224
—
—
99
224
323
60
1999
12/10
30
Overland, MO
—
68
370
—
—
68
370
438
149
1961
12/10
20
Owosso, MI (n)
—
50
264
—
—
50
264
314
85
1986
12/10
25
Pearl, MS
—
43
195
—
—
43
195
238
52
1989
12/10
30
Powell, WY
—
37
182
—
—
37
182
219
58
1978
12/10
25
Riverton, WY
—
99
300
—
—
99
300
399
97
1978
12/10
25
Roundup, MT
—
23
205
—
—
23
205
228
82
1972
12/10
20
Sheboygan, WI
—
77
370
—
—
77
370
447
85
2007
12/10
35
Shelby, MT
—
20
208
—
—
20
208
228
83
1976
12/10
20
Sidney, MT (n)
—
42
395
—
—
42
395
437
159
1962
12/10
20
Spartanburg, SC
—
53
252
—
—
53
252
305
81
1972
12/10
25
Sulphur, LA (n)
—
31
216
—
—
31
216
247
87
1984
12/10
20
Wasilla, AK
—
227
504
—
—
227
504
731
116
2002
12/10
35
Waynesboro, MS
—
15
71
—
—
15
71
86
38
1962
12/10
15
Whitefish, MT
—
30
227
—
—
30
227
257
61
1993
12/10
30
Williston, ND
—
35
297
—
—
35
297
332
80
1999
12/10
30
Benton Harbor, MI
—
207
160
—
—
207
160
367
63
1978
02/11
20
Caro, MI
—
85
132
—
—
85
132
217
104
1941
02/11
10
Essexville, MI (n)
—
113
113
—
—
113
113
226
45
1974
02/11
20
Mt. Pleasant, MI (n)
—
85
207
—
—
85
207
292
65
1984
02/11
25
Saginaw, MI
—
179
75
—
—
179
75
254
59
1955
02/11
10
Warrenton, VA (n)
—
123
66
—
—
123
66
189
52
1939
02/11
10
Billings, MT
—
66
291
—
—
66
291
357
87
1994
07/11
25
New Castle, IN (n)
—
113
19
—
—
113
19
132
6
1991
07/11
25
Spokane, WA
—
75
56
—
—
75
56
131
21
1955
07/11
20
Chicago, IL
—
90
239
—
—
90
239
329
114
1949
11/11
15
Missoula, MT
—
99
367
—
—
99
367
466
131
1965
11/11
20
Sheridan, WY
—
198
385
—
—
198
385
583
137
1980
11/11
20
Sauk Centre, MN
—
64
85
—
—
64
85
149
24
1958
11/11
25
Watford City, ND
—
31
124
—
—
31
124
155
35
1974
11/11
25
Worland, WY
—
48
193
—
—
48
193
241
65
1949
04/12
20
Anchorage, AK
—
315
92
—
—
315
92
407
30
1971
06/12
20
Havre, MT
—
29
305
—
—
29
305
334
100
1964
06/12
20
San Antonio, TX
—
137
361
—
—
137
361
498
102
1980
05/13
20
San Antonio, TX
—
87
719
—
—
87
719
806
162
1973
05/13
25
Jackson, MS
—
253
—
604
—
253
604
857
76
2013
06/13
(m)
40
Carrabba's:
Canton, MI
—
685
1,687
—
—
685
1,687
2,372
382
2002
03/12
30
Dallas, TX
—
672
1,078
—
—
672
1,078
1,750
244
2000
03/12
30
Gainesville, FL
—
922
1,944
—
—
922
1,944
2,866
440
2001
03/12
30
Jacksonville, FL
—
1,140
1,428
—
—
1,140
1,428
2,568
323
2001
03/12
30
Mason, OH
—
653
2,267
—
—
653
2,267
2,920
513
2000
03/12
30
Maumee, OH
—
525
2,684
—
—
525
2,684
3,209
608
2002
03/12
30
Mobile, AL
—
633
1,909
—
—
633
1,909
2,542
432
2001
03/12
30
Pensacola, FL
—
734
1,854
—
—
734
1,854
2,588
360
2003
03/12
35
Waldorf, MD
—
1,473
2,199
—
—
1,473
2,199
3,672
427
2007
03/12
35
Carvana:
Austin, TX
—
1,045
1,969
—
—
1,045
1,969
3,014
84
2017
04/17
40
Carvers:
Centerville, OH
—
851
1,059
—
—
851
1,059
1,910
451
1986
12/01
40
Cell Pro:
Ridgeland, MS
—
436
523
144
—
436
666
1,102
236
1997
08/06
40
Chair King:
Grapevine, TX
—
1,018
2,067
377
—
1,018
2,444
3,462
1,132
1998
06/98
40
Champps:
Irving, TX
—
1,760
1,724
—
—
1,760
1,724
3,484
735
2000
12/01
40
Charleston Auto Auction:
Moncks Corner, SC
—
1,628
5,911
471
—
1,628
6,383
8,011
682
2000
09/15
(o)
30
Cheddar's Cafe:
Baytown, TX
—
858
2,251
—
—
858
2,251
3,109
453
2010
12/10
40
West Monroe, LA
—
907
2,301
—
—
907
2,301
3,208
458
2010
01/11
40
Selma, TX
—
1,446
—
2,439
—
1,446
2,439
3,885
445
2011
03/11
(m)
40
Jonesboro, AR
—
1,206
—
2,459
—
1,206
2,459
3,665
438
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
362
2013
04/13
(m)
40
Liberty, MO
—
1,313
—
3,140
—
1,313
3,140
4,453
389
2014
07/13
(m)
40
Alcoa, TN
—
1,537
3,003
—
—
1,537
3,003
4,540
132
2010
06/17
35
Asheville, NC
—
1,540
2,785
—
—
1,540
2,785
4,325
143
2006
06/17
30
Charlotte, NC
—
1,326
2,795
—
—
1,326
2,795
4,121
144
2004
06/17
30
Cordova, TN
—
1,869
2,411
—
—
1,869
2,411
4,280
106
2013
06/17
35
Knoxville, TN
—
1,444
3,086
—
—
1,444
3,086
4,530
136
2011
06/17
35
Morgantown, WV
—
1,530
2,966
—
—
1,530
2,966
4,496
131
2011
06/17
35
Triadelphia, WV
—
1,200
3,449
—
—
1,200
3,449
4,649
152
2008
06/17
35
Chili's:
Camden, SC
—
627
1,888
—
—
627
1,888
2,515
627
2005
09/05
40
Milledgeville, GA
—
516
1,997
—
—
516
1,997
2,513
663
2005
09/05
40
Albany, GA
—
615
—
1,984
—
615
1,984
2,599
556
2007
06/07
(m)
40
Statesboro, GA
—
703
—
1,888
—
703
1,888
2,591
525
2007
06/07
(m)
40
Florence, SC
—
889
1,715
—
—
889
1,715
2,604
495
2007
06/07
40
Valdosta, GA
—
716
—
1,871
—
716
1,871
2,587
516
2007
07/07
(m)
40
Tifton, GA
—
454
1,550
—
—
454
1,550
2,004
396
2008
06/08
40
Evans, GA
—
700
—
1,511
—
685
1,511
2,196
373
2009
10/08
(m)
40
Jefferson City, MO
—
305
898
—
—
305
898
1,203
232
2003
12/09
35
Merriam, KS
—
853
981
—
—
853
981
1,834
296
1998
12/09
30
Wichita, KS
—
420
623
—
—
420
623
1,043
188
1995
12/09
30
Hutchinson, KS
—
456
1,794
—
—
456
1,794
2,250
351
2004
02/13
30
Lexington, SC
—
630
1,620
—
—
630
1,620
2,250
272
2008
02/13
35
China 1:
Cohoes, NY
—
16
87
6
—
16
93
109
36
1994
09/04
40
China Garden:
Tucson, AZ
—
827
305
142
—
845
429
1,274
159
1974
12/01
40
Chipotle:
Florissant, MO
—
50
59
170
—
50
228
278
57
2013
04/03
(g)
40
Chuck E. Cheese's:
Mobile, AL
—
340
951
—
—
340
951
1,291
339
1981
11/11
20
Antioch, TN
—
459
1,738
—
—
459
1,738
2,197
516
1982
07/14
15
Huntsville, AL
—
382
1,182
—
—
382
1,182
1,564
263
1960
07/14
20
Saginaw, MI
—
489
1,203
—
—
489
1,203
1,692
268
1981
07/14
20
Albuquerque, NM
—
794
2,126
—
—
794
2,126
2,920
266
2003
08/14
35
Alexandria, LA
—
872
3,291
—
—
872
3,291
4,163
576
1983
08/14
25
Alpharetta, GA
—
2,027
1,743
—
—
2,027
1,743
3,770
254
2001
08/14
30
Atlanta, GA
—
1,313
1,656
—
—
1,313
1,656
2,969
290
1982
08/14
25
Austin, TX
—
852
4,024
—
—
852
4,024
4,876
587
2001
08/14
30
Batavia, IL
—
1,214
2,664
—
—
1,214
2,664
3,878
388
1999
08/14
30
Birmingham, AL
—
627
3,662
—
—
627
3,662
4,289
641
1982
08/14
25
Columbia, SC
—
509
2,655
—
—
509
2,655
3,164
387
1983
08/14
30
Conroe, TX
—
793
3,388
—
—
793
3,388
4,181
494
2001
08/14
30
Cordova, TN
—
1,195
3,055
—
—
1,195
3,055
4,250
446
2002
08/14
30
Denton, TX
—
833
1,245
—
—
833
1,245
2,078
156
2003
08/14
35
El Centro, CA
—
470
2,811
—
—
470
2,811
3,281
351
2005
08/14
35
Englewood, CO
—
911
3,056
—
—
911
3,056
3,967
446
1970
08/14
30
Foothill Ranch, CA
—
1,088
1,391
—
—
1,088
1,391
2,479
203
2003
08/14
30
Ft. Wayne, IN
—
686
3,232
—
—
686
3,232
3,918
471
1985
08/14
30
Garland, TX
—
1,224
2,302
—
—
1,224
2,302
3,526
288
2006
08/14
35
Grand Prairie, TX
—
1,380
4,983
—
—
1,380
4,983
6,363
727
2001
08/14
30
Grapevine, TX
—
1,303
2,135
—
—
1,303
2,135
3,438
311
2002
08/14
30
Greenville, SC
—
764
3,554
—
—
764
3,554
4,318
622
1983
08/14
25
Hickory, NC
—
647
1,686
—
—
647
1,686
2,333
211
2002
08/14
35
Horn Lake, MS
—
960
3,388
—
—
835
3,388
4,223
424
2002
08/14
35
Jacksonville, FL
—
1,038
4,220
—
—
1,038
4,220
5,258
738
1981
08/14
25
Katy, TX
—
960
4,171
—
—
960
4,171
5,131
608
2002
08/14
30
Kennesaw, GA
—
1,332
3,818
—
—
1,332
3,818
5,150
557
1999
08/14
30
Killeen, TX
—
832
4,876
—
—
832
4,876
5,708
609
2004
08/14
35
Lake Charles, LA
—
853
1,539
—
—
853
1,539
2,392
224
2001
08/14
30
Littleton, CO
—
1,234
4,288
—
—
1,234
4,288
5,522
625
1994
08/14
30
Longview, TX
—
314
1,931
—
—
314
1,931
2,245
241
2004
08/14
35
Madison, WI
—
999
1,989
—
—
999
1,989
2,988
348
1982
08/14
25
Miamisburg, OH
—
607
4,416
—
—
607
4,416
5,023
773
1986
08/14
25
Midland, TX
—
588
2,537
—
—
588
2,537
3,125
370
2000
08/14
30
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:
N. Richland Hills, TX
—
588
4,064
—
—
588
4,064
4,652
711
1982
08/14
25
Norcross, GA
—
1,077
2,703
—
—
1,077
2,703
3,780
473
1982
08/14
25
North Charleston, SC
—
1,449
3,319
—
—
1,449
3,319
4,768
484
2003
08/14
30
Oklahoma City, OK
—
499
3,203
—
—
499
3,203
3,702
560
1982
08/14
25
Olathe, KS
—
843
736
—
—
794
736
1,530
107
2002
08/14
30
Racine, WI
—
765
834
—
—
765
834
1,599
122
2000
08/14
30
Roanoke, VA
—
617
4,787
—
—
617
4,787
5,404
838
1983
08/14
25
San Antonio, TX
—
793
4,670
—
—
793
4,670
5,463
817
1990
08/14
25
San Antonio, TX
—
1,371
2,703
—
—
1,371
2,703
4,074
394
2001
08/14
30
Savannah, GA
—
1,469
2,634
—
—
1,469
2,634
4,103
461
1982
08/14
25
Sharonville, OH
—
696
1,597
—
—
696
1,597
2,293
280
1982
08/14
25
Sterling Heights, MI
—
725
2,322
—
—
725
2,322
3,047
339
1994
08/14
30
Sugarland, TX
—
1,107
3,134
—
—
1,107
3,134
4,241
457
2002
08/14
30
Topeka, KS
—
373
619
—
—
373
619
992
90
1990
08/14
30
Virginia Beach, VA
—
1,018
3,848
—
—
1,018
3,848
4,866
673
1984
08/14
25
Wichita Falls, TX
—
323
3,105
—
—
323
3,105
3,428
543
1982
08/14
25
Wichita, KS
—
862
2,850
—
—
862
2,850
3,712
416
1991
08/14
30
Yuma, AZ
—
471
668
—
—
471
668
1,139
83
2004
08/14
35
Chuy's:
Cincinnati, OH
—
1,165
1,322
—
—
1,165
1,322
2,487
237
1996
05/13
30
Cinemark:
Draper, UT
—
1,523
—
4,487
—
1,523
4,487
6,010
855
2011
08/10
(m)
40
Fort Worth, TX
—
2,140
—
7,660
—
2,140
7,660
9,800
1,253
2012
08/11
(o)
40
Cincinnati, OH
—
1,334
—
10,206
—
1,334
10,206
11,540
1,371
2013
09/12
(m)
40
McCandless, PA
—
3,094
—
6,389
—
3,094
6,389
9,483
685
2014
09/13
(m)
40
Marina, CA
—
15
—
5,614
—
15
5,614
5,629
450
2015
08/14
(m)
40
Altoona, IA
—
1,161
—
9,923
—
1,161
9,923
11,084
713
2016
01/15
(m)
40
Abilene, TX
—
1,965
8,235
—
—
1,965
8,235
10,200
283
2017
08/17
40
City Barbeque:
Charlotte, NC
—
576
—
1,594
—
576
1,594
2,170
78
2017
07/16
(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:
Claim Jumper:
Roseville, CA
—
1,557
2,014
—
—
1,557
2,014
3,571
858
2000
12/01
40
Tempe, AZ
—
2,531
2,921
—
—
2,531
2,921
5,452
1,244
2000
12/01
40
Clairton Mini Mart:
Clairton, PA
—
215
701
—
—
215
701
916
363
1986
01/06
25
Cobb Theatre:
Tallahassee, FL
—
1,267
—
18,776
—
1,267
18,776
20,043
215
2018
06/17
(m)
40
Continental Rental:
Lapeer, MI
—
88
633
—
—
88
603
691
175
2007
10/05
40
Cool Crest:
Independence, MO
—
1,838
1,534
75
—
1,838
1,609
3,447
459
1988
05/07
40
Cooper's Hawk:
New Lenox, IL
—
1,328
—
4,913
—
1,328
4,913
6,241
26
2018
07/18
(o)
(k)
CORA Rehabilitation Clinics:
Orlando, FL
—
80
221
—
—
80
221
301
83
2001
02/04
40
Crest Furniture:
Woodbridge, NJ (n)
—
3,750
5,983
—
—
3,750
5,983
9,733
2,387
1994
01/03
40
CrossAmerica:
Antioch, IL
—
261
2,244
—
—
261
2,244
2,505
183
1988
12/16
25
Fox Lake, IL
—
252
1,184
—
—
252
1,184
1,436
81
1997
12/16
30
Grayslake, IL
—
194
924
—
—
194
924
1,118
75
1988
12/16
25
Joliet, IL
—
87
1,418
—
—
87
1,418
1,505
97
2005
12/16
30
Lincolnshire, IL
—
350
1,146
—
—
350
1,146
1,496
117
1984
12/16
20
Loves Park, IL
—
107
829
—
—
107
829
936
56
2000
12/16
30
Markham, IL
—
145
1,483
—
—
145
1,483
1,628
101
2007
12/16
30
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:
Matteson, IL
—
475
1,202
—
—
475
1,202
1,677
82
2001
12/16
30
Orland Park, IL
—
204
1,290
—
—
204
1,290
1,494
105
1992
12/16
25
Richton Park, IL
—
126
1,021
—
—
126
1,021
1,147
52
2005
12/16
40
Rockford, IL
—
136
1,167
—
—
136
1,167
1,303
119
1968
12/16
20
Rockford, IL
—
263
742
—
—
263
742
1,005
50
1997
12/16
30
Rockford, IL
—
97
1,205
—
—
97
1,205
1,302
82
2002
12/16
30
Spring Grove, IL
—
233
1,068
—
—
233
1,068
1,301
109
1987
12/16
20
Wadsworth, IL
—
398
835
—
—
398
835
1,233
57
1997
12/16
30
Wauconda, IL
—
338
2,629
—
—
338
2,629
2,967
215
1991
12/16
25
CSL Plasma:
Homestead, PA
—
384
—
81
—
465
(e)
465
(e)
(e)
02/97
(e)
CVS:
Lafayette, LA
—
968
949
—
—
968
565
1,533
16
1995
01/96
25
Fort Lauderdale, FL
—
3,165
3,319
190
—
3,165
3,509
6,674
1,712
1995
02/96
33
Midwest City, OK
—
673
1,103
—
—
673
1,103
1,776
630
1996
03/96
40
Pantego, TX
—
1,016
1,449
—
—
1,016
1,449
2,465
780
1996
06/97
40
Leavenworth, KS
—
726
—
1,331
—
726
1,331
2,057
683
1998
11/97
(g)
40
Lewisville, TX
—
789
—
1,335
—
789
1,335
2,124
677
1998
04/98
(g)
40
Forest Hill, TX
—
692
—
1,175
—
692
1,175
1,867
598
1998
04/98
(g)
40
Garland, TX
—
1,477
—
1,400
—
1,477
1,400
2,877
705
1998
06/98
(g)
40
Oklahoma City, OK
—
1,581
—
1,471
—
1,581
1,471
3,052
734
1999
08/98
(g)
40
Dallas, TX
—
2,618
—
2,571
—
2,618
2,571
5,189
977
2003
06/99
(g)
40
Gladstone, MO
—
1,851
—
1,740
—
1,851
1,740
3,591
799
2000
12/99
(g)
40
Dairy Queen:
Lubbock, TX
—
313
450
—
—
313
450
763
116
1981
02/15
15
Dave & Buster's:
Hilliard, OH
—
934
4,689
—
—
934
4,689
5,623
1,421
1998
11/06
40
Tulsa, OK
—
1,862
—
2,105
—
1,862
2,105
3,967
524
2009
04/08
(m)
40
Wauwatosa, WI
—
5,694
—
5,638
—
5,694
5,638
11,332
1,239
2010
12/08
(m)
40
Orlando, FL
—
8,114
—
4,224
—
8,114
4,224
12,338
788
2011
06/10
(m)
40
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:
Oklahoma City, OK
—
3,156
—
4,870
—
3,156
4,870
8,026
847
2012
02/11
(m)
40
Dallas, TX
—
5,052
—
8,808
—
5,052
8,808
13,860
1,330
2012
03/12
(m)
40
Livonia, MI
—
2,116
—
7,758
—
2,116
7,758
9,874
978
2013
04/13
(m)
40
Euless, TX
—
2,592
—
7,563
—
2,592
7,563
10,155
685
2015
08/14
(m)
40
Little Rock, AR
—
2,310
5,805
—
—
2,310
5,805
8,115
325
2016
01/17
35
Florence, KY
—
4,700
7,617
—
—
4,700
7,617
12,317
426
2016
01/17
35
Tampa, FL
—
3,354
8,361
—
—
3,354
8,361
11,715
26
2017
11/18
40
DaVita Dialysis:
Columbus, OH
—
527
1,426
—
—
527
1,426
1,953
212
2000
07/14
30
Del Frisco's:
Fort Worth, TX
—
351
5,874
—
—
351
5,874
6,225
2,338
1890
01/11
20
Greenwood Village, CO
—
1,863
5,649
—
—
1,863
5,649
7,512
2,248
1979
01/11
20
Denny's:
Clifton, CO
—
245
732
375
—
245
1,107
1,352
402
1998
12/01
40
Alexandria, VA
—
604
196
—
—
604
196
800
120
1981
09/06
20
Amarillo, TX
—
590
632
—
—
590
632
1,222
388
1982
09/06
20
Arlington Heights, IL
—
470
228
—
—
470
228
698
140
1977
09/06
20
Austintown, OH
—
466
397
—
—
466
397
863
244
1980
09/06
20
Boardman Township, OH
—
497
258
—
—
497
258
755
158
1977
09/06
20
Campbell, CA
—
460
238
—
—
460
238
698
146
1976
09/06
20
Carson, CA
—
1,246
157
—
—
1,246
157
1,403
97
1975
09/06
20
Chehalis, WA
—
415
287
—
—
415
287
702
176
1977
09/06
20
Chubbuck, ID
—
350
394
—
—
344
394
738
242
1983
09/06
20
Clackamas, OR
—
468
407
—
—
468
407
875
250
1993
09/06
20
Collinsville, IL
—
676
283
—
—
676
283
959
174
1979
09/06
20
Corpus Christi, TX (n)
—
345
776
300
—
345
1,076
1,421
642
1980
09/06
20
Dallas, TX
—
497
150
—
—
497
150
647
92
1979
09/06
20
Enfield, CT
—
684
229
—
—
684
229
913
141
1976
09/06
20
Fairfax, VA
—
768
683
—
—
768
683
1,451
420
1979
09/06
20
Federal Way, WA
—
543
193
—
—
543
193
736
118
1977
09/06
20
Florissant, MO
—
443
238
—
—
443
238
681
146
1977
09/06
20
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:
Fort Worth, TX
—
392
314
—
—
392
314
706
193
1974
09/06
20
Hermitage, PA
—
321
420
—
—
321
420
741
258
1980
09/06
20
Houston, TX
—
504
348
—
—
504
348
852
214
1976
09/06
20
Indianapolis, IN
—
231
511
—
—
231
511
742
314
1974
09/06
20
Indianapolis, IN
—
358
767
—
—
358
767
1,125
471
1978
09/06
20
Indianapolis, IN
—
326
511
—
—
326
511
837
314
1978
09/06
20
Indianapolis, IN
—
310
590
—
—
310
590
900
362
1981
09/06
20
Kernersville, NC
—
407
557
—
—
407
557
964
343
2000
09/06
20
Lafayette, IN
—
424
773
—
—
416
773
1,189
475
1978
09/06
20
Laurel, MD
—
528
379
—
—
528
379
907
233
1976
09/06
20
Little Rock, AR
—
703
180
—
—
703
180
883
110
1979
09/06
20
Maplewood, MN
—
630
271
—
—
630
271
901
167
1983
09/06
20
Merrillville, IN
—
368
813
—
—
368
813
1,181
500
1976
09/06
20
N. Miami, FL
—
855
151
—
—
855
151
1,006
93
1977
09/06
20
Nampa, ID
—
357
729
—
—
357
729
1,086
448
1979
09/06
20
North Richland Hills, TX
—
500
130
—
—
500
130
630
80
1970
09/06
20
Omaha, NE
—
496
314
—
—
496
314
810
193
1994
09/06
20
Provo, UT
—
519
216
—
—
513
216
729
133
1978
09/06
20
Raleigh, NC
—
1,094
482
—
—
1,094
482
1,576
296
1984
09/06
20
St. Louis, MO
—
520
266
—
—
520
266
786
163
1973
09/06
20
Sugarland, TX
—
315
334
—
—
293
334
627
205
1997
09/06
20
Tucson, AZ
—
922
290
—
—
922
290
1,212
178
1979
09/06
20
Wethersfield, CT
—
884
176
—
—
884
176
1,060
108
1978
09/06
20
Worcester, MA
—
383
493
—
—
383
493
876
303
1978
09/06
20
Boise, ID
—
514
477
—
—
514
477
991
287
1983
12/06
20
St. Louis, MO
—
635
303
—
—
635
303
938
181
1980
01/07
20
Virginia Gardens, FL
—
793
133
—
—
793
133
926
79
1977
01/07
20
Akron, OH
—
308
1,062
—
—
308
1,062
1,370
196
1992
06/13
30
Moab, UT
—
395
1,432
—
—
395
1,432
1,827
185
2000
02/15
30
Ft Walton Beach, FL
—
274
531
—
—
274
531
805
37
1973
01/17
25
Dickey's Barbeque Pit:
Medina, OH
—
405
464
104
—
370
568
938
221
1996
12/01
40
See accompanying report of independent registered public accounting firm.
F-23
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Dick's Sporting Goods:
Taylor, MI
—
1,920
3,527
—
—
1,920
3,527
5,447
1,966
1996
08/96
40
White Marsh, MD
—
2,681
3,917
—
—
2,681
3,917
6,598
2,183
1996
08/96
40
Dirt Cheap:
Nacogdoches, TX
—
397
1,257
269
—
400
1,524
1,924
651
1997
11/98
40
Doctors of Physical Therapy:
Lapeer, MI
—
63
457
—
—
63
436
499
126
2007
10/05
40
Dollar General:
San Antonio, TX
—
441
784
—
—
441
196
637
33
1993
12/93
30
Memphis, TN
—
266
1,136
46
—
266
1,182
1,448
569
1998
12/97
40
High Springs, FL
—
409
—
1,072
—
432
1,072
1,504
218
2010
07/10
(m)
40
Inverness, FL
—
459
—
1,046
—
471
1,046
1,517
208
2011
08/10
(m)
40
Cocoa, FL
—
385
—
935
—
406
935
1,341
190
2010
08/10
(m)
40
Palm Bay, FL
—
355
—
1,011
—
365
1,011
1,376
203
2010
08/10
(m)
40
Deland, FL
—
585
—
958
—
585
958
1,543
189
2010
11/10
(m)
40
Seffner, FL
—
673
—
1,223
—
446
803
1,249
157
2011
12/10
(m)
40
Hernando, FL
—
372
—
970
—
372
970
1,342
187
2011
01/11
(m)
40
Titusville, FL
—
512
—
1,002
—
512
1,002
1,514
185
2011
04/11
(m)
40
Disputanta, VA
—
170
—
720
—
170
720
890
131
2011
09/11
(o)
40
Lumberton, NC
—
115
—
902
—
115
902
1,017
157
2012
10/11
(m)
40
Newport News, VA
—
363
—
967
—
363
967
1,330
172
2011
10/11
(m)
40
Cumberland, VA
—
317
—
1,147
—
317
1,147
1,464
195
2012
12/11
(m)
40
Aberdeen, NC
—
156
—
821
—
156
821
977
138
2012
01/12
(m)
40
Richmond, VA
—
144
—
863
—
144
863
1,007
139
2012
02/12
(m)
40
Danville, VA
—
155
—
864
—
155
864
1,019
143
2012
03/12
(m)
40
Cascade, VA
—
139
—
806
—
139
806
945
132
2012
03/12
(m)
40
Sanford, NC
—
147
—
834
—
147
834
981
133
2012
04/12
(m)
40
Leland, NC
—
245
—
892
—
245
892
1,137
138
2012
06/12
(m)
40
Sanford, NC
—
206
—
829
—
206
829
1,035
129
2012
07/12
(m)
40
Richmond, VA
—
305
—
902
—
305
902
1,207
138
2012
08/12
(m)
40
Martinsville, VA
—
165
—
831
—
165
831
996
126
2012
09/12
(m)
40
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:
Yerington, NV
—
313
—
1,170
—
313
1,170
1,483
174
2013
09/12
(m)
40
Hawthorne, NV
—
210
1,069
—
—
210
1,069
1,279
162
2012
12/12
40
Norfolk, VA
—
455
—
929
—
455
929
1,384
129
2013
03/13
(m)
40
Suffolk, VA
—
186
—
958
—
186
958
1,144
133
2013
03/13
(m)
40
Suffolk, VA
—
128
—
1,010
—
128
1,010
1,138
136
2013
04/13
(m)
40
Irving, NY
—
210
—
961
—
210
961
1,171
125
2013
06/13
(m)
40
Oakfield, NY
—
257
—
1,108
—
271
1,108
1,379
130
2014
10/13
(m)
40
Holland, NY
—
176
—
1,103
—
176
1,103
1,279
123
2014
12/13
(m)
40
Jeffersonville, IN
—
115
960
—
—
115
960
1,075
134
2010
02/14
35
LaFayette, LA
—
157
378
—
—
157
378
535
67
2002
07/14
25
Youngsville, LA
—
98
370
34
—
98
404
502
66
2002
07/14
25
Daytona Beach Shores, FL
—
459
1,282
—
—
459
1,282
1,741
45
2011
12/17
30
Dollar Tree:
Garland, TX
—
239
626
—
—
239
626
865
274
1994
02/94
40
Homestead, PA
—
256
—
1,964
—
310
1,910
2,220
137
2016
02/97
(g)
40
Marietta, GA
—
525
—
787
—
524
787
1,311
102
1997
12/14
(o)
30
Don Tello's Tex-Mex Grill:
Lithonia, GA
—
923
1,276
27
—
923
1,303
2,226
372
2002
06/07
40
Dr. Clean Dry Cleaners:
Monticello, NY
—
20
72
—
—
20
72
92
25
1996
03/05
40
Driscoll Children's Hospital:
Corpus Christi, TX
—
630
3,131
—
—
630
3,131
3,761
1,549
1982
03/99
40
El Jalapeno:
Indianapolis, IN
—
223
483
79
—
223
562
785
332
1979
09/06
20
Empire Buffet:
Las Cruces, NM
—
947
—
2,390
—
947
2,390
3,337
699
2006
01/06
(m)
40
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:
Express Mart:
Thomasville, NC
—
140
228
—
—
140
228
368
51
1962
07/14
20
Express Oil Change:
Birmingham, AL
—
470
695
—
—
470
695
1,165
188
2008
02/08
(f)
40
Florence, AL
—
110
381
—
—
110
381
491
138
1987
02/08
30
Helena, AL
—
363
628
—
—
363
628
991
171
1998
02/08
40
Muscle Shoals, AL
—
168
624
—
—
168
624
792
226
1985
02/08
30
Opelika, AL
—
547
680
—
—
547
680
1,227
185
2006
02/08
40
Cordova, TN
—
639
785
—
—
639
785
1,424
197
2000
12/08
40
Horn Lake, MS
—
326
611
—
—
326
611
937
175
1998
12/08
35
Lakeland, TN
—
186
489
—
—
186
489
675
123
2000
12/08
40
Memphis, TN
—
402
721
—
—
402
721
1,123
181
2001
12/08
40
Houston, TX
—
651
—
648
—
517
648
1,165
105
2012
02/12
(m)
40
Katy, TX
—
539
—
830
—
539
829
1,368
125
2012
07/12
(m)
40
Chattanooga, TN
—
238
1,756
—
—
238
1,756
1,994
363
1998
10/12
30
Chattanooga, TN
—
239
1,214
—
—
239
1,214
1,453
251
1998
10/12
30
Chattanooga, TN
—
224
173
—
—
224
173
397
36
2001
10/12
30
Cleveland, TN
—
318
1,064
—
—
318
1,064
1,382
189
2004
10/12
35
Fort Oglethorpe, GA
—
241
331
—
—
241
331
572
59
2003
10/12
35
Marietta, GA
—
618
30
—
—
618
30
648
6
1988
12/12
30
Smyrna, GA
—
295
1,092
—
—
295
1,092
1,387
264
1984
12/12
25
Cypress, TX
—
550
—
983
—
550
983
1,533
95
2014
05/14
(m)
40
Boaz, AL
—
205
368
—
—
205
368
573
57
1995
01/15
25
Gadsden, AL
—
116
690
—
—
116
690
806
90
1999
01/15
30
Rainbow City, AL
—
164
653
—
—
164
653
817
103
1992
01/15
25
Seffner, FL
—
155
593
—
—
155
593
748
65
2008
02/15
35
Fayetteville, TN
—
117
860
—
—
117
860
977
106
1998
04/15
30
Huntsville, AL
—
214
710
—
—
214
710
924
105
1995
04/15
25
Huntsville, AL
—
292
526
—
—
292
526
818
65
1995
04/15
30
Madison, AL
—
319
1,006
—
—
319
1,006
1,325
124
1992
04/15
30
Houston, TX
—
576
—
1,120
—
576
1,120
1,696
59
2016
04/16
(m)
40
Tampa, FL
—
718
—
942
—
718
942
1,660
48
2016
06/16
(m)
40
West Point, MS
—
335
—
1,130
—
335
1,130
1,465
48
2017
10/16
(m)
40
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:
Tupelo, MS
—
381
1,641
—
—
381
1,641
2,022
84
2013
03/17
35
Tupelo, MS
—
607
—
1,158
—
607
1,158
1,765
30
2017
03/17
(m)
40
Canton, GA
—
741
—
1,240
—
741
1,240
1,981
22
2018
10/17
(m)
40
Jasper, AL
—
186
879
—
—
186
879
1,065
35
2000
10/17
30
Hurst, TX
—
331
1,397
—
—
331
1,397
1,728
22
2013
06/18
35
Hampton Cove, AL
—
628
—
—
—
628
(e)
628
(e)
(e)
09/18
(m)
(e)
Dyer, IN
—
618
803
—
—
618
803
1,421
5
2013
10/18
35
Hendersonville, TN
—
916
1,656
—
—
916
1,656
2,572
6
2017
11/18
35
Nashville, TN
—
833
1,898
—
—
833
1,898
2,731
7
2014
11/18
35
Spring Hill, TN
—
536
2,570
—
—
536
2,570
3,106
9
2013
11/18
35
Murfreesboro, TN
—
407
2,552
—
—
407
2,552
2,959
13
2001
11/18
25
Murfreesboro, TN
—
417
2,157
—
—
417
2,157
2,574
9
2004
11/18
30
Murfreesboro, TN
—
667
1,594
—
—
667
1,594
2,261
6
2013
11/18
35
Express Wash & Go:
Cohoes, NY
—
27
145
174
—
27
318
345
67
1994
09/04
40
E-Z Mart:
Andrews, TX
—
140
2,623
—
—
140
2,623
2,763
53
2014
04/18
35
Arlington, TX
—
196
1,187
—
—
196
1,187
1,383
34
1982
04/18
25
Ashdown, AR
—
112
2,996
—
—
112
2,996
3,108
61
2015
04/18
35
Broken Arrow, OK
—
93
1,635
—
—
93
1,635
1,728
39
2012
04/18
30
Broken Bow, OK
—
93
2,325
—
—
93
2,325
2,418
66
1964
04/18
25
Broken Bow, OK
—
103
2,315
—
—
103
2,315
2,418
55
1994
04/18
30
Cleburne, TX
—
65
1,663
—
—
65
1,663
1,728
47
1984
04/18
25
Davis, OK
—
37
1,691
—
—
37
1,691
1,728
48
1981
04/18
25
Durant, OK
—
215
1,858
—
—
215
1,858
2,073
44
2000
04/18
30
Durant, OK
—
131
1,598
—
—
131
1,598
1,729
32
2014
04/18
35
Edmond, OK
—
140
898
—
—
140
898
1,038
25
1973
04/18
25
Fayetteville, AR
—
84
1,299
—
—
84
1,299
1,383
37
1979
04/18
25
Foreman, AR
—
65
2,697
—
—
65
2,697
2,762
55
2015
04/18
35
Gladewater, TX
—
28
1,700
—
—
28
1,700
1,728
48
1973
04/18
25
Harrah, OK
—
131
1,598
—
—
131
1,598
1,729
45
1986
04/18
25
Hartshorne, OK
—
28
1,356
—
—
28
1,356
1,384
32
1998
04/18
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:
Hot Springs, AR
—
38
656
—
—
38
656
694
19
1977
04/18
25
Hot Springs, AR
—
823
561
—
—
823
561
1,384
13
2012
04/18
30
Hot Springs, AR
—
449
935
—
—
449
935
1,384
22
1989
04/18
30
Hugo, OK
—
28
1,356
—
—
28
1,356
1,384
38
1985
04/18
25
Idabel, OK
—
93
1,635
—
—
93
1,635
1,728
39
1998
04/18
30
Kilgore, TX
—
327
3,126
—
—
327
3,126
3,453
63
2013
04/18
35
Little Rock, AR
—
356
683
—
—
356
683
1,039
19
1980
04/18
25
Little Rock, AR
—
253
786
—
—
253
786
1,039
22
1981
04/18
25
Longview, TX
—
75
1,309
—
—
75
1,309
1,384
37
1983
04/18
25
Longview, TX
—
112
1,616
—
—
112
1,616
1,728
46
1982
04/18
25
Lubbock, TX
—
150
544
—
—
150
544
694
15
1974
04/18
25
McAlester, OK
—
290
1,094
—
—
290
1,094
1,384
31
1980
04/18
25
Mineral Wells, TX
—
103
1,626
—
—
103
1,626
1,729
38
1999
04/18
30
Monticello, AR
—
215
1,858
—
—
215
1,858
2,073
44
1990
04/18
30
Mountain Home, AR
—
84
955
—
—
84
955
1,039
27
1982
04/18
25
Mountain Home, AR
—
47
992
—
—
47
992
1,039
28
1983
04/18
25
Nash, TX
—
84
1,989
—
—
84
1,989
2,073
47
1994
04/18
30
Paris, TX
—
56
1,327
—
—
56
1,327
1,383
38
1980
04/18
25
Pittsburg, TX
—
149
1,579
—
—
149
1,579
1,728
37
1998
04/18
30
Queen City, TX
—
168
2,595
—
—
168
2,595
2,763
53
2016
04/18
35
Red Oak, OK
—
168
1,905
—
—
168
1,905
2,073
45
2012
04/18
30
Spiro, OK
—
103
1,970
—
—
103
1,970
2,073
56
1985
04/18
25
Springdale, AR
—
169
525
—
—
169
525
694
15
1974
04/18
25
Springdale, AR
—
122
572
—
—
122
572
694
16
1969
04/18
25
Sulphur Springs, TX
—
65
1,318
—
—
65
1,318
1,383
37
1981
04/18
25
Talihina, OK
—
234
1,150
—
—
234
1,150
1,384
33
1975
04/18
25
Texarkana, AR
—
47
1,337
—
—
47
1,337
1,384
38
1986
04/18
25
Texarkana, AR
—
159
1,914
—
—
159
1,914
2,073
54
1975
04/18
25
Texarkana, AR
—
56
1,672
—
—
56
1,672
1,728
39
1998
04/18
30
Texarkana, AR
—
93
1,290
—
—
93
1,290
1,383
37
1974
04/18
25
Texarkana, AR
—
159
2,604
—
—
159
2,604
2,763
61
1994
04/18
30
Texarkana, TX
—
112
2,996
—
—
112
2,996
3,108
71
2001
04/18
30
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:
Family Dollar:
Albany, NY
—
34
824
—
—
34
824
858
294
1992
09/04
40
Cohoes, NY
—
140
753
49
—
140
802
942
316
1994
09/04
40
Hudson Falls, NY
—
51
380
625
—
187
869
1,056
214
1993
09/04
40
Monticello, NY
—
96
352
—
—
96
352
448
121
1996
03/05
40
Richmond, TX
—
366
1,059
—
—
366
1,059
1,425
147
2012
02/14
35
Spring, TX
—
199
1,152
—
—
199
1,152
1,351
160
2012
02/14
35
Bartlesville, OK
—
110
445
—
—
110
445
555
79
2001
07/14
25
Huntsville, AL
—
141
596
—
—
141
596
737
89
2005
07/14
30
Tulsa, OK
—
70
519
34
—
103
519
622
94
2001
07/14
25
Famous Footwear:
Lapeer, MI
—
163
835
—
—
163
812
975
231
2007
10/05
40
Famsa:
Harlingen, TX
—
317
756
170
—
317
926
1,243
402
1999
11/98
(f)
40
Ferguson:
Destin, FL
—
554
1,012
253
—
554
1,265
1,819
365
2006
03/07
40
Union City, GA
—
144
1,260
—
—
144
1,260
1,404
275
2010
05/11
35
Fikes Wholesale:
Belton, TX
—
722
1,814
—
—
722
1,814
2,536
382
2007
08/11
35
Godley, TX
—
1,453
2,084
—
—
1,453
2,084
3,537
439
2008
08/11
35
Killeen, TX
—
1,302
2,514
—
—
1,302
2,514
3,816
530
2008
08/11
35
Killeen, TX
—
1,053
833
—
—
1,053
833
1,886
175
2007
08/11
35
McGregor, TX
—
511
1,484
—
—
511
1,484
1,995
313
2006
08/11
35
Thorndale, TX
—
331
984
—
—
331
984
1,315
207
2007
08/11
35
Valley Mills, TX
—
711
2,114
—
—
711
2,114
2,825
446
2006
08/11
35
West, TX
—
402
864
—
—
402
864
1,266
212
1999
08/11
30
Gladewater, TX
—
145
2,107
—
—
145
2,107
2,252
258
2007
09/14
35
Hearne, TX
—
68
2,184
—
—
68
2,184
2,252
312
1996
09/14
30
Jarrell, TX
—
541
2,965
—
—
541
2,965
3,506
364
2009
09/14
35
Killeen, TX
—
628
2,878
—
—
628
2,878
3,506
353
2013
09/14
35
Liberty Hill, TX
—
203
3,303
—
—
202
3,303
3,505
405
2013
09/14
35
Rosebud, TX
—
58
1,847
—
—
58
1,847
1,905
226
2012
09/14
35
Temple, TX (n)
—
1,052
3,302
—
—
1,052
3,302
4,354
405
2012
09/14
35
Waco, TX
—
1,400
2,106
—
—
1,400
2,106
3,506
301
1997
09/14
30
Claude, TX
—
193
3,728
—
—
193
3,728
3,921
324
2013
12/15
35
Covington, TX
—
164
2,512
—
—
164
2,512
2,676
255
2001
12/15
30
Hamilton, TX
—
97
2,175
—
—
97
2,175
2,272
265
1987
12/15
25
Lott, TX
—
135
3,236
—
—
135
3,236
3,371
281
2013
12/15
35
Salado, TX
—
715
3,206
—
—
715
3,206
3,921
279
2014
12/15
35
Temple, TX
—
77
2,291
—
—
77
2,291
2,368
199
2012
12/15
35
Vernon, TX
—
154
5,850
—
—
154
5,850
6,004
445
2015
12/15
40
Milton, FL
—
1,498
—
3,568
—
1,498
3,568
5,066
182
2016
04/16
(m)
40
Giddings, TX
—
845
—
5,219
—
845
5,219
6,064
201
2017
11/16
(m)
40
Daphne, AL
—
1,411
1,247
—
—
1,411
1,247
2,658
85
2006
12/16
30
Foley, AL
—
783
1,721
—
—
783
1,721
2,504
88
2007
12/16
40
Belton, TX
—
415
3,391
—
—
415
3,391
3,806
166
2016
01/17
40
Hewitt, TX
—
747
—
3,233
—
747
3,233
3,980
84
2017
01/17
(m)
40
First Cash Pawn:
Alice, TX
—
318
578
—
—
318
578
896
246
1995
12/01
40
Five Below:
Florissant, MO
—
249
294
849
—
250
1,142
1,392
283
1996
04/03
(g)
40
Five Guys Burgers and Fries:
Middleburg Heights, OH
—
497
260
250
—
497
510
1,007
264
1976
09/06
20
Flash Markets:
Lebanon, TN
—
582
—
2,063
—
582
2,063
2,645
561
2007
03/07
(m)
40
Fleming's:
Akron, OH
—
475
3,140
—
—
475
3,140
3,615
609
2005
03/12
35
Floor & Decor:
Knoxville, TN
—
2,364
—
7,879
—
2,364
7,879
10,243
583
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
506
1975
06/07
15
Brownsboro, TX
—
328
385
—
—
328
385
713
148
1990
06/07
30
Flint, TX
—
272
411
—
—
272
411
683
190
1985
06/07
25
Forney, TX
—
545
707
—
—
545
707
1,252
272
1989
06/07
30
Forney, TX
—
473
654
—
—
473
654
1,127
251
1990
06/07
30
Gun Barrel City, TX
—
270
386
—
—
270
386
656
178
1986
06/07
25
Gun Barrel City, TX
—
242
467
—
—
242
467
709
216
1988
06/07
25
Jacksonville, TX
—
660
632
—
—
660
632
1,292
486
1976
06/07
15
Kemp, TX
—
581
505
—
—
581
505
1,086
233
1986
06/07
25
Longview, TX
—
426
382
—
—
426
382
808
176
1984
06/07
25
Longview, TX
—
271
431
—
—
271
431
702
166
1990
06/07
30
Longview, TX
—
252
304
—
—
252
304
556
140
1983
06/07
25
Longview, TX
—
360
535
—
—
360
535
895
247
1983
06/07
25
Longview, TX
—
403
572
—
—
403
572
975
264
1985
06/07
25
Mabank, TX
—
229
494
—
—
229
494
723
228
1986
06/07
25
Mt. Vernon, TX
—
292
666
2,800
—
292
2,800
3,092
400
2013
06/07
(m)
40
Tyler, TX
—
323
283
—
—
323
283
606
163
1978
06/07
20
Tyler, TX
—
488
831
—
—
488
831
1,319
480
1980
06/07
20
Tyler, TX
—
742
546
—
—
742
546
1,288
252
1985
06/07
25
Tyler, TX
—
542
403
—
—
481
403
884
186
1984
06/07
25
Tyler, TX
—
188
329
—
—
188
329
517
152
1984
06/07
25
Tyler, TX
—
316
545
—
—
316
545
861
210
1989
06/07
30
Fort Ticonderoga:
Ticonderoga, NY
—
89
689
60
—
89
749
838
259
1993
09/04
40
Fresenius Medical Care:
Houston, TX
—
422
1,915
510
—
422
2,425
2,847
766
1995
08/06
40
Rockford, MI
—
226
1,404
—
—
226
1,404
1,630
209
2002
07/14
30
Fresh Market:
Gainesville, FL
—
317
1,248
656
—
317
1,904
2,221
668
1982
03/99
40
Frisch's Big Boy:
Batavia, OH
—
319
2,637
150
—
319
2,787
3,106
298
1995
08/15
30
Bethel, OH
—
242
2,512
150
—
242
2,662
2,904
340
1982
08/15
25
Burlington, KY
—
589
2,357
—
—
589
2,357
2,946
265
1995
08/15
30
Cincinnati, OH
—
734
1,768
150
—
734
1,918
2,652
240
1991
08/15
25
Cincinnati, OH
—
976
1,806
—
—
976
1,806
2,782
174
2011
08/15
35
Cincinnati, OH
—
695
2,173
150
—
695
2,323
3,018
246
1982
08/15
30
Cincinnati, OH
—
638
1,845
150
—
638
1,995
2,633
249
1993
08/15
25
Cincinnati, OH
—
271
939
—
—
271
939
1,210
127
1994
08/15
25
Cincinnati, OH
—
183
3,283
150
—
183
3,433
3,616
445
1980
08/15
25
Cincinnati, OH
—
290
3,100
150
—
290
3,250
3,540
421
1985
08/15
25
Cincinnati, OH
—
319
2,753
150
—
319
2,903
3,222
310
2007
08/15
30
Cincinnati, OH
—
445
929
—
—
445
929
1,374
104
2005
08/15
30
Cincinnati, OH
—
435
3,457
150
—
435
3,607
4,042
469
1970
08/15
25
Cincinnati, OH
—
754
1,044
—
—
754
1,044
1,798
117
1997
08/15
30
Cincinnati, OH
—
329
1,672
—
—
329
1,672
2,001
226
1988
08/15
25
Cincinnati, OH
—
300
1,952
—
—
300
1,952
2,252
264
1990
08/15
25
Cincinnati, OH
—
657
1,874
150
—
654
2,024
2,678
254
1986
08/15
25
Cincinnati, OH
—
541
1,981
150
—
541
2,131
2,672
269
1964
08/15
25
Cincinnati, OH
—
782
1,961
150
—
782
2,111
2,893
267
1973
08/15
25
Cincinnati, OH
—
387
1,865
—
—
387
1,865
2,252
210
1996
08/15
30
Cold Spring, KY
—
763
2,144
150
—
763
2,294
3,057
243
1993
08/15
30
Covington, KY
—
522
2,444
150
—
522
2,594
3,116
276
1991
08/15
30
Dayton, OH
—
464
2,029
—
—
464
2,029
2,493
228
1988
08/15
30
Dayton, OH
—
407
349
—
—
407
349
756
34
2010
08/15
35
Dayton, OH
—
445
1,276
—
—
445
1,276
1,721
123
2008
08/15
35
Dayton, OH
—
589
1,662
—
—
589
1,662
2,251
187
2006
08/15
30
Dayton, OH
—
261
1,392
—
—
261
1,392
1,653
188
1985
08/15
25
Dayton, OH
—
348
1,633
—
—
348
1,633
1,981
221
1990
08/15
25
Eaton, OH
—
319
1,267
—
—
319
1,267
1,586
171
1992
08/15
25
Englewood, OH
—
348
1,846
—
—
348
1,846
2,194
249
1976
08/15
25
Erlanger, KY
—
425
1,740
—
—
425
1,740
2,165
235
1991
08/15
25
Fairborn, OH
—
348
1,305
—
—
348
1,305
1,653
147
1989
08/15
30
Fairfield, OH
—
580
1,556
150
—
580
1,706
2,286
212
1976
08/15
25
Florence, KY
—
860
1,903
150
—
860
2,053
2,913
257
1986
08/15
25
Florence, KY
—
850
1,971
150
—
850
2,121
2,971
222
2001
08/15
30
Fort Mitchell, KY
—
792
3,051
150
—
792
3,201
3,993
345
1988
08/15
30
Franklin, OH
—
415
2,425
150
—
415
2,575
2,990
273
1987
08/15
30
Franklin, OH
—
406
1,749
150
—
406
1,899
2,305
238
1977
08/15
25
Gahanna, OH
—
389
165
—
—
389
165
554
19
1994
08/15
30
Greensburg, IN
—
464
1,575
150
—
464
1,726
2,190
177
1990
08/15
30
Grove City, OH
—
406
1,846
—
—
406
1,846
2,252
208
1993
08/15
30
Groveport, OH
—
145
1,084
—
—
145
1,084
1,229
122
1992
08/15
30
Hamilton, OH
—
560
1,894
—
—
560
1,894
2,454
213
2009
08/15
30
Hamilton, OH
—
310
1,045
—
—
310
1,045
1,355
141
1968
08/15
25
Harrison, OH
—
338
2,685
—
—
338
2,685
3,023
302
1989
08/15
30
Heath, OH
—
939
348
—
—
939
348
1,287
34
2011
08/15
35
Hillsboro, OH
—
502
2,926
150
—
502
3,076
3,578
396
1980
08/15
25
Independence, KY
—
657
1,816
—
—
657
1,816
2,473
204
2009
08/15
30
Lancaster, OH
—
570
1,604
—
—
570
1,604
2,174
180
1992
08/15
30
Lawrenceburg, IN
—
550
3,071
—
—
550
3,071
3,621
296
2010
08/15
35
Lebanon, OH
—
560
2,550
150
—
560
2,700
3,260
287
2006
08/15
30
Lexington, KY
—
734
1,382
—
—
734
1,382
2,116
133
2013
08/15
35
Lexington, KY
—
647
2,289
150
—
647
2,439
3,086
310
1976
08/15
25
Louisville, KY
—
891
97
—
—
891
97
988
11
1994
08/15
30
Louisville, KY
—
628
1,691
150
—
628
1,841
2,469
192
1990
08/15
30
Loveland, OH
—
184
1,740
—
—
184
1,740
1,924
196
1990
08/15
30
Loveland, OH
—
241
2,666
150
—
241
2,816
3,057
362
1980
08/15
25
Marysville, OH
—
281
823
—
—
281
823
1,104
93
1993
08/15
30
Mason, OH
—
531
1,981
150
—
531
2,131
2,662
269
1987
08/15
25
Maysville, KY
—
454
3,119
175
—
479
3,269
3,748
423
1992
08/15
25
Miamisburg, OH
—
551
1,701
—
—
551
1,701
2,252
230
1970
08/15
25
Middletown, OH
—
155
1,952
150
—
155
2,102
2,257
265
1966
08/15
25
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:
Middletown, OH
—
823
310
—
—
823
310
1,133
30
2013
08/15
35
Milford, OH
—
309
1,942
150
—
309
2,092
2,401
264
1960
08/15
25
New Albany, IN
—
493
1,238
—
—
493
1,238
1,731
139
1995
08/15
30
Shepherdsville, KY
—
793
1,092
—
—
793
1,092
1,885
123
2009
08/15
30
Springfield, OH
—
560
1,691
—
—
560
1,691
2,251
190
2007
08/15
30
Tipp City, OH
—
503
919
—
—
503
919
1,422
103
1996
08/15
30
Troy, OH
—
445
1,807
—
—
445
1,807
2,252
203
1987
08/15
30
Urbana, OH
—
252
1,142
—
—
252
1,142
1,394
154
1991
08/15
25
Washington, OH
—
300
1,672
150
—
300
1,822
2,122
189
1990
08/15
30
Wilmington, OH
—
377
2,502
150
—
377
2,652
3,029
338
1973
08/15
25
Winchester, KY
—
348
1,325
—
—
348
1,325
1,673
149
2008
08/15
30
Xenia, OH
—
261
2,299
—
—
261
2,299
2,560
259
1986
08/15
30
Fuel Up:
Chambersburg, PA
—
76
197
—
—
76
197
273
132
1990
08/05
20
Fuel-On:
Bloomsburg, PA
—
541
146
—
—
541
146
687
98
1967
08/05
20
Emporium, PA
—
380
569
—
—
380
569
949
380
1996
08/05
20
Johnsonburg, PA
—
781
504
—
—
781
504
1,285
337
1978
08/05
20
St. Mary's, PA
—
274
261
—
—
274
261
535
175
1979
08/05
20
Danville, PA
—
180
359
—
—
180
359
539
116
1988
01/06
40
Houtzdale, PA
—
541
500
—
—
356
—
356
—
1977
01/06
15
Pittsburgh, PA
—
905
1,346
—
—
905
1,346
2,251
436
1967
01/06
40
Zelienople, PA
—
160
437
—
—
160
437
597
142
1988
01/06
40
Fuji Japanese Steakhouse:
Farmington, NM
—
2,757
—
773
—
2,757
773
3,530
198
2003
12/07
(o)
40
Furniture Bank:
Columbus, OH
—
1,596
934
239
—
1,605
1,165
2,770
363
1970
11/04
(o)
40
Furr's Family Dining:
Moore, OK
—
939
—
2,429
—
939
2,429
3,368
681
2007
03/07
(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:
Arlington, TX
—
1,061
—
1,594
—
1,061
1,594
2,655
327
2010
04/10
(m)
40
McAllen, TX
—
520
1,700
—
—
520
1,700
2,220
399
2004
12/11
30
Gander Outdoors:
Amarillo, TX
—
1,514
5,781
3,884
—
4,581
6,555
11,136
2,057
2004
11/04
(m)
40
DeForest, WI
—
2,798
10,953
3,303
—
2,787
14,216
17,003
3,086
2008
09/10
(m)
35
Springfield, IL
—
1,717
7,622
2,666
—
3,739
8,266
12,005
1,807
2009
09/10
(m)
35
Onalaska, WI
—
1,963
—
7,417
—
1,733
7,417
9,150
1,322
2011
10/10
(m)
40
Ocala, FL
—
3,315
8,908
645
—
3,315
9,553
12,868
2,106
2008
10/10
(m)
35
Bowling Green, KY
—
1,777
7,319
713
—
1,777
8,032
9,809
1,567
2007
07/11
(m)
35
Roanoke, VA
—
1,769
8,120
738
—
1,769
8,858
10,627
1,742
2008
07/11
(m)
35
Greenfield, IN
—
878
—
6,695
—
878
6,695
7,573
717
2014
12/13
(m)
40
Lakeville, MN
—
3,243
11,191
609
—
3,243
11,800
15,043
1,430
2003
03/15
(o)
30
Chesterfield, MO
—
3,424
—
8,300
—
3,424
8,300
11,724
616
2015
06/15
(m)
40
Gate Petroleum:
Concord, NC
—
852
1,201
—
—
852
1,201
2,053
407
2001
06/05
40
Rocky Mount, NC
—
259
1,164
—
—
259
1,164
1,423
394
2000
06/05
40
Gerber Collision:
Garner, NC
—
352
1,056
—
—
352
1,056
1,408
306
1972
03/13
20
Estero, FL
—
839
—
2,135
—
839
2,135
2,974
222
2015
10/14
(m)
30
Woodstock, GA
—
328
1,291
—
—
328
1,291
1,619
178
1990
11/14
30
Roswell, GA
—
958
—
1,920
—
961
1,920
2,881
292
2015
12/14
(m)
25
Tucson, AZ
—
242
1,518
—
—
242
1,518
1,760
201
2002
01/15
30
Tucson, AZ
—
330
1,746
—
—
330
1,746
2,076
197
2008
01/15
35
Global:
Augusta, ME
—
234
1,384
—
—
234
1,384
1,618
141
1987
06/16
25
Bedford, NH
—
332
907
—
—
332
907
1,239
92
1980
06/16
25
Bridgeport, CT
—
331
1,762
—
—
331
1,762
2,093
179
1979
06/16
25
Derry, NH
—
176
1,044
—
—
176
1,044
1,220
106
1987
06/16
25
Dover, NH
—
497
926
—
—
497
926
1,423
78
2004
06/16
30
Epping, NH
—
798
1,363
—
—
798
1,363
2,161
115
1998
06/16
30
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:
Exeter, NH
—
593
3,258
—
—
593
3,258
3,851
276
2001
06/16
30
Fitzwilliam, NH
—
146
2,404
—
—
146
2,404
2,550
244
1993
06/16
25
Gardner, MA
—
88
2,764
—
—
88
2,764
2,852
281
1968
06/16
25
Hanover, MA
—
380
1,131
—
—
380
1,131
1,511
115
1991
06/16
25
Johnston, RI
—
478
1,082
—
—
478
1,082
1,560
110
1992
06/16
25
Manchester, CT
—
584
1,869
—
—
584
1,869
2,453
190
1983
06/16
25
Middleton, MA
—
331
1,694
—
—
331
1,694
2,025
144
2001
06/16
30
Milford, MA
—
642
1,869
—
—
642
1,869
2,511
190
1972
06/16
25
Nashua, NH
—
351
1,160
—
—
351
1,160
1,511
118
1991
06/16
25
North Easton, MA
—
1,293
2,917
—
—
1,293
2,917
4,210
247
2005
06/16
30
Portland, ME
—
361
732
—
—
361
732
1,093
74
1987
06/16
25
Saugus, MA
—
885
3,209
—
—
885
3,209
4,094
272
1997
06/16
30
Scarborough, ME
—
662
1,393
—
—
662
1,393
2,055
118
1998
06/16
30
Tewksbury, MA
—
449
839
—
—
449
839
1,288
71
2000
06/16
30
Townsend, MA
—
195
1,695
—
—
195
1,695
1,890
172
1983
06/16
25
Waltham, MA
—
467
1,995
—
—
467
1,995
2,462
203
1983
06/16
25
Warwick, RI
—
633
1,120
—
—
633
1,120
1,753
95
2004
06/16
30
Waterville, ME
—
49
1,112
—
—
49
1,112
1,161
113
1987
06/16
25
Westerly, RI
—
351
1,830
—
—
351
1,830
2,181
186
1989
06/16
25
Westerly, RI
—
506
2,141
—
—
506
2,141
2,647
181
1998
06/16
30
Westford, MA
—
448
1,072
—
—
448
1,072
1,520
91
1998
06/16
30
Weymouth, MA
—
214
1,802
—
—
214
1,802
2,016
183
1960
06/16
25
Wyoming, RI
—
409
1,276
—
—
409
1,276
1,685
108
1999
06/16
30
York, ME
—
175
2,812
—
—
175
2,812
2,987
286
1990
06/16
25
Golden Corral:
Lake Placid, FL
—
115
305
54
—
115
359
474
347
1985
05/85
35
Tampa, FL
—
1,188
1,339
—
—
1,188
1,339
2,527
570
1998
12/01
40
Temple Terrace, FL
—
1,330
1,391
—
—
1,330
1,391
2,721
592
1997
12/01
40
Davenport, IA
—
923
2,122
—
—
923
2,122
3,045
235
1998
02/15
35
Orange Park, FL
—
1,074
1,794
—
—
1,074
1,794
2,868
232
1995
02/15
30
Pensacola, FL
—
1,344
3,212
—
—
1,344
3,212
4,556
356
1999
02/15
35
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:
Goodwill:
Sealy, TX
—
612
675
655
—
612
1,330
1,942
487
1982
03/99
40
Fort Worth, TX
—
988
2,368
32
—
988
2,401
3,389
825
1997
02/05
40
Goodyear Truck & Tire:
Anthony, TX
—
(l)
1,242
6
—
(l)
1,248
1,248
357
2007
02/07
40
Beaverdam, OH
—
(l)
1,521
—
—
(l)
1,521
1,521
442
2004
05/07
40
Benton, AR
—
(l)
309
—
—
(l)
309
309
88
2001
05/07
40
Bowman, SC
—
(l)
969
—
—
(l)
969
969
322
1998
05/07
35
Dalton, GA
—
(l)
1,541
—
—
(l)
1,541
1,541
448
2004
05/07
40
Dandridge, TN
—
(l)
1,030
—
—
(l)
1,030
1,030
342
1989
05/07
35
Franklin, OH
—
(l)
563
—
—
(l)
563
563
187
1998
05/07
35
Gary, IN
—
(l)
1,486
—
—
(l)
1,486
1,486
432
2004
05/07
40
Georgetown, KY
—
(l)
679
—
—
(l)
679
679
263
1997
05/07
30
Mebane, NC
—
(l)
561
—
—
(l)
561
561
186
1998
05/07
35
Piedmont, SC
—
(l)
567
—
—
(l)
567
567
188
1999
05/07
35
Port Wentworth, GA
—
(l)
552
—
—
(l)
552
552
183
1998
05/07
35
Valdosta, GA
—
(l)
1,477
—
—
(l)
1,477
1,477
429
2004
05/07
40
Temple, GA
—
(l)
1,065
—
—
(l)
1,065
1,065
296
2007
06/07
40
Whiteland, IN
—
(l)
1,471
—
—
(l)
1,471
1,471
421
2004
07/07
40
Urbandale, IA
—
(l)
816
—
—
(l)
816
816
234
1987
07/07
40
Robinson, TX
—
(l)
1,183
—
—
(l)
1,183
1,183
329
2007
07/07
40
Kearney, MO
—
(l)
1,269
—
—
(l)
1,269
1,269
363
2003
07/07
40
Oklahoma City, OK
—
(l)
1,247
—
—
(l)
1,247
1,247
339
2008
08/07
40
Amarillo, TX
—
(l)
1,158
—
—
(l)
1,158
1,158
305
2008
02/08
40
Jackson, MS
—
(l)
1,281
—
—
(l)
1,281
1,281
335
2008
03/08
40
Glendale, KY
—
(l)
1,066
—
—
(l)
1,066
1,066
272
2008
07/08
40
Lebanon, TN
—
(l)
1,331
—
—
(l)
1,331
1,331
334
2008
08/08
(p)
40
Laredo, TX
—
(l)
1,238
—
—
(l)
1,238
1,238
303
2009
11/08
(p)
40
Midland, TX
—
(l)
1,148
—
—
(l)
1,148
1,148
243
2010
04/10
(p)
40
Tuscaloosa, AL
—
(l)
1,002
—
—
(l)
1,002
1,002
201
2010
08/10
(p)
40
Kenly, NC
—
(l)
1,066
—
—
(l)
1,066
1,066
210
2011
11/10
(p)
40
Matthews, MO
—
(l)
1,042
50
—
(l)
1,092
1,092
205
2011
01/11
(p)
40
Baytown, TX
—
(l)
—
1,375
—
(l)
1,375
1,375
254
2011
05/11
(p)
40
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:
Sunbury, OH
—
(l)
—
1,424
—
(l)
1,424
1,424
251
2011
06/11
(p)
40
Greenwood, LA
—
(l)
—
1,291
—
(l)
1,291
1,291
230
2011
06/11
(p)
40
Joplin, MO
—
(l)
—
1,168
—
(l)
1,168
1,168
208
2011
06/11
(p)
40
Winslow, AZ
—
(l)
—
1,613
—
(l)
1,613
1,613
277
2012
09/11
(p)
40
Gulfport, MS
—
(l)
—
1,377
—
(l)
1,377
1,377
231
2012
11/11
(p)
40
Sulphur Springs, TX
—
(l)
—
1,283
—
(l)
1,283
1,283
212
2012
12/11
(p)
40
Walcott, IA
—
(l)
—
1,673
—
(l)
1,673
1,673
131
2015
07/15
(p)
40
S. Beloit, IL
—
(l)
—
1,927
—
(l)
1,927
1,927
138
2016
08/15
(p)
40
Eloy, AZ
—
(l)
—
1,739
—
(l)
1,739
1,739
125
2016
10/15
(p)
40
Gordmans:
Wyoming, MI
—
1,322
—
4,447
—
1,322
4,447
5,769
496
2014
10/13
(m)
40
Saginaw, MI
—
763
—
4,088
—
763
4,088
4,851
456
2014
02/14
(m)
40
Great Clips:
Swansea, IL
—
46
132
157
—
46
290
336
58
1997
12/01
(g)
40
Lapeer, MI
—
27
194
—
—
27
184
211
53
2007
10/05
40
Guitar Center:
Roseville, MN
—
1,599
1,419
23
—
1,599
1,442
3,041
467
1994
08/06
40
H&R Block:
Swansea, IL
—
46
132
69
—
46
201
247
113
1997
12/01
40
Bristol, VA
—
63
184
40
—
63
224
287
38
2000
07/14
25
Harbor Freight Tools:
Federal Way, WA
—
2,037
1,662
534
—
2,037
2,195
4,232
1,004
1994
06/98
40
Gastonia, NC
—
994
1,513
193
—
994
1,706
2,700
564
2004
12/04
40
Plainfield, IN
—
503
—
1,633
—
503
1,633
2,136
211
1972
12/14
(o)
30
Houma, LA
—
1,037
—
3,362
—
1,037
3,362
4,399
151
2016
08/16
(m)
40
McKinney, TX
—
1,040
—
2,551
—
1,040
2,551
3,591
93
2017
01/17
(m)
40
Marion, IN
—
493
—
1,697
—
493
1,697
2,190
44
2017
08/17
(m)
40
Sandusky, OH
—
999
—
1,139
—
999
1,139
2,138
8
2018
04/18
(m)
(k)
Casa Grande, AZ
—
1,963
1,206
—
—
1,963
1,206
3,169
18
1976
09/18
20
Hillsboro, OH
—
541
2,412
—
—
541
2,412
2,953
28
1978
09/18
25
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:
Howell, MI
—
737
2,828
—
—
737
2,828
3,565
33
1993
09/18
25
Lake City, FL
—
767
2,567
—
—
767
2,567
3,334
21
2014
09/18
35
Morristown, TN
—
657
2,290
—
—
657
2,290
2,947
19
2015
09/18
35
Palm Harbor, FL
—
1,948
2,216
—
—
1,948
2,216
4,164
22
1980
09/18
30
Reynoldsburg, OH
—
767
3,502
—
—
767
3,502
4,269
29
2014
09/18
35
Rogers, AR
—
448
2,052
—
—
448
2,052
2,500
20
1997
09/18
30
Sebring, FL
—
519
2,350
—
—
519
2,350
2,869
23
1980
09/18
30
Steubenville, OH
—
748
2,162
—
—
748
2,162
2,910
25
1999
09/18
25
Troy, OH
—
685
2,750
—
—
685
2,750
3,435
27
2006
09/18
30
Warren, OH
—
332
2,960
—
—
332
2,960
3,292
25
2013
09/18
35
Zanesville, OH
—
913
2,202
—
—
913
2,202
3,115
18
2014
09/18
35
Louisville, KY
—
970
—
—
—
970
(e)
970
(e)
(e)
11/18
(m)
(e)
Hardee's:
Savannah, TN (n)
—
151
713
—
—
151
713
864
138
1988
02/15
20
Warrenton, NC (n)
—
143
633
—
—
143
633
776
82
1960
02/15
30
Havertys Furniture:
Pensacola, FL
—
633
1,595
66
—
603
1,661
2,264
913
1994
06/96
40
Bowie, MD
—
1,966
4,221
—
—
1,966
4,221
6,187
2,133
1997
12/97
39
Healthy Pet:
Suwanee, GA
—
175
1,038
—
—
175
1,038
1,213
313
1997
12/06
40
Colonial Heights, VA
—
160
746
—
—
160
746
906
223
1996
01/07
40
Hear USA:
Lapeer, MI
—
29
211
—
—
29
201
230
58
2007
10/05
40
Heartland Dental:
Greer, SC
—
399
—
1,435
—
399
1,435
1,834
49
2017
05/17
(m)
40
Herc Rentals:
Anaheim, CA
—
6,156
1,214
—
—
6,156
1,214
7,370
49
2005
10/17
30
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:
Arden, NC
—
359
1,286
—
—
359
1,286
1,645
52
1992
10/17
30
Athens, GA
—
255
2,039
—
—
255
2,039
2,294
99
1977
10/17
25
Augusta, GA
—
360
1,069
—
—
360
1,069
1,429
43
1999
10/17
30
Austin, TX
—
2,215
1,517
—
—
2,215
1,517
3,732
61
2002
10/17
30
Baltimore, MD
—
283
1,484
—
—
283
1,484
1,767
72
1984
10/17
25
Beaumont, TX
—
822
624
—
—
822
624
1,446
25
1989
10/17
30
Boston, MA
—
4,536
2,964
—
—
4,536
2,964
7,500
143
1960
10/17
25
Carson, CA
—
5,646
3,764
—
—
5,646
3,764
9,410
152
2002
10/17
30
Charlotte, NC
—
389
626
—
—
389
626
1,015
30
1964
10/17
25
Cincinnati, OH
—
453
1,842
—
—
453
1,842
2,295
89
1971
10/17
25
Columbus, OH
—
483
1,051
—
—
483
1,051
1,534
51
1968
10/17
25
Deer Park, TX
—
443
1,953
—
—
443
1,953
2,396
79
1984
10/17
30
Fayetteville, NC
—
311
2,038
—
—
311
2,038
2,349
99
1981
10/17
25
Foothill Ranch, CA
—
3,484
1,799
—
—
3,484
1,799
5,283
72
2003
10/17
30
Gilbert, AZ
—
839
1,754
—
—
839
1,754
2,593
71
1997
10/17
30
Greensboro, NC
—
351
843
—
—
351
843
1,194
34
1988
10/17
30
Henderson, CO
—
877
1,414
—
—
877
1,414
2,291
57
2005
10/17
30
Houston, TX
—
417
596
—
—
417
596
1,013
29
1972
10/17
25
Lakeland, FL
—
802
1,264
—
—
802
1,264
2,066
51
1998
10/17
30
Las Vegas, NV
—
1,845
4,999
—
—
1,845
4,999
6,844
242
1975
10/17
25
Little Rock, AR
—
463
1,342
—
—
463
1,342
1,805
65
1974
10/17
25
Macon, GA
—
275
731
—
—
275
731
1,006
29
1999
10/17
30
Miami, FL
—
3,041
1,469
—
—
3,041
1,469
4,510
71
1970
10/17
25
Norcross, GA
—
692
464
—
—
692
464
1,156
22
1969
10/17
25
Oklahoma City, OK
—
416
1,295
—
—
416
1,295
1,711
63
1983
10/17
25
Orlando, FL
—
707
2,318
—
—
707
2,318
3,025
93
1998
10/17
30
Pensacola, FL
—
180
851
—
—
180
851
1,031
34
1985
10/17
30
Phoenix, AZ
—
511
814
—
—
511
814
1,325
39
1976
10/17
25
Raleigh, NC
—
622
2,018
—
—
622
2,018
2,640
98
1965
10/17
25
Richland, MS
—
208
1,268
—
—
208
1,268
1,476
51
1996
10/17
30
Riviera Beach, FL
—
1,130
3,380
—
—
1,130
3,380
4,510
117
2007
10/17
35
Roseville, CA
—
1,233
5,544
—
—
1,233
5,544
6,777
223
2002
10/17
30
San Diego, CA
—
3,407
4,283
—
—
3,407
4,283
7,690
207
1977
10/17
25
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:
Sarasota, FL
—
443
1,377
—
—
443
1,377
1,820
67
1959
10/17
25
Savannah, GA
—
426
758
—
—
426
758
1,184
31
1989
10/17
30
Springdale, AR
—
702
323
—
—
702
323
1,025
13
1996
10/17
30
Springfield, MO
—
199
1,078
—
—
199
1,078
1,277
52
1971
10/17
25
Tampa, FL
—
490
2,026
—
—
490
2,026
2,516
98
1966
10/17
25
Texas City, TX
—
539
700
—
—
539
700
1,239
34
1972
10/17
25
Virginia Beach, VA
—
463
1,398
—
—
463
1,398
1,861
56
1986
10/17
30
West Sacramento, CA
—
575
2,302
—
—
575
2,302
2,877
93
1987
10/17
30
Kansas City, MO
—
1,009
4,121
—
—
1,009
4,121
5,130
7
1962
12/18
25
Hibbett Sports:
Sealy, TX
—
208
230
282
—
208
512
720
123
1982
03/99
(g)
40
Hobby Lobby:
Beavercreek, OH
—
1,837
—
3,790
—
1,926
3,701
5,627
281
2015
08/15
(m)
40
Hollywood Feed:
Ridgeland, MS
—
343
411
411
—
343
821
1,164
183
1997
08/06
40
Home Decor:
Memphis, TN
—
549
540
364
—
549
904
1,453
436
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
1,070
1995
12/95
40
Hometown Urgent Care:
Warren, OH
—
562
468
100
—
562
568
1,130
222
1997
12/01
40
Hooters:
Tampa, FL
—
784
505
450
—
784
955
1,739
268
1993
12/01
40
See accompanying report of independent registered public accounting firm.
F-37
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Hudson Grille:
Alpharetta, GA
—
3,033
1,642
209
—
3,033
1,851
4,884
709
1999
12/01
40
Humana:
Sunrise, FL
—
800
253
—
—
800
253
1,053
92
1984
05/04
40
Hy-Vee:
St. Joseph, MO
—
1,580
2,849
—
—
1,580
2,849
4,429
1,160
1991
09/02
40
Insurance Auto Auctions:
New Orleans, LA
—
1,445
—
4,123
—
1,445
3,987
5,432
703
1993
06/13
(o)
30
E Dundee, IL
—
2,772
—
8,320
—
2,772
8,320
11,092
832
2014
01/14
(m)
40
Bergen, NY
—
762
—
5,024
—
762
5,024
5,786
252
2016
08/15
(m)
40
Eminence, KY
—
724
4,928
—
—
724
4,928
5,652
323
2015
09/16
35
Meridian, ID
—
1,076
—
4,048
—
1,076
4,048
5,124
246
2006
10/16
(o)
35
Flint, MI
—
1,049
—
5,676
—
1,049
5,676
6,725
53
2018
10/16
(m)
40
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
232
2002
06/05
30
ISD Renal:
Corpus Christi, TX
—
406
4,036
—
—
406
4,036
4,442
947
1978
12/11
30
Kendallville, IN
—
66
2,748
—
—
66
2,748
2,814
553
2007
12/11
35
Memphis, TN
—
283
4,146
—
—
283
4,146
4,429
973
2001
12/11
30
Memphis, TN
—
180
3,223
—
—
180
3,223
3,403
757
2002
12/11
30
J & J Insurance:
Hollywood, FL
—
398
90
71
—
243
34
277
1
1960
12/05
15
Jack in the Box:
Plano, TX
—
1,055
1,237
—
—
1,055
1,237
2,292
419
2001
06/05
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:
Jack's:
Blounstville, AL
—
435
1,543
—
—
435
1,543
1,978
165
1997
10/15
30
Centre, AL
—
128
2,648
—
—
128
2,648
2,776
243
2006
10/15
35
Collinsville, AL
—
119
1,968
—
—
119
1,968
2,087
253
1994
10/15
25
Demopolis, AL
—
208
1,514
—
—
208
1,514
1,722
139
2007
10/15
35
Geraldine, AL
—
119
2,125
—
—
119
2,125
2,244
227
1998
10/15
30
Guin, AL
—
89
1,652
—
—
89
1,652
1,741
177
1999
10/15
30
Hanceville, AL
—
544
1,779
—
—
544
1,779
2,323
190
2002
10/15
30
Holly Pond, AL
—
119
2,056
—
—
119
2,056
2,175
220
2000
10/15
30
Jasper, AL
—
247
2,549
—
—
247
2,549
2,796
327
1983
10/15
25
Ohatchee, AL
—
119
1,938
—
—
119
1,938
2,057
207
1995
10/15
30
Scottsboro, AL
—
247
1,494
—
—
247
1,494
1,741
137
2006
10/15
35
Fyffe, AL
—
95
1,657
—
—
95
1,657
1,752
150
2001
04/16
30
Lafayette, AL
—
209
1,989
—
—
209
1,989
2,198
215
1987
04/16
25
Pinson, AL
—
228
2,453
—
—
228
2,453
2,681
221
1994
04/16
30
Jared Jewelers:
Phoenix, AZ
—
(l)
1,242
—
—
(l)
310
310
41
1998
12/01
30
Richmond, VA
—
955
1,336
—
—
955
1,336
2,291
569
1998
12/01
40
Brandon, FL
—
1,197
1,182
—
—
1,197
1,182
2,379
492
2001
05/02
40
Lithonia, GA
—
1,271
1,216
—
—
1,271
1,216
2,487
506
2001
05/02
40
Houston, TX
—
1,676
1,440
—
—
1,676
1,440
3,116
577
1999
12/02
40
Oviedo, FL
—
1,328
1,500
—
—
1,328
868
2,196
95
1998
06/13
30
JC Nails Salon:
Lapeer, MI
—
37
264
—
—
37
251
288
73
2007
10/05
40
Jiffi Stop:
Barry, IL
—
48
1,194
—
—
48
1,194
1,242
105
1984
10/16
25
Bowen, IL
—
39
744
—
—
39
744
783
55
1999
10/16
30
Carrollton, IL
—
48
1,319
—
—
48
1,319
1,367
116
1986
10/16
25
Griggsville, IL
—
29
801
—
—
29
801
830
71
1983
10/16
25
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:
Jacksonville, IL
—
854
4,251
—
—
854
4,251
5,105
268
2010
10/16
35
Pittsfield, IL
—
19
581
—
—
19
581
600
51
1947
10/16
25
Pleasant Hill, IL
—
87
753
—
—
87
753
840
67
1980
10/16
25
Quincy, IL
—
596
2,056
—
—
596
2,056
2,652
151
2003
10/16
30
Quincy, IL
—
58
676
—
—
58
676
734
60
1994
10/16
25
Quincy, IL
—
183
1,539
—
—
183
1,539
1,722
113
2002
10/16
30
Springfield, IL
—
231
1,625
—
—
231
1,625
1,856
120
1999
10/16
30
Springfield, IL
—
288
2,411
—
—
288
2,411
2,699
213
1992
10/16
25
Springfield, IL
—
518
3,782
—
—
518
3,782
4,300
334
1995
10/16
25
Springfield, IL
—
192
2,593
—
—
192
2,593
2,785
229
1993
10/16
25
Taylor, MO
—
39
945
—
—
39
945
984
83
1982
10/16
25
Jiffy Lube:
Auburn, MA
—
455
856
—
—
455
856
1,311
109
1988
07/14
35
Ayer, MA
—
326
792
—
—
326
792
1,118
118
1989
07/14
30
Barrington, IL
—
371
612
—
—
371
612
983
91
1986
07/14
30
Berwyn, IL
—
359
709
—
—
359
709
1,068
90
1985
07/14
35
Bolingbrook, IL
—
185
562
—
—
185
562
747
83
1986
07/14
30
Burbank, IL
—
156
418
—
—
156
418
574
93
1986
07/14
20
Plattsburgh, NY
—
127
421
—
—
127
421
548
75
1993
07/14
25
Romeoville, IL
—
158
557
—
—
158
557
715
83
1988
07/14
30
Worcester, MA
—
287
827
—
—
287
827
1,114
105
1988
07/14
35
Jin's Asian Cafe:
Sealy, TX
—
67
74
1
—
67
75
142
38
1982
03/99
40
Jo-Ann etc:
Corpus Christi, TX
—
818
896
71
—
818
967
1,785
583
1967
11/93
40
St. Peters, MO
—
1,741
5,406
1,233
—
1,741
6,639
8,380
2,101
2005
06/05
(g)
40
Joe Hudson's Collision Center:
Birmingham, AL
—
469
2,081
—
—
469
2,081
2,550
24
1987
09/18
25
Johnny Carino's:
Lubbock, TX
—
1,007
1,206
—
—
1,007
1,206
2,213
514
1995
12/01
40
Just 4 Dogs Pet Salon:
Orlando, FL
—
37
101
6
—
37
107
144
35
2001
02/04
40
Kangaroo Express:
Carthage, NC
—
485
354
—
—
485
354
839
109
1989
08/06
40
Sanford, NC
—
1,638
1,371
—
—
1,638
1,371
3,009
424
2003
08/06
40
Sanford, NC
—
666
661
—
—
666
661
1,327
204
2000
08/06
40
Siler City, NC
—
586
645
—
—
586
645
1,231
200
1998
08/06
40
West End, NC
—
426
516
—
—
397
516
913
160
1999
08/06
40
Belleview, FL
—
471
1,451
—
—
471
1,451
1,922
449
2006
08/06
40
Jacksonville, FL
—
683
1,362
—
—
683
1,362
2,045
421
1969
08/06
40
Jacksonville, FL
—
807
1,239
—
—
807
1,239
2,046
383
1975
08/06
40
Destin, FL
—
1,366
1,192
—
—
1,366
1,192
2,558
366
2000
09/06
40
Niceville, FL
—
1,434
1,124
—
—
1,434
1,124
2,558
345
2000
09/06
40
Kill Devil Hills, NC
—
490
741
—
—
490
741
1,231
226
1995
10/06
40
Kill Devil Hills, NC
—
679
552
—
—
679
552
1,231
169
1990
10/06
40
Interlachen, FL
—
519
1,500
—
—
519
1,500
2,019
405
2007
10/06
40
Clarksville, TN
—
521
710
—
—
521
710
1,231
214
1999
12/06
40
Clarksville, TN
—
276
955
—
—
276
955
1,231
287
1999
12/06
40
Gallatin, TN (n)
—
474
757
—
—
474
757
1,231
227
1999
12/06
40
Midland City, AL
—
729
2,538
—
—
729
2,538
3,267
764
2006
12/06
40
Naples, FL
—
3,195
1,403
—
—
2,985
1,403
4,388
422
2001
12/06
40
Columbiana, AL
—
771
989
—
—
771
989
1,760
296
1982
01/07
40
Naples, FL
—
3,162
1,597
—
—
3,162
1,597
4,759
474
1995
02/07
40
Longs, SC
—
745
758
—
—
745
758
1,503
223
2001
03/07
40
Kentwood, LA
—
985
891
—
—
985
891
1,876
263
2001
03/07
40
Dothan, AL
—
774
1,886
—
—
774
1,886
2,660
556
2007
03/07
40
Naples, FL
—
2,412
1,589
—
—
2,412
1,589
4,001
462
2000
05/07
40
Cary, NC
—
1,314
2,125
—
—
1,314
2,125
3,439
604
2007
08/07
40
Havelock, NC
—
170
681
—
—
170
681
851
101
1962
07/14
30
Statesville, NC
—
249
653
—
—
249
653
902
83
1960
07/14
35
KARM Home Store:
Knoxville, TN
—
467
735
—
—
467
735
1,202
367
1999
01/98
(f)
40
Kay Jeweler's:
Farmington, MO
—
654
—
962
—
654
962
1,616
29
2017
07/17
(m)
40
Keg Steakhouse:
Lynnwood, WA
—
1,256
649
—
—
1,256
649
1,905
277
1992
12/01
40
KFC:
Fenton, MO
—
307
496
—
—
307
496
803
400
1985
07/92
33
Erie, PA
—
517
496
—
—
517
496
1,013
211
1996
12/01
40
Marysville, WA
—
647
546
—
—
647
546
1,193
232
1996
12/01
40
Evansville, IN
—
370
767
—
—
370
767
1,137
242
2004
05/06
40
Hampton, VA
—
251
1,173
—
—
251
1,173
1,424
240
2001
11/12
30
Mechanicsville, VA
—
482
422
—
—
482
422
904
103
1989
11/12
25
Newport News, VA
—
582
392
—
—
582
392
974
96
1985
11/12
25
Newport News, VA
—
461
883
—
—
461
883
1,344
180
2001
11/12
30
Newport News, VA
—
572
442
—
—
572
442
1,014
108
1986
11/12
25
Richmond, VA
—
492
452
—
—
492
452
944
79
2003
11/12
35
Richmond, VA
—
532
472
—
—
532
472
1,004
116
1986
11/12
25
Richmond, VA
—
452
452
—
—
452
452
904
111
1984
11/12
25
Richmond, VA
—
481
1,253
—
—
481
1,253
1,734
307
1990
11/12
25
Richmond, VA
—
552
532
—
—
552
532
1,084
130
1984
11/12
25
Virginia Beach, VA
—
402
482
—
—
402
482
884
118
1984
11/12
25
Ahoskie, NC
—
393
1,012
—
—
393
1,012
1,405
204
1988
12/13
25
Elizabeth City, NC
—
197
1,209
—
—
197
1,209
1,406
244
1988
12/13
25
Brownsville, TX
—
334
865
—
—
334
865
1,199
172
1990
01/14
25
Brownsville, TX
—
404
374
—
—
404
374
778
53
2003
01/14
35
Copperas Cove, TX
—
256
747
—
—
256
747
1,003
124
2001
01/14
30
Del Rio, TX
—
453
246
—
—
453
246
699
41
1995
01/14
30
Eagle Pass, TX
—
226
1,071
—
—
226
1,071
1,297
212
1992
01/14
25
Edinburg, TX
—
452
1,237
—
—
452
1,237
1,689
204
1996
01/14
30
Harker Heights, TX
—
275
1,218
—
—
275
1,218
1,493
173
2008
01/14
35
Harlingen, TX
—
128
1,708
—
—
128
1,708
1,836
339
1992
01/14
25
Jacksonville, TX
—
69
562
—
—
69
562
631
111
1985
01/14
25
Killeen, TX
—
226
1,228
—
—
226
1,228
1,454
203
1993
01/14
30
Laredo, TX
—
265
1,580
—
—
265
1,580
1,845
261
1996
01/14
30
Marshall, TX
—
89
709
—
—
89
709
798
141
1985
01/14
25
McAllen, TX
—
491
1,051
—
—
491
1,051
1,542
208
1987
01/14
25
Mission, TX
—
137
1,404
—
—
137
1,404
1,541
232
1993
01/14
30
Palestine, TX
—
89
484
—
—
89
484
573
96
1996
01/14
25
Pharr, TX
—
167
581
—
—
167
581
748
96
1999
01/14
30
Rio Grande City, TX
—
256
394
—
—
256
394
650
56
2004
01/14
35
S Padre Island, TX
—
856
30
—
—
856
30
886
5
1994
01/14
30
San Benito, TX
—
177
503
—
—
177
503
680
83
1994
01/14
30
Temple, TX
—
246
1,188
—
—
246
1,188
1,434
236
1985
01/14
25
Tyler, TX
—
709
30
—
—
709
30
739
5
1994
01/14
30
Waco, TX
—
463
246
—
—
463
246
709
41
1993
01/14
30
Waco, TX
—
276
620
—
—
276
620
896
123
1984
01/14
25
Weslaco, TX
—
236
1,561
—
—
236
1,561
1,797
258
1995
01/14
30
Belton, MO
—
267
744
—
—
267
744
1,011
75
1987
06/15
35
Cameron, MO
—
229
1,143
—
—
229
1,143
1,372
135
1999
06/15
30
Columbia, MO
—
343
839
—
—
343
839
1,182
99
1987
06/15
30
Excelsior Springs, MO
—
286
1,219
—
—
286
1,219
1,505
173
1988
06/15
25
Ft Pierce, FL
—
591
695
—
—
591
695
1,286
82
2004
06/15
30
Ft Pierce, FL
—
363
487
—
—
363
487
850
57
1992
06/15
30
Lake Wales, FL
—
162
1,561
—
—
162
1,561
1,723
221
1986
06/15
25
Oak Grove, MO
—
209
1,323
—
—
209
1,323
1,532
156
2003
06/15
30
Port St Lucie, FL
—
695
857
—
—
695
857
1,552
101
1998
06/15
30
Port St Lucie, FL
—
723
1,740
—
—
723
1,740
2,463
176
2006
06/15
35
Sebastian, FL
—
409
1,123
—
—
409
1,123
1,532
133
2000
06/15
30
Vero Beach, FL
—
428
1,218
—
—
412
1,218
1,630
144
2004
06/15
30
Lisle, IL
—
499
1,314
—
—
499
1,314
1,813
144
2000
09/15
30
Lockport, IL
—
499
1,085
—
—
499
1,085
1,584
119
2007
09/15
30
Sandwich, IL
—
86
1,143
—
—
86
1,143
1,229
125
1999
09/15
30
Yorkville, IL
—
413
960
—
—
399
960
1,359
126
1972
09/15
25
Chillicothe, OH
—
327
1,818
—
—
327
1,818
2,145
3
2007
12/18
30
Circleville, OH
—
375
1,885
—
—
375
1,885
2,260
2
2008
12/18
35
Findlay, OH
—
337
1,645
—
—
337
1,645
1,982
2
2007
12/18
30
Florence, KY
—
519
2,077
—
—
519
2,077
2,596
3
1985
12/18
25
Hillsboro, OH
—
87
2,077
—
—
87
2,077
2,164
3
1991
12/18
30
Marysville, OH
—
164
1,924
—
—
164
1,924
2,088
3
2007
12/18
30
New Boston, OH
—
96
2,183
—
—
96
2,183
2,279
3
1991
12/18
30
Taylor Mill, KY
—
269
1,645
—
—
269
1,645
1,914
2
1993
12/18
40
Wilmington, OH
—
48
1,877
—
—
48
1,877
1,925
3
1986
12/18
25
Kohl's:
Florence, AL
—
818
1,047
—
—
818
698
1,516
251
2006
06/04
40
Kroger:
Elkhart, IN
—
541
1,550
438
—
670
1,860
2,530
484
1979
07/14
15
Kum & Go:
Omaha, NE
—
393
214
—
—
393
214
607
145
1979
06/05
20
Kwik Pik:
Bear Creek, PA
—
191
230
—
—
191
230
421
154
1980
08/05
20
Bradford, PA
—
184
762
—
—
184
762
946
509
1983
08/05
20
Coraopolis, PA
—
476
347
—
—
476
347
823
232
1983
08/05
20
Bear Creek Township, PA
—
689
275
—
—
689
275
964
183
1980
09/05
20
Beech Creek, PA
—
477
613
—
—
477
613
1,090
198
1988
01/06
40
Canisteo, NY
—
142
485
—
—
142
485
627
157
1983
01/06
40
Curwensville, PA
—
226
608
—
—
226
608
834
197
1983
01/06
40
Ellwood City, PA
—
196
526
—
—
196
526
722
170
1987
01/06
40
Hastings, PA
—
199
455
—
—
199
455
654
148
1989
01/06
40
Jersey Shore, PA
—
515
381
—
—
515
381
896
124
1960
01/06
40
Leeper, PA
—
286
644
—
—
286
644
930
209
1987
01/06
40
Lewisberry, PA
—
412
534
—
—
412
534
946
173
1988
01/06
40
Mercersburg, PA
—
672
746
—
—
672
746
1,418
242
1988
01/06
40
New Florence, PA
—
298
812
—
—
298
812
1,110
263
1989
01/06
40
Newstead, NY
—
255
835
—
—
255
835
1,090
271
1990
01/06
40
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:
Philipsburg, PA
—
428
269
—
—
428
269
697
87
1978
01/06
40
Plainfield, PA
—
244
383
—
—
244
383
627
124
1988
01/06
40
Reynoldsville, PA
—
113
328
—
—
113
328
441
106
1983
01/06
40
Port Royal, PA
—
238
635
—
—
238
635
873
396
1989
07/06
20
LA Fitness:
Little Rock, AR
—
3,113
2,660
4,125
—
3,113
6,785
9,898
1,985
1997
09/98
40
Sarasota, FL
—
471
1,344
4,450
—
471
5,794
6,265
1,425
1983
03/99
(g)
40
Centerville, OH
—
2,700
—
8,572
—
2,700
8,572
11,272
2,045
2009
06/08
(m)
40
Warren, MI
—
2,360
—
6,674
—
2,360
6,674
9,034
1,634
2009
07/08
(m)
40
Cincinnati, OH
—
5,145
—
9,011
—
5,145
9,011
14,156
2,150
2009
08/08
(m)
40
Lawrence, IN
—
1,599
—
5,867
—
1,762
5,870
7,632
1,229
2010
01/10
(m)
40
Laveen, AZ
—
1,665
—
5,749
—
1,665
5,749
7,414
1,180
2010
02/10
(m)
40
Kennesaw, GA
—
3,653
—
3,325
—
3,653
3,325
6,978
662
2011
07/10
(m)
40
Arlington, TX
—
1,166
6,214
—
—
1,166
6,214
7,380
1,413
2007
01/11
35
Hurst, TX
—
1,494
6,187
—
—
1,494
6,187
7,681
1,318
2008
07/11
35
South Plainfield, NJ
—
2,415
6,592
—
—
2,415
6,592
9,007
1,232
2006
06/12
35
McDonough, GA
—
1,503
6,727
—
—
1,503
6,727
8,230
1,209
2008
09/12
35
Greensburg, PA
—
1,791
7,015
—
—
1,791
7,015
8,806
1,060
2012
12/12
40
Indianapolis, IN
—
1,651
6,585
—
—
1,651
6,585
8,236
995
2012
12/12
40
Phoenix, AZ
—
1,601
6,540
—
—
1,601
6,540
8,141
988
2012
12/12
40
Tampa, FL
—
4,492
10,894
—
—
4,486
10,894
15,380
1,645
2012
12/12
40
West Dundee, IL
—
1,961
6,525
—
—
1,961
6,525
8,486
985
2012
12/12
40
Irving, TX
—
3,636
7,326
—
—
3,636
7,326
10,962
1,177
2006
05/13
35
Royal Oak, MI
—
3,238
8,998
—
—
3,238
8,998
12,236
1,360
2010
09/13
35
St. Louis Park, MN
—
3,436
8,665
—
—
3,436
8,665
12,101
1,248
2009
12/13
35
Pompano Beach, FL
—
7,009
—
9,572
—
7,009
9,572
16,581
712
2015
12/14
(m)
40
San Antonio, TX
—
2,084
—
7,157
—
2,081
7,157
9,238
514
2016
02/15
(m)
40
Antioch, CA
—
2,521
—
8,510
—
2,521
8,510
11,031
594
2016
06/15
(m)
40
Plymouth, MI
—
1,646
—
7,820
—
1,646
7,820
9,466
595
2015
06/15
(m)
40
Spanaway, WA
—
846
—
7,331
—
846
7,331
8,177
527
2016
07/15
(m)
40
Round Rock, TX
—
1,556
—
7,205
—
1,556
7,205
8,761
323
2017
04/16
(m)
40
Roswell, GA
—
3,175
—
8,726
—
3,175
8,726
11,901
336
2017
10/16
(m)
40
Cordova, TN
—
2,391
—
7,085
—
2,391
7,085
9,476
214
2017
12/16
(m)
40
Lakeland, FL
—
1,856
—
7,004
—
1,856
7,004
8,860
182
2017
12/16
(m)
40
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:
Livonia, MI
—
2,729
—
8,116
—
2,729
8,116
10,845
110
2018
08/17
(m)
40
LaPetite Academy:
Albuquerque, NM
—
332
1,166
—
—
332
1,166
1,498
173
1989
07/14
30
Ft. Worth, TX
—
140
383
—
—
140
383
523
114
1981
07/14
15
Moore, OK
—
119
412
—
—
119
412
531
123
1982
07/14
15
Oklahoma City, OK
—
100
391
—
—
100
391
491
116
1982
07/14
15
Last Stop West:
Azle, TX
—
648
859
—
—
648
859
1,507
248
1970
06/07
40
Life Time Fitness:
Mt. Laurel, NJ
—
3,617
39,878
—
—
3,617
39,878
43,495
2,991
2015
05/16
35
Framingham, MA
—
8,860
37,806
—
—
8,860
37,806
46,666
2,087
2016
10/16
40
Gaithersburg, MD
—
8,344
45,286
—
—
8,344
45,286
53,630
2,500
2016
10/16
40
Lil' Champ:
Gainesville, FL
—
900
—
1,800
—
900
1,800
2,700
531
2006
07/05
(m)
40
Jacksonville, FL
—
2,225
3,265
—
—
2,225
3,265
5,490
864
2006
08/05
40
Ocala, FL
—
846
—
1,564
—
846
1,564
2,410
451
2006
02/06
(m)
40
LoanMax:
Bridgeview, IL
—
673
744
—
—
673
744
1,417
317
1997
12/01
40
Logan's Roadhouse:
Alexandria, LA
—
1,218
3,049
—
—
1,218
3,049
4,267
924
1998
11/06
40
Beckley, WV
—
1,396
2,405
—
—
1,396
2,405
3,801
729
2006
11/06
40
Cookeville, TN
—
1,262
2,271
—
—
1,262
2,271
3,533
688
1997
11/06
40
Greenwood, IN
—
1,341
2,105
—
—
1,341
2,105
3,446
638
2000
11/06
40
Hurst, TX
—
1,858
1,916
—
—
1,858
1,916
3,774
581
1999
11/06
40
Jackson, TN
—
1,200
2,246
—
—
1,200
2,246
3,446
681
1994
11/06
40
Lake Charles, LA
—
1,285
2,202
—
—
1,285
2,202
3,487
668
1998
11/06
40
McAllen, TX
—
1,608
2,178
—
—
1,608
2,178
3,786
660
2005
11/06
40
Roanoke, VA
—
2,302
1,947
—
—
2,302
1,947
4,249
590
1998
11/06
40
See accompanying report of independent registered public accounting firm.
F-42
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Smyrna, TN
—
1,335
2,047
—
—
1,335
2,047
3,382
621
2002
11/06
40
Southhaven, MS
—
1,298
1,338
—
—
1,298
1,338
2,636
403
2005
12/06
40
Columbus, MS
—
707
—
1,681
—
707
1,681
2,388
310
2011
11/10
(m)
40
Nashville, TN
—
844
—
1,592
—
844
1,592
2,436
284
2011
06/11
(m)
40
Marion, IL
—
1,016
—
1,674
—
1,016
1,674
2,690
263
2012
03/12
(m)
40
Pooler, GA
—
1,159
—
1,720
—
1,159
1,720
2,879
253
2013
03/12
(m)
40
Cullman, AL
—
889
—
1,585
—
889
1,585
2,474
246
2012
04/12
(m)
40
Lebanon, TN
—
789
—
1,725
—
789
1,725
2,514
260
2012
06/12
(m)
40
Chester, VA
—
871
—
1,697
—
871
1,697
2,568
253
2013
07/12
(m)
40
Gonzales, LA
—
975
—
1,696
—
975
1,696
2,671
246
2013
10/12
(m)
40
Madison, AL
—
689
—
1,657
—
689
1,657
2,346
233
2013
11/12
(m)
40
Hopkinsville, KY
—
644
—
1,788
—
644
1,788
2,432
210
2014
09/13
(m)
40
Muscle Shoals, AL
—
907
—
1,506
—
907
1,506
2,413
152
2014
06/14
(m)
40
Lowe's:
Memphis, TN
—
3,215
9,170
120
—
3,311
9,194
12,505
3,807
2001
06/02
40
Magic China Café:
Orlando, FL
—
40
111
—
—
40
111
151
42
2001
02/04
40
Magic Mountain:
Columbus, OH
—
5,380
2,693
25
—
5,380
2,718
8,098
782
1990
06/07
40
Columbus, OH
—
2,076
1,906
124
—
2,076
2,030
4,106
572
1990
06/07
40
Main Event:
Oklahoma City, OK
—
2,004
8,711
—
—
2,004
8,711
10,715
771
2014
06/15
40
San Antonio, TX
—
2,115
10,080
—
—
2,115
10,080
12,195
1,020
2014
06/15
35
Tulsa, OK
—
1,542
7,748
—
—
1,542
7,748
9,290
686
2015
06/15
40
Fort Worth, TX
—
2,538
—
6,623
—
2,538
6,622
9,160
476
2016
12/15
(m)
40
Louisville, KY
—
2,504
—
6,375
—
2,504
6,375
8,879
445
2016
12/15
(m)
40
Independence, MO
—
1,794
7,650
—
—
1,794
7,650
9,444
582
2015
12/15
40
Memphis, TN
—
1,263
6,825
—
—
1,263
6,825
8,088
519
2015
12/15
40
Olathe, KS
—
3,174
—
6,704
—
3,174
6,704
9,878
370
2016
02/16
(m)
40
West Chester, OH
—
2,767
—
6,414
—
2,767
6,414
9,181
421
2016
02/16
(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:
Hoffman Estates, IL
—
1,730
—
8,022
—
1,730
8,022
9,752
476
2016
06/16
(m)
40
Suwanee, GA
—
1,787
—
6,736
—
1,787
6,736
8,523
344
2016
06/16
(m)
40
Albuquerque, NM
—
2,531
—
6,889
—
2,531
6,889
9,420
438
2016
06/16
(m)
40
Humble, TX
—
2,669
—
5,916
—
2,669
5,916
8,585
240
2017
10/16
(m)
40
Kansas City, MO
—
3,519
—
5,442
—
3,519
5,442
8,961
221
2017
10/16
(m)
40
Knoxville, TN
—
3,225
—
6,546
—
3,225
6,546
9,771
239
2017
12/16
(m)
40
Gilbert, AZ
—
2,348
—
6,281
—
2,348
6,281
8,629
255
2017
02/17
(m)
40
Highlands Ranch, CO
—
3,297
—
7,670
—
3,297
7,670
10,967
24
2018
07/17
(m)
(k)
Avon, OH
—
2,760
—
6,981
—
2,760
6,981
9,741
95
2018
07/17
(m)
(k)
Mattress Firm:
Buford, GA
—
635
1,635
465
—
635
2,100
2,735
679
2003
07/04
(g)
40
Lancaster, OH
—
600
—
793
—
600
671
1,271
120
2012
01/08
(g)
40
Plainfield, IN
—
379
—
1,267
—
379
1,267
1,646
139
2014
01/14
(m)
40
Fayetteville, AR
—
891
2,229
—
—
891
2,229
3,120
362
1998
02/14
30
Pocatello, ID
—
268
—
1,505
—
268
1,505
1,773
152
2014
09/14
(m)
40
South Jordan, UT
—
719
—
1,572
—
716
1,572
2,288
149
2015
11/14
(m)
40
Kentwood, MI
—
593
1,531
—
—
593
1,531
2,124
142
2015
04/15
40
Muncie, IN
—
288
1,537
—
—
288
1,537
1,825
163
2015
04/15
35
Sandusky, OH
—
518
1,409
—
—
518
1,409
1,927
125
2015
06/15
40
Fort Collins, CO
—
757
—
1,301
—
757
1,301
2,058
102
2015
07/15
(m)
40
Wooster, OH
—
332
1,334
—
—
332
1,334
1,666
76
2016
09/16
40
Mavis Tire Supply (Auto Spot):
Jacksonville, FL
—
641
1,356
—
—
641
1,356
1,997
36
2003
03/18
30
Jacksonville, FL
—
678
1,539
—
—
678
1,539
2,217
35
2012
03/18
35
Mavis Tire Supply (DeKalb Tire):
Cumming, GA
—
587
1,422
—
—
587
1,422
2,009
26
2002
06/18
30
Mavis Tire Supply (Kauffman Tire):
Alpharetta, GA
—
679
1,119
—
—
679
1,119
1,798
36
2007
01/18
30
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:
Alpharetta, GA
—
513
1,714
—
—
513
1,714
2,227
55
1998
01/18
30
Alpharetta, GA
—
707
872
—
—
707
872
1,579
28
1998
01/18
30
Athens, GA
—
807
1,009
—
—
807
1,009
1,816
28
2014
01/18
35
Bradenton, FL
—
696
2,409
—
—
696
2,409
3,105
77
2011
01/18
30
Covington, GA
—
587
1,615
—
—
587
1,615
2,202
52
2011
01/18
30
Cumming, GA
—
696
2,445
—
—
696
2,445
3,141
78
1998
01/18
30
Douglasville, GA
—
458
2,226
—
—
458
2,226
2,684
71
2002
01/18
30
Hiram, GA
—
696
2,317
—
—
696
2,317
3,013
63
2012
01/18
35
Kennesaw, GA
—
1,027
1,953
—
—
1,027
1,953
2,980
62
2010
01/18
30
Lawrenceville, GA
—
724
1,668
—
—
724
1,668
2,392
53
2002
01/18
30
Lawrenceville, GA
—
404
2,073
—
—
404
2,073
2,477
79
1995
01/18
25
Lilburn, GA
—
642
1,329
—
—
642
1,329
1,971
42
2010
01/18
30
Loganville, GA
—
623
1,668
—
—
623
1,668
2,291
53
2006
01/18
30
Marietta, GA
—
596
1,018
—
—
596
1,018
1,614
33
2006
01/18
30
McDonough, GA
—
743
1,128
—
—
743
1,128
1,871
36
2007
01/18
30
New Port Richey, FL
—
404
2,339
—
—
404
2,339
2,743
75
2005
01/18
30
Stockbridge, GA
—
587
1,549
—
—
587
1,549
2,136
49
2007
01/18
30
Valdosta, GA
—
395
1,643
—
—
395
1,643
2,038
45
2014
01/18
35
Brunswick, GA
—
725
2,109
—
—
725
2,109
2,834
33
2017
06/18
35
Canton, GA
—
358
2,293
—
—
358
2,293
2,651
41
2012
06/18
30
Columbus, GA
—
871
1,972
—
—
871
1,972
2,843
31
2016
06/18
35
Cordele, GA
—
486
1,762
—
—
486
1,762
2,248
27
2014
06/18
35
Mavis Tire Supply (Mavis Discount Tire):
N. Plainfield, NJ
—
746
1,548
—
—
746
1,548
2,294
65
1974
12/17
25
Raritan, NJ
—
703
983
—
—
703
983
1,686
41
1965
12/17
25
Coram, NY
—
220
—
1,161
—
220
1,161
1,381
1
1984
07/18
(o)
(k)
Clearwater, FL
—
175
849
—
—
175
849
1,024
4
1973
11/18
25
Mavis Tire Supply (Sun Tire):
Jacksonville, FL
—
339
1,449
—
—
339
1,449
1,788
46
1983
03/18
25
Jacksonville, FL
—
367
1,174
—
—
367
1,174
1,541
31
1995
03/18
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:
Jacksonville, FL
—
239
982
—
—
239
982
1,221
31
1985
03/18
25
Jacksonville, FL
—
276
1,139
—
—
276
1,139
1,415
36
1977
03/18
25
Jacksonville, FL
—
450
772
—
—
450
772
1,222
24
1987
03/18
25
Jacksonville, FL
—
697
1,403
—
—
697
1,403
2,100
32
2012
03/18
35
Middleburg, FL
—
661
752
—
—
661
752
1,413
20
2003
03/18
30
Orange Park, FL
—
395
827
—
—
395
827
1,222
22
1990
03/18
30
Orange Park, FL
—
294
1,340
—
—
294
1,340
1,634
42
1981
03/18
25
Tallahassee, FL
—
294
1,340
—
—
294
1,340
1,634
42
1989
03/18
25
Tallahassee, FL
—
220
1,412
—
—
220
1,412
1,632
37
1997
03/18
30
MedExpress Urgent Care:
Fairmont, WV
—
245
1,859
—
—
245
1,859
2,104
352
2011
05/12
35
Hanover, PA
—
533
1,521
—
—
533
1,521
2,054
288
2011
05/12
35
Hermitage, PA
—
445
2,108
—
—
445
2,108
2,553
399
2011
05/12
35
Latrobe, PA
—
681
1,511
—
—
681
1,511
2,192
286
2011
05/12
35
Mt. Pleasant, PA
—
593
1,482
—
—
593
1,482
2,075
280
2011
05/12
35
Pittsburgh, PA
—
227
1,936
—
—
227
1,936
2,163
427
1970
05/12
30
Martinsburg, WV
—
917
—
650
—
917
650
1,567
86
2013
12/12
(m)
40
Wheeling, WV
—
485
1,232
—
—
485
1,232
1,717
238
1989
03/13
30
Huntington, WV
—
990
—
735
—
1,017
735
1,752
96
2013
08/13
(m)
40
Anderson, IN
—
777
—
661
—
777
661
1,438
83
2013
08/13
(m)
40
Terre Haute, IN
—
144
1,616
—
—
144
1,616
1,760
289
1991
08/13
30
Benton, AR
—
376
1,125
—
—
376
1,125
1,501
97
2015
07/15
40
Connellsville, PA
—
162
1,172
—
—
162
1,172
1,334
101
2015
07/15
40
Rogers, AR
—
435
1,168
—
—
435
1,168
1,603
101
2015
07/15
40
Russellville, AR
—
247
1,098
—
—
247
1,098
1,345
108
2015
07/15
35
Hot Springs, AR
—
440
1,155
—
—
440
1,155
1,595
97
2015
08/15
40
Salina, KS
—
321
1,315
—
—
321
1,315
1,636
124
1999
09/15
35
Lehigh Acres, FL
—
459
—
2,151
—
459
2,151
2,610
247
2016
10/15
(m)
25
North Little Rock, AR
—
489
1,137
—
—
489
1,137
1,626
84
2015
01/16
40
Little Rock, AR
—
858
1,806
—
—
858
1,806
2,664
134
2016
01/16
40
Swansea, IL
—
236
1,292
—
—
236
1,292
1,528
109
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
86
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
—
482
—
—
—
482
(i)
482
(i)
(i)
08/16
(i)
Wichita, KS
—
213
—
—
—
213
(i)
213
(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)
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)
Rochester, MN
—
751
—
—
—
751
(i)
751
(i)
(i)
08/17
(i)
Jenison, MI
—
271
—
—
—
271
(i)
271
(i)
(i)
08/17
(i)
Michaels:
Fairfax, VA
—
534
773
1,369
—
992
2,141
3,133
995
1995
12/95
40
Altamonte Springs, FL
—
1,947
3,267
1,198
—
1,947
3,370
5,317
936
1997
09/97
26
Plymouth Meeting, PA
—
2,911
2,595
150
—
2,911
2,744
5,655
1,239
1999
10/98
(g)
40
Florissant, MO
—
523
617
1,784
—
524
2,399
2,923
593
1996
04/03
(g)
40
Miller's Ale House:
Franklin, TN
—
2,519
1,705
—
—
2,519
1,705
4,224
513
1995
12/06
40
Pensacola, FL
—
1,363
1,842
—
—
1,363
1,842
3,205
406
2008
04/11
35
Oviedo, FL
—
113
—
3,785
—
113
3,785
3,898
588
2012
10/11
(m)
40
Norridge, IL
—
2,482
—
—
—
2,482
(i)
2,482
(i)
(i)
05/18
(i)
Mimi's:
Tampa, FL
—
688
2,357
—
—
688
2,357
3,045
383
2003
02/14
30
Mister Car Wash:
Anoka, MN
—
212
214
—
—
212
214
426
167
1968
04/07
15
Brooklyn Park, MN
—
438
778
—
—
438
778
1,216
364
1985
04/07
25
Cedar Rapids, IA
—
391
816
—
—
391
816
1,207
382
1989
04/07
25
Clive, IA
—
1,141
935
—
—
1,141
935
2,076
547
1983
04/07
20
Cottage Grove, MN
—
274
485
—
—
274
485
759
227
1992
04/07
25
Des Moines, IA
—
249
596
—
—
249
596
845
232
1990
04/07
30
Des Moines, IA
—
213
476
—
—
182
476
658
279
1964
04/07
20
Eden Prairie, MN
—
865
751
—
—
865
751
1,616
440
1984
04/07
20
Edina, MN
—
894
687
—
—
894
687
1,581
402
1985
04/07
20
Houston, TX
—
5,126
1,267
—
—
5,126
1,267
6,393
424
1995
04/07
35
Houston, TX
—
3,193
1,305
—
—
3,193
1,305
4,498
437
1995
04/07
35
Houston, TX
—
2,260
1,806
—
—
2,260
1,806
4,066
846
1975
04/07
25
Houston, TX
—
1,846
1,592
—
—
1,846
1,592
3,438
746
1983
04/07
25
Houston, TX
—
796
678
—
—
796
678
1,474
318
1986
04/07
25
Houston, TX
—
624
1,108
—
—
624
1,108
1,732
432
1988
04/07
30
Houston, TX
—
1,347
1,702
—
—
1,347
1,702
3,049
664
1984
04/07
30
Houston, TX
—
1,960
1,145
—
—
1,960
1,145
3,105
536
1983
04/07
25
Houston, TX
—
288
466
—
—
288
466
754
364
1970
04/07
15
Humble, TX
—
1,204
1,517
—
—
1,204
1,517
2,721
507
1993
04/07
35
Plymouth, MN
—
827
182
—
—
767
182
949
182
1955
04/07
10
Roseville, MN
—
861
564
—
—
861
564
1,425
330
1963
04/07
20
Spokane, WA
—
214
580
—
—
214
580
794
226
1990
04/07
30
Spokane, WA
—
1,253
1,146
—
—
1,253
1,146
2,399
383
1997
04/07
35
St. Cloud, MN (n)
—
243
391
—
—
242
391
633
229
1986
04/07
20
Sugarland, TX
—
3,789
1,972
—
—
3,789
1,972
5,761
660
1995
04/07
35
West St Paul, MN
—
836
236
—
—
794
236
1,030
138
1972
04/07
20
Rochester, MN
—
1,055
2,327
—
—
1,055
2,327
3,382
652
2003
10/07
40
Birmingham, AL
—
2,378
2,145
—
—
2,378
2,145
4,523
795
1985
11/07
30
Clearwater, FL
—
825
765
—
—
825
765
1,590
341
1969
11/07
25
Mesquite, TX
—
1,596
2,201
—
—
1,596
2,201
3,797
980
1987
11/07
25
Seminole, FL
—
2,166
1,496
—
—
2,166
1,496
3,662
555
1985
11/07
30
Tampa, FL
—
2,993
1,669
—
—
2,993
1,669
4,662
743
1969
11/07
25
Vestavia Hills, AL
—
1,009
956
—
—
1,009
956
1,965
425
1967
11/07
25
El Paso, TX
—
1,399
1,468
—
—
1,399
1,468
2,867
405
1991
12/07
40
El Paso, TX
—
1,424
1,306
—
—
1,424
1,306
2,730
481
1986
12/07
30
El Paso, TX
—
1,807
2,287
—
—
1,807
2,287
4,094
632
1983
12/07
40
El Paso, TX
—
664
824
—
—
664
824
1,488
227
1991
12/07
40
El Paso, TX
—
988
1,046
—
—
988
1,046
2,034
289
1998
12/07
40
Tampa, FL
—
541
829
—
—
541
829
1,370
289
1978
04/10
25
Springfield, MO
—
1,064
2,109
—
—
1,064
2,109
3,173
524
1990
07/11
30
Springfield, MO
—
1,188
2,817
—
—
1,188
2,817
4,005
600
2000
07/11
35
Springfield, MO
—
642
1,767
—
—
642
1,767
2,409
439
1979
07/11
30
Missouri City, TX
—
549
1,553
—
—
549
1,553
2,102
316
2004
11/11
35
Bountiful, UT
—
484
292
—
—
484
292
776
68
1995
01/12
30
Salt Lake City, UT
—
522
1,806
—
—
522
1,806
2,328
419
1993
01/12
30
Tucson, AZ
—
946
2,566
—
—
946
2,566
3,512
595
2003
01/12
30
Tucson, AZ
—
742
2,226
—
—
742
2,226
2,968
516
2000
01/12
30
Tucson, AZ
—
493
345
—
—
493
345
838
69
2007
01/12
35
Cedar Park, TX
—
794
1,316
—
—
794
1,316
2,110
252
2009
04/12
35
Spokane Valley, WA
—
454
857
—
—
454
857
1,311
164
2005
04/12
35
Salt Lake City, UT
—
781
2,303
—
—
781
2,303
3,084
425
2009
07/12
35
College Park, GA
—
322
1,056
—
—
322
1,056
1,378
190
2008
09/12
35
Griffin, GA
—
401
2,897
—
—
401
2,897
3,298
521
2007
09/12
35
Hampton, GA
—
421
1,996
—
—
421
1,996
2,417
359
2006
09/12
35
Lilburn, GA
—
381
2,426
—
—
381
2,426
2,807
436
2007
09/12
35
Oxford, AL
—
301
3,607
—
—
301
3,607
3,908
648
2008
09/12
35
Clermont, FL
—
783
2,328
—
—
783
2,328
3,111
413
2006
10/12
35
Springfield, MO
—
474
736
—
—
474
736
1,210
153
2006
10/12
30
Abilene, TX
—
641
3,093
—
—
641
3,093
3,734
541
2006
11/12
35
Abilene, TX
—
101
426
—
—
101
426
527
75
2009
11/12
35
Lubbock, TX
—
350
2,984
—
—
350
2,984
3,334
522
2007
11/12
35
Lubbock, TX
—
400
3,403
—
—
400
3,403
3,803
596
2004
11/12
35
Lubbock, TX
—
411
2,534
—
—
411
2,534
2,945
517
2003
11/12
30
Ephrata, PA
—
241
2,797
—
—
241
2,797
3,038
676
1987
12/12
25
Lancaster, PA
—
920
7,894
—
—
920
7,894
8,814
1,590
1999
12/12
30
Sinking Spring, PA
—
1,251
4,735
—
—
1,251
4,735
5,986
953
2005
12/12
30
York, PA
—
591
4,605
—
—
591
4,605
5,196
927
1995
12/12
30
Atlanta, GA
—
1,633
5,378
—
—
1,633
5,378
7,011
1,083
1998
12/12
30
Atlanta, GA
—
1,773
4,528
—
—
1,773
4,528
6,301
782
2003
12/12
35
Urbandale, IA
—
485
374
—
—
485
374
859
71
1990
04/13
30
Houston, TX
—
752
1,736
—
—
752
1,736
2,488
275
2005
06/13
35
Houston, TX
—
551
2,967
—
—
551
2,967
3,518
658
1980
06/13
25
Houston, TX
—
542
1,876
—
—
542
1,876
2,418
297
2012
06/13
35
Houston, TX
—
1,573
2,315
—
—
1,573
2,315
3,888
367
2006
06/13
35
Houston, TX
—
713
964
—
—
713
964
1,677
153
2005
06/13
35
Humble, TX
—
611
3,327
—
—
611
3,327
3,938
527
2006
06/13
35
Katy, TX
—
421
2,157
—
—
421
2,157
2,578
398
2002
06/13
30
Spring, TX
—
652
2,627
—
—
652
2,627
3,279
416
2006
06/13
35
Tucson, AZ
—
654
1,357
—
—
654
1,357
2,011
239
1986
09/13
30
Rochester, MN
—
396
264
—
—
396
264
660
43
1987
02/14
30
Tucson, AZ
—
988
272
—
—
988
272
1,260
44
1987
02/14
30
Brooklyn Park, MN
—
287
394
—
—
265
394
659
37
2011
09/15
35
Lake Mary, FL
—
692
3,518
—
—
692
3,518
4,210
376
1997
10/15
30
Melbourne, FL
—
1,262
4,348
—
—
1,262
4,348
5,610
399
2009
10/15
35
Sanford, FL
—
1,322
3,887
—
—
1,322
3,887
5,209
356
2008
10/15
35
Tampa, FL
—
630
2,879
—
—
630
2,879
3,509
228
1991
08/16
30
Clermont, FL
—
1,550
2,460
—
—
1,550
2,460
4,010
161
2013
09/16
35
Lakeland, FL
—
446
3,064
—
—
446
3,064
3,510
260
1979
11/16
25
Comstock Park, MI
—
1,151
3,860
—
—
1,151
3,860
5,011
289
1978
02/17
25
Grand Rapids, MI
—
494
3,513
—
—
494
3,513
4,007
188
2013
02/17
35
Grand Rapids, MI
—
416
3,590
—
—
416
3,590
4,006
224
2006
02/17
30
Grand Rapids, MI
—
426
2,180
—
—
426
2,180
2,606
163
1963
02/17
25
Grand Rapids, MI
—
455
1,958
—
—
455
1,958
2,413
147
1963
02/17
25
Wyoming, MI
—
928
5,077
—
—
928
5,077
6,005
381
1965
02/17
25
Columbia Heights, MN
—
96
252
—
—
96
252
348
11
1961
02/18
20
Madison, TN
—
669
51
—
—
669
51
720
1
1988
06/18
25
Colorado Springs, CO
—
295
2,118
—
—
295
2,118
2,413
13
2013
10/18
35
Atwater, CA
—
809
4,198
—
—
809
4,198
5,007
5
2008
12/18
35
Ceres, CA
—
347
4,160
—
—
347
4,160
4,507
7
1994
12/18
25
Los Banos, CA
—
712
4,294
—
—
712
4,294
5,006
4
2018
12/18
40
Manteca, CA
—
501
4,506
—
—
501
4,506
5,007
5
2016
12/18
35
Merced, CA
—
347
4,660
—
—
347
4,660
5,007
6
1998
12/18
30
Modesto, CA
—
674
3,332
—
—
674
3,332
4,006
5
1991
12/18
30
Modesto, CA
—
741
3,765
—
—
741
3,765
4,506
5
2002
12/18
30
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:
Patterson, CA
—
741
4,265
—
—
741
4,265
5,006
5
2017
12/18
35
Tracy, CA
—
761
4,246
—
—
761
4,246
5,007
5
2013
12/18
35
Movie Tavern Theatre:
Covington, LA
—
1,081
6,779
—
—
1,081
6,779
7,860
970
1993
09/14
30
Baton Rouge, LA
—
1,497
—
10,888
—
1,497
10,888
12,385
953
1993
11/14
(o)
40
Allentown, PA
—
3,610
—
10,921
—
3,610
10,921
14,531
102
2018
06/17
(m)
40
Mr. Hero:
Parma, OH
—
36
291
25
—
36
316
352
43
1980
06/15
25
Muchas Gracias Mexican Restaurant:
Salem, OR
—
556
736
—
—
556
736
1,292
313
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
130
1997
12/01
40
Natural Grocers:
Lincoln, NE
—
1,482
2,811
—
—
1,482
2,811
4,293
458
2012
04/13
35
Coeur D'Alene, ID
—
2,172
—
2,778
—
2,172
2,778
4,950
333
2014
08/13
(m)
40
Flagstaff, AZ
2,673
(j)
831
4,079
—
—
831
4,079
4,910
481
2012
11/14
35
Helena, MT
2,344
(j)
1,079
3,062
—
—
1,079
3,062
4,141
361
2012
11/14
35
Missoula, MT
2,088
(j)
929
3,222
—
—
929
3,222
4,151
380
2012
11/14
35
Sedona, AZ
2,456
(j)
1,064
3,211
—
—
1,064
3,211
4,275
378
2012
11/14
35
Steamboat Springs, CO
2,843
(j)
1,512
3,447
—
—
1,512
3,447
4,959
406
2012
11/14
35
Independence, MO
—
912
5,002
—
—
912
5,002
5,914
674
2002
12/14
30
Vancouver, WA
—
1,639
—
4,338
—
1,639
4,338
5,977
221
2016
06/16
(m)
40
South Jordan, UT
—
1,460
—
4,039
—
1,460
4,039
5,499
215
2016
08/16
(m)
40
Nebraskaland Tire:
Park City, KS
—
214
687
—
—
214
687
901
465
1989
06/05
20
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:
New Vision Theatre:
Montgomery, AL
—
1,686
11,156
—
—
1,686
11,156
12,842
1,197
2014
09/14
40
Nitlantika:
Hollywood, FL
—
383
88
70
—
234
33
267
1
1960
12/05
15
Northern Tool:
Beaumont, TX
—
483
831
1,207
—
483
2,038
2,521
531
1992
03/99
40
Asheville, NC
—
519
2,998
—
—
519
2,998
3,517
567
2007
05/12
35
Spartanburg, SC
—
654
3,174
—
—
654
3,174
3,828
454
2007
09/14
30
NTB Tire and Service Centers:
Hampton, VA
—
180
427
—
—
180
427
607
147
1986
03/05
40
Newport News, VA
—
234
259
—
—
234
259
493
89
1986
03/05
40
Norfolk, VA
—
398
508
—
—
398
508
906
175
1986
03/05
40
Rockville, MD
—
1,030
306
—
—
1,016
306
1,322
106
1974
03/05
40
Washington, DC (n)
—
624
578
—
—
624
578
1,202
199
1983
03/05
40
Office Depot:
Gastonia, NC
—
1,554
2,367
1,019
—
1,554
3,386
4,940
1,035
2004
12/04
40
OfficeMax:
Cincinnati, OH
—
543
1,575
—
—
543
1,575
2,118
964
1994
07/94
40
Evanston, IL
—
1,868
1,758
—
—
1,868
1,758
3,626
1,035
1995
06/95
40
Salinas, CA
—
1,353
1,829
—
—
1,353
1,829
3,182
1,000
1995
02/97
40
Lynchburg, VA
—
562
—
1,851
—
562
1,851
2,413
939
1998
02/98
(m)
40
Tigard, OR
—
1,540
2,247
—
—
1,540
2,247
3,787
1,131
1995
11/98
40
Griffin, GA
—
685
—
1,802
—
685
1,802
2,487
888
1999
11/98
(g)
40
Weatherford, TX
—
548
2,436
—
—
548
2,436
2,984
349
1999
09/14
30
Old Chicago:
Garland, TX
—
895
—
1,085
—
888
1,085
1,973
88
2016
01/16
(m)
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:
Ollie's Bargain Outlet:
Sarasota, FL
—
1,428
1,703
1,104
—
1,428
2,807
4,235
687
1988
09/97
40
Orchard Supply Hardware:
Pismo Beach, CA
—
2,436
1,997
2,339
—
2,436
4,336
6,772
1,151
1989
12/11
(o)
25
San Jose, CA
—
4,092
4,279
3,307
—
4,092
7,586
11,678
2,038
1982
12/11
(o)
25
San Jose, CA
—
6,406
2,457
3,374
—
6,406
5,831
12,237
1,542
1982
12/11
(o)
25
Chico, CA
—
1,782
4,563
746
—
1,782
5,308
7,090
1,119
2002
07/12
(o)
30
Clovis, CA
—
1,226
1,426
151
—
1,226
1,577
2,803
403
1982
07/12
(o)
25
Pinole, CA
—
2,784
5,195
—
—
2,784
5,195
7,979
1,342
1987
07/12
(o)
25
San Jose, CA
—
3,370
2,517
—
—
3,370
2,517
5,887
650
1965
07/12
25
Oregano's Pizza Bistro:
Fort Collins, CO
—
390
895
367
—
390
1,262
1,652
238
1995
02/11
30
Outback:
Cheyenne, WY (n)
—
672
2,502
—
—
672
2,502
3,174
566
2001
03/12
30
Conroe, TX
—
524
583
—
—
524
583
1,107
159
1992
03/12
25
Copley Township, OH
—
753
2,407
—
—
753
2,407
3,160
654
1993
03/12
25
Coraopolis, PA
—
487
2,326
—
—
487
2,326
2,813
527
1998
03/12
30
Denver, CO (n)
—
850
1,305
—
—
850
1,305
2,155
253
2003
03/12
35
Knoxville, TN
—
753
1,852
—
—
753
1,852
2,605
359
2004
03/12
35
Largo, MD
—
1,738
2,227
—
—
1,738
2,227
3,965
504
2001
03/12
30
Lufkin, TX
—
514
1,147
—
—
514
1,147
1,661
260
1999
03/12
30
Mechanicsville, VA
—
674
2,328
—
—
674
2,328
3,002
527
2002
03/12
30
Mt. Pleasant, SC
—
713
1,466
—
—
713
1,466
2,179
332
1999
03/12
30
Phoenix, AZ (n)
—
821
2,284
—
—
821
2,284
3,105
517
2002
03/12
30
Shreveport, LA
—
633
3,105
—
—
633
3,105
3,738
843
1994
03/12
25
Smithfield, NC
—
772
2,345
—
—
772
2,345
3,117
455
2004
03/12
35
Stockbridge, GA
—
910
1,988
—
—
910
1,988
2,898
450
2001
03/12
30
Troy, OH
—
456
1,575
—
—
456
1,575
2,031
306
2004
03/12
35
Venice, FL
—
833
2,529
—
—
833
2,529
3,362
572
2001
03/12
30
Warrenton, VA
—
1,833
2,021
—
—
1,833
2,021
3,854
457
2001
03/12
30
Wheaton, IL
—
901
654
—
—
901
654
1,555
178
1994
03/12
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:
Fultondale, AL
—
765
2,097
—
—
765
2,097
2,862
288
1998
11/14
30
Palais Royale:
Sealy, TX
—
457
504
1,778
—
462
2,282
2,744
738
1982
03/99
40
Panda Express:
Florissant, MO
—
50
59
170
—
50
228
278
57
2012
04/03
(g)
40
Patient First:
Richmond, VA
—
270
1,545
—
—
270
1,545
1,815
393
1988
05/11
30
York, PA
—
772
2,995
—
—
772
2,995
3,767
558
2011
07/11
40
Mechanicsburg, PA
—
933
3,401
—
—
933
3,401
4,334
585
2011
02/12
40
Chesapeake, VA
—
598
2,161
—
—
598
2,161
2,759
129
1998
03/17
30
Virginia Beach, VA
—
550
2,160
—
—
550
2,160
2,710
129
1998
03/17
30
Patriot Fuels:
Vinita, OK
—
72
368
—
—
72
368
440
173
1972
07/09
20
Pawn America:
Fridley, MN
—
1,013
4,465
—
—
1,013
4,465
5,478
899
1978
12/12
30
Mankato, MN
—
449
—
1,705
—
449
1,705
2,154
219
2013
03/13
(m)
40
PDQ:
Altamonte Springs, FL
—
553
997
—
—
553
(i)
553
—
(i)
01/96
(i)
Pep Boys:
Chicago, IL
—
1,077
3,756
—
—
1,077
3,756
4,833
1,194
1993
11/07
35
Cicero, IL
—
1,341
3,760
—
—
1,341
3,760
5,101
1,195
1993
11/07
35
Cornwell Heights, PA
—
2,058
3,102
—
—
2,058
3,102
5,160
1,380
1972
11/07
25
East Brunswick, NJ
—
2,449
5,026
—
—
2,449
5,026
7,475
1,864
1987
11/07
30
Guayama, PR
—
1,729
2,732
—
—
1,729
2,131
3,860
588
1998
11/07
33
Jacksonville, FL
—
810
2,331
—
—
810
2,331
3,141
741
1989
11/07
35
Joliet, IL
—
1,506
3,727
—
—
1,506
3,727
5,233
1,185
1993
11/07
35
Lansing, IL
—
869
3,440
—
—
869
3,440
4,309
1,093
1993
11/07
35
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:
Marietta, GA
—
1,311
3,556
—
—
1,311
3,556
4,867
1,319
1987
11/07
30
Marlton, NJ
—
1,608
4,142
—
—
1,608
4,142
5,750
1,536
1983
11/07
30
Philadelphia, PA
—
1,300
3,830
—
—
1,300
3,830
5,130
1,218
1995
11/07
35
Quakertown, PA
—
1,129
3,252
—
—
1,129
3,252
4,381
1,034
1995
11/07
35
Reading, PA
—
1,189
3,367
—
—
1,189
2,819
4,008
917
1989
11/07
28
Roswell, GA
—
931
2,732
—
—
931
2,732
3,663
1,013
2007
11/07
30
Turnersville, NJ
—
990
3,494
—
—
990
3,494
4,484
1,296
1986
11/07
30
Houston, TX
—
734
3,028
—
—
734
3,028
3,762
879
1994
04/10
30
Perkins Restaurant:
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
Des Moines, IA
—
270
218
—
—
270
218
488
218
1977
06/05
10
Newton, IA
—
354
402
—
—
354
402
756
402
1979
06/05
10
Urbandale, IA
—
377
581
—
—
377
581
958
394
1979
06/05
20
Pet Paradise:
Houston, TX
—
417
2,306
—
—
417
2,306
2,723
622
2008
03/08
40
Bunnell, FL
—
316
881
—
—
316
881
1,197
236
1997
04/08
40
Charlotte, NC
—
825
—
3,231
—
825
3,231
4,056
764
2009
11/08
(m)
40
Davie, FL
—
1,138
1,069
—
—
1,138
1,069
2,207
307
2003
12/08
35
Wesley Chapel, FL
—
1,529
—
2,175
—
1,529
2,175
3,704
66
2017
02/17
(m)
40
Petco:
Grand Forks, ND
—
307
910
—
—
307
910
1,217
479
1996
12/97
40
Florissant, MO
—
299
352
1,019
—
300
1,371
1,671
339
2012
04/03
(g)
40
Petro Express:
Belmont, NC
—
1,508
1,622
—
—
1,508
1,622
3,130
543
2001
04/07
35
Charlotte, NC
—
1,532
1,973
—
—
1,532
1,973
3,505
660
1998
04/07
35
Charlotte, NC
—
1,778
1,977
—
—
1,778
1,977
3,755
772
1992
04/07
30
Charlotte, NC
—
1,810
2,570
—
—
1,810
2,570
4,380
752
2004
04/07
40
Charlotte, NC
—
507
698
—
—
507
698
1,205
409
1967
04/07
20
Charlotte, NC
—
2,165
1,965
—
—
2,165
1,965
4,130
657
1997
04/07
35
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:
Charlotte, NC
—
2,784
3,720
—
—
2,784
3,720
6,504
1,245
1998
04/07
35
Charlotte, NC
—
629
876
—
—
623
876
1,499
342
1986
04/07
30
Charlotte, NC
—
2,316
2,064
—
—
2,316
2,064
4,380
690
1996
04/07
35
Charlotte, NC
—
1,340
1,790
—
—
1,340
1,790
3,130
599
1998
04/07
35
Charlotte, NC
—
1,697
2,419
—
—
1,697
2,419
4,116
708
2005
04/07
40
Charlotte, NC
—
1,291
1,839
—
—
1,291
1,839
3,130
718
1988
04/07
30
Charlotte, NC
—
1,458
2,047
—
—
1,458
2,047
3,505
799
1987
04/07
30
Charlotte, NC
—
1,030
1,725
—
—
1,030
1,725
2,755
673
1983
04/07
30
Charlotte, NC
—
429
425
—
—
429
425
854
166
1983
04/07
30
Concord, NC
—
1,828
1,677
—
—
1,707
1,677
3,384
561
2002
04/07
35
Concord, NC
—
2,144
1,986
—
—
2,144
1,986
4,130
664
2000
04/07
35
Denver, NC
—
2,317
1,750
—
—
2,317
1,750
4,067
585
1999
04/07
35
Fort Mill, SC
—
3,825
2,554
—
—
3,825
2,554
6,379
855
1998
04/07
35
Gastonia, NC
—
335
545
—
—
317
545
862
159
2000
04/07
40
Gastonia, NC
—
745
760
—
—
745
760
1,505
223
2003
04/07
40
Gastonia, NC
—
1,070
1,185
—
—
1,070
1,185
2,255
396
1990
04/07
35
Gastonia, NC
—
965
1,228
—
—
965
1,228
2,193
411
2001
04/07
35
Hickory, NC
—
1,975
1,530
—
—
1,975
1,530
3,505
512
2002
04/07
35
Kings Mountain, NC
—
1,210
982
—
—
1,210
982
2,192
329
1988
04/07
35
Lake Wylie, SC
—
1,381
2,061
—
—
1,381
2,061
3,442
690
1998
04/07
35
Lake Wylie, SC
—
1,972
1,283
—
—
1,972
1,283
3,255
429
2003
04/07
35
Lincolnton, NC (n)
—
723
532
—
—
723
532
1,255
208
1989
04/07
30
Mineral Springs, NC
—
678
577
—
—
678
577
1,255
169
2002
04/07
40
Monroe, NC
—
421
834
—
—
421
834
1,255
279
1997
04/07
35
Monroe, NC
—
857
1,023
—
—
857
1,023
1,880
299
2004
04/07
40
Monroe, NC
—
709
796
—
—
709
796
1,505
266
1999
04/07
35
Rock Hill, SC
—
778
727
—
—
778
727
1,505
284
1990
04/07
30
Rock Hill, SC
—
2,119
1,886
—
—
2,119
1,886
4,005
631
1998
04/07
35
Rock Hill, SC
—
3,095
1,910
—
—
3,095
1,910
5,005
639
1999
04/07
35
Statesville, NC
—
1,886
2,182
—
—
1,864
2,182
4,046
730
1999
04/07
35
Waxhaw, NC
—
508
747
—
—
508
747
1,255
219
2002
04/07
40
York, SC
—
2,306
1,449
—
—
2,306
1,449
3,755
485
1999
04/07
35
Charlotte, NC
—
1,834
1,214
—
—
1,834
1,214
3,048
353
1997
05/07
40
Charlotte, NC
—
1,849
2,280
—
—
1,849
2,280
4,129
663
2005
05/07
40
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:
Rock Hill, SC
—
3,108
2,146
—
—
3,055
2,146
5,201
624
1999
05/07
40
PetSense:
Kingsville, TX
—
499
458
224
—
499
682
1,181
245
1995
12/01
40
PetSmart:
Chicago, IL
—
2,724
3,566
—
—
2,724
3,566
6,290
1,809
1998
09/98
40
Rock Hill, SC
—
1,734
3,381
—
—
1,734
3,381
5,115
127
1998
11/17
30
PetSuites:
Chesapeake, VA
—
974
—
2,907
—
974
2,907
3,881
39
2018
12/17
(m)
(k)
Winter Springs, FL
—
943
—
3,855
—
993
3,855
4,848
44
2018
12/17
(m)
40
Suwanee, GA
—
705
—
—
—
705
(e)
705
(e)
(e)
11/18
(m)
(e)
Pier I Imports:
Anchorage, AK
—
928
1,663
—
—
928
1,663
2,591
949
1995
02/96
40
Memphis, TN
—
713
822
—
—
713
822
1,535
443
1997
09/96
(f)
40
Sanford, FL
—
738
803
—
—
738
803
1,541
417
1998
06/97
(f)
40
Valdosta, GA
—
391
806
—
—
391
806
1,197
385
1999
01/99
(f)
40
Pizza Hut:
Monroeville, AL
—
547
44
—
—
547
44
591
19
1976
12/01
40
Bowie, TX
—
111
346
—
—
111
346
457
54
1976
02/15
25
Greeneville, TN
—
111
717
—
—
111
717
828
111
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
186
1995
12/01
40
Randallstown, MD
—
483
609
—
—
483
609
1,092
119
1958
02/14
25
Power Body Wellness:
Conyers, GA
—
320
556
29
—
320
585
905
304
1997
06/97
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:
Power Center:
Midland, MI
—
1,085
1,635
220
—
1,085
1,598
2,683
533
2005
05/05
(g)
40
Big Flats, NY
—
2,248
7,159
1,258
—
2,248
5,075
7,323
1,695
2006
08/05
(g)
40
Power Fuel & C-Store:
Moosic, PA
—
323
309
—
—
323
309
632
207
1980
08/05
20
Premium Spas & Billiards:
Fairfax, VA
—
105
151
413
—
194
564
758
164
1995
12/95
40
Publix Super Markets:
Tampa, FL
—
2,128
1,522
—
—
2,128
1,522
3,650
856
1994
06/96
40
Pull-A-Part:
Augusta, GA
—
1,414
—
1,449
—
1,414
1,449
2,863
418
2007
08/06
(m)
40
Birmingham, AL
—
1,165
2,090
—
—
1,165
2,090
3,255
647
1964
08/06
40
Charlotte, NC
—
2,913
1,724
—
—
2,908
1,724
4,632
533
2006
08/06
40
Conley, GA
—
1,686
1,387
—
—
1,686
1,387
3,073
429
1999
08/06
40
Harvey, LA
—
1,887
—
4,326
—
1,887
4,326
6,213
1,131
2008
08/06
(m)
40
Knoxville, TN
—
961
—
2,384
—
961
2,384
3,345
683
2007
08/06
(m)
40
Louisville, KY
—
3,206
1,532
—
—
3,206
1,532
4,738
474
2006
08/06
40
Nashville, TN
—
2,164
1,414
—
—
2,164
1,414
3,578
437
2006
08/06
40
Norcross, GA
—
1,831
1,040
—
—
1,831
1,040
2,871
322
1998
08/06
40
Cleveland, OH
—
4,556
—
2,096
—
4,556
2,096
6,652
583
2007
08/06
(m)
40
Lafayette, LA
—
1,036
—
2,226
—
1,036
2,226
3,262
614
2007
08/06
(m)
40
Montgomery, AL
—
934
—
2,013
—
934
2,013
2,947
560
2007
11/06
(m)
40
Jackson, MS
—
1,315
—
2,471
—
1,315
2,318
3,633
635
2008
12/06
(m)
40
Baton Rouge, LA
—
893
—
3,256
—
893
3,256
4,149
797
2009
01/07
(m)
40
Memphis, TN
—
1,779
—
2,964
—
1,779
2,964
4,743
787
2008
05/07
(m)
40
Mobile, AL
—
550
—
2,772
—
550
2,772
3,322
690
2009
06/07
(m)
40
Winston-Salem, NC
—
846
—
2,449
—
836
2,449
3,285
615
2009
08/07
(m)
40
Lithonia, GA
—
2,410
—
2,345
—
2,410
2,345
4,755
584
2009
08/07
(m)
40
Columbia, SC
—
935
—
2,178
—
935
2,178
3,113
542
2009
09/07
(m)
40
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:
Akron, OH
—
1,065
—
1,869
—
1,065
1,869
2,934
426
2009
10/08
(m)
40
Quaker Steak & Lube:
Mentor, OH
—
841
2,452
—
—
841
2,452
3,293
330
2009
04/14
35
QuikTrip:
Clive, IA
—
623
557
—
—
623
557
1,180
251
1994
06/05
30
Johnston, IA
—
394
385
—
—
394
385
779
174
1991
06/05
30
Tulsa, OK
—
1,225
650
—
—
1,225
650
1,875
293
1990
06/05
30
Fountain Inn, SC
—
723
3,289
—
—
723
3,289
4,012
231
2015
07/16
35
Charlotte, NC
—
739
3,512
3
—
740
3,514
4,254
209
2016
08/16
40
Marietta, GA
—
1,870
3,795
—
—
1,870
3,795
5,665
210
2016
10/16
40
Alpharetta, GA
—
1,665
3,700
—
—
1,665
3,700
5,365
143
2016
06/17
40
Roswell, GA
—
1,693
3,572
—
—
1,693
3,572
5,265
130
2016
07/17
40
Concord, NC
—
1,529
3,993
—
—
1,529
3,993
5,522
104
2017
12/17
40
Qwest Corporation Service Center:
Cedar Rapids, IA
—
184
629
143
—
184
772
956
462
1976
06/05
20
Rabobank:
Chico, CA
—
346
—
—
—
346
—
346
(e)
(i)
07/12
(e)
Raising Cane's:
Lancaster, OH
—
600
—
1,075
—
600
1,075
1,675
165
2012
01/08
(g)
40
Sulphur, LA
—
326
1,268
—
—
326
1,268
1,594
279
2009
04/11
35
Hurst, TX
—
763
—
1,309
—
763
1,309
2,072
236
2011
05/11
(m)
40
Fort Worth, TX
—
792
—
1,144
—
792
1,144
1,936
206
2011
06/11
(m)
40
Plano, TX
—
1,316
—
1,349
—
1,316
1,349
2,665
243
2011
06/11
(m)
40
Pearland, TX
—
774
—
1,255
—
774
1,255
2,029
224
2011
07/11
(m)
40
Addison, TX
—
869
—
1,343
—
869
1,343
2,212
228
2012
10/11
(m)
40
Houston, TX
—
737
—
1,163
—
737
1,163
1,900
200
2012
10/11
(m)
40
Euless, TX
—
1,222
—
1,376
—
1,226
1,376
2,602
242
2011
12/11
(m)
40
Moore, OK
—
762
—
1,153
—
762
1,153
1,915
193
2012
01/12
(m)
40
Rowlett, TX
—
814
—
1,398
—
814
1,398
2,212
226
2012
02/12
(m)
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:
Keller, TX
—
833
—
1,265
—
833
1,265
2,098
196
2012
06/12
(m)
40
Omaha, NE
—
1,181
—
1,676
—
1,181
1,676
2,857
250
2013
08/12
(m)
40
McKinney, TX
—
1,443
—
1,255
—
1,443
1,255
2,698
179
2013
11/12
(m)
40
Tulsa, OK
—
1,006
—
1,508
—
1,006
1,508
2,514
215
2013
12/12
(m)
40
Broken Arrow, OK
—
1,267
1,285
—
—
1,267
1,285
2,552
173
2013
04/13
40
Oklahoma City, OK
—
1,217
—
1,312
—
1,217
1,312
2,529
165
2013
06/13
(m)
40
Oklahoma City, OK
—
988
—
1,268
—
988
1,268
2,256
165
2013
06/13
(m)
40
Owasso, OK
—
641
—
1,313
—
641
1,313
1,954
163
2014
09/13
(m)
40
Longview, TX
—
1,020
—
1,488
—
1,020
1,488
2,508
166
2014
02/14
(m)
40
Georgetown, TX
—
1,101
—
1,830
—
1,101
1,830
2,931
196
2014
05/14
(m)
40
Centennial, CO
—
2,083
—
2,217
—
2,083
2,217
4,300
67
2017
04/17
(m)
40
Rallys:
Toledo, OH
—
126
320
—
—
126
320
446
219
1989
07/92
39
RBC Bank:
Altamonte Springs, FL
—
1,316
2,014
—
—
1,316
2,014
3,330
496
2007
05/10
35
Regal Theatre:
Bolingbrook, IL
—
2,937
3,032
1,500
—
2,937
4,532
7,469
1,417
1994
09/07
30
Rent-A-Center:
Cohoes, NY
—
64
348
242
—
64
590
654
146
1994
09/04
40
Rite Aid:
Mobile, AL (n)
—
1,137
1,694
—
—
1,137
1,694
2,831
722
2000
12/01
40
Norfolk, VA
—
2,742
1,797
—
—
2,742
1,797
4,539
758
2001
02/02
40
Thorndale, PA
—
2,261
2,472
—
—
2,261
2,472
4,733
1,043
2001
02/02
40
West Mifflin, PA
—
1,402
2,044
—
—
1,402
2,044
3,446
862
1999
02/02
40
Clinton Twp, MI
—
977
1,664
—
—
977
1,664
2,641
266
1998
03/14
30
Dowagiac, MI
—
409
1,609
—
—
409
1,609
2,018
257
1998
03/14
30
Rite Care Pharmacy:
Dallas, TX
—
2,407
2,299
320
—
2,407
2,618
5,025
825
1971
06/05
40
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:
RNR Wheels / RNR Tire Express:
Anderson, SC
—
140
815
—
—
140
815
955
104
1996
07/14
35
Road Ranger:
Springfield, IL
—
705
1,500
—
—
705
1,500
2,205
470
1997
06/06
40
Belvidere, IL
—
1,098
1,256
1,257
—
1,098
2,513
3,611
643
1997
06/06
40
Brazil, IN
—
2,199
907
—
—
2,199
907
3,106
284
1990
06/06
40
Cherry Valley, IL
—
1,409
1,897
—
—
1,409
1,897
3,306
595
1991
06/06
40
Cottage Grove, WI
—
2,175
1,733
2
—
2,098
1,733
3,831
543
1990
06/06
40
Decatur, IL
—
815
1,314
—
—
815
1,314
2,129
412
2002
06/06
40
Dekalb, IL
—
747
1,658
—
—
747
1,658
2,405
520
2000
06/06
40
Elk Run Heights, IA
—
1,538
2,470
—
—
1,538
2,470
4,008
775
1989
06/06
40
Lake Station, IN
—
3,172
1,112
—
—
3,172
1,112
4,284
349
1987
06/06
40
Mendota, IL
—
1,218
3,295
—
—
1,218
3,295
4,513
822
1996
06/06
40
Oakdale, WI
—
1,844
1,663
—
—
1,844
1,663
3,507
521
1998
06/06
40
Rockford, IL
—
1,094
1,662
—
—
1,093
1,662
2,755
521
1996
06/06
40
Rockford, IL
—
623
1,331
7
—
596
803
1,399
252
2000
06/06
40
Springfield, IL
—
1,795
1,863
—
—
2,211
1,863
4,074
692
1978
06/06
40
Champaign, IL
—
3,241
2,008
—
—
3,241
2,008
5,249
596
2006
02/07
40
DeKalb, IL
—
505
1,503
—
—
505
1,503
2,008
446
2004
02/07
40
Fenton, MO
—
2,584
2,622
—
—
2,584
2,622
5,206
778
2007
02/07
40
Hampshire, IL
—
1,307
1,501
1,629
—
1,307
3,130
4,437
904
1988
02/07
(f)
40
Princeton, IL (n)
—
1,141
3,066
—
—
1,141
3,066
4,207
910
2003
02/07
40
South Beloit, IL
—
3,824
2,309
—
—
3,824
2,309
6,133
685
2002
02/07
40
Cedar Rapids, IA
—
1,025
984
—
—
1,025
984
2,009
290
1990
03/07
40
Marion, IA
—
737
1,071
—
—
737
1,071
1,808
316
1974
03/07
40
Okawville, IL
—
1,530
1,147
1,034
—
1,536
2,181
3,717
508
1997
08/07
40
Dubuque, IA
—
561
1,941
—
—
561
1,941
2,502
548
2000
09/07
40
Belvidere, IL
—
521
1,053
—
—
521
1,053
1,574
293
2008
09/07
(f)
40
South Beloit, IL
—
1,182
1,324
—
—
1,182
1,324
2,506
368
2008
09/07
(f)
40
Chicago, IL
—
1,350
6,450
—
—
1,350
6,450
7,800
1,666
1970
07/12
25
Bensenville, IL
—
842
3,164
—
—
842
3,164
4,006
400
2002
03/15
30
Loves Park, IL
—
911
2,283
—
—
911
2,283
3,194
247
2010
03/15
35
Roadrunner Markets:
Abingdon, VA
—
820
4,005
—
—
820
4,005
4,825
195
2012
04/17
35
Abingdon, VA
—
251
1,817
—
—
251
1,817
2,068
103
2001
04/17
30
Abingdon, VA
—
396
1,479
—
—
396
1,479
1,875
84
1984
04/17
30
Abingdon, VA
—
261
1,711
—
—
261
1,711
1,972
117
1992
04/17
25
Abingdon, VA
—
542
890
—
—
542
890
1,432
61
1972
04/17
25
Asheville, NC
—
966
1,690
—
—
966
1,690
2,656
115
1983
04/17
25
Asheville, NC
—
995
1,169
—
—
995
1,169
2,164
80
1994
04/17
25
Asheville, NC
—
502
2,154
—
—
502
2,154
2,656
123
1997
04/17
30
Blountville, TN
—
338
3,406
—
—
338
3,406
3,744
233
1968
04/17
25
Blountville, TN
—
242
1,189
—
—
242
1,189
1,431
81
1993
04/17
25
Bluff City, TN
—
174
2,587
—
—
174
2,587
2,761
147
1997
04/17
30
Bristol, TN
—
232
1,006
—
—
232
1,006
1,238
69
1979
04/17
25
Bristol, TN
—
224
272
—
—
224
272
496
16
1997
04/17
30
Bristol, VA
—
135
1,151
—
—
135
1,151
1,286
79
1988
04/17
25
Bristol, VA
—
174
814
—
—
174
814
988
46
1998
04/17
30
Bristol, VA
—
203
1,228
—
—
203
1,228
1,431
70
1986
04/17
30
Bristol, VA
—
290
2,077
—
—
290
2,077
2,367
142
1986
04/17
25
Bristol, VA
—
591
271
—
—
591
271
862
19
1980
04/17
25
Chilhowie, VA
—
213
2,154
—
—
213
2,154
2,367
123
2004
04/17
30
Columbus, NC
—
416
1,286
—
—
416
1,286
1,702
73
1998
04/17
30
Columbus, NC
—
242
1,730
—
—
242
1,730
1,972
118
1994
04/17
25
Elizabethton, TN
—
174
1,797
—
—
174
1,797
1,971
123
1969
04/17
25
Elizabethtown, TN
—
521
1,642
—
—
521
1,642
2,163
93
1997
04/17
30
Erwin, TN
—
425
3,512
—
—
425
3,512
3,937
200
2002
04/17
30
Erwin, TN
—
426
861
—
—
426
861
1,287
59
1989
04/17
25
Glade Spring, VA
—
570
3,369
—
—
570
3,369
3,939
230
1991
04/17
25
Gray, TN
—
348
2,114
—
—
348
2,114
2,462
144
1983
04/17
25
Greeneville, TN
—
406
1,565
—
—
406
1,565
1,971
76
2016
04/17
35
Hampton, TN
—
232
2,481
—
—
232
2,481
2,713
141
1998
04/17
30
Johnson City, TN
—
136
900
—
—
136
900
1,036
51
1995
04/17
30
Johnson City, TN
—
454
1,025
—
—
454
1,025
1,479
58
1996
04/17
30
Johnson City, TN
—
511
3,232
—
—
511
3,232
3,743
184
1998
04/17
30
Johnson City, TN
—
1,023
2,181
—
—
1,023
2,181
3,204
124
1996
04/17
30
Johnson City, TN
—
926
2,914
—
—
926
2,914
3,840
166
1997
04/17
30
Johnson City, TN
—
531
1,343
—
—
531
1,343
1,874
76
1989
04/17
30
Johnson City, TN
—
454
2,008
—
—
454
2,008
2,462
98
2014
04/17
35
Johnson City, TN
—
579
2,133
—
—
579
2,133
2,712
121
2005
04/17
30
Johnson City, TN
—
358
822
—
—
358
822
1,180
47
1987
04/17
30
Johnson City, TN
—
212
2,153
—
—
212
2,153
2,365
123
2006
04/17
30
Johnson City, TN
—
415
1,459
—
—
415
1,459
1,874
83
2004
04/17
30
Jonesborough, TN
—
531
3,107
—
—
531
3,107
3,638
152
2013
04/17
35
Jonesborough, TN
—
145
1,334
—
—
145
1,334
1,479
91
1983
04/17
25
Jonesborough, TN
—
299
2,163
—
—
299
2,163
2,462
92
2010
04/17
40
Kingsport, TN
—
463
1,999
—
—
463
1,999
2,462
98
2016
04/17
35
Kingsport, TN
—
97
891
—
—
97
891
988
61
1979
04/17
25
Kingsport, TN
—
214
282
—
—
214
282
496
19
1979
04/17
25
Kingsport, TN
—
319
1,160
—
—
319
1,160
1,479
66
2001
04/17
30
Kingsport, TN
—
222
1,257
—
—
222
1,257
1,479
86
1988
04/17
25
Kingsport, TN
—
475
320
—
—
475
320
795
18
1987
04/17
30
Kingsport, TN
—
97
1,382
—
—
97
1,382
1,479
94
1973
04/17
25
Kingsport, TN
—
107
534
—
—
107
534
641
36
1976
04/17
25
Kingsport, TN
—
415
1,555
—
—
415
1,555
1,970
106
1983
04/17
25
Kingsport, TN
—
521
2,683
—
—
521
2,683
3,204
183
1993
04/17
25
Kingsport, TN
—
359
455
—
—
359
455
814
26
1997
04/17
30
Kingsport, TN
—
521
2,336
—
—
521
2,336
2,857
133
1999
04/17
30
Kingsport, TN
—
106
1,623
—
—
106
1,623
1,729
111
1972
04/17
25
Landrum, SC
—
676
4,005
—
—
676
4,005
4,681
228
1999
04/17
30
Lebanon, VA
—
155
1,084
—
—
155
1,084
1,239
62
1998
04/17
30
Lebanon, VA
—
222
1,749
—
—
222
1,749
1,971
120
1989
04/17
25
Marion, VA
—
550
2,501
—
—
550
2,501
3,051
171
1994
04/17
25
Morristown, TN
—
242
601
—
—
242
601
843
41
1976
04/17
25
Morristown, TN
—
280
1,449
—
—
280
1,449
1,729
99
1976
04/17
25
Morristown, TN
—
116
727
—
—
116
727
843
50
1974
04/17
25
Piney Flats, TN
—
463
2,191
—
—
463
2,191
2,654
125
1983
04/17
30
Rural Retreat, VA
—
319
2,540
—
—
319
2,540
2,859
174
1991
04/17
25
Waynesville, NC
—
261
2,395
—
—
261
2,395
2,656
136
1997
04/17
30
Robbins Diamonds:
Newark, DE
—
636
1,273
38
—
629
1,311
1,940
773
1994
12/94
40
Ross Dress for Less:
Coral Gables, FL
—
1,782
1,661
19
—
1,782
1,680
3,462
909
1994
06/96
38
Lodi, CA
—
614
1,415
—
—
614
1,415
2,029
538
1984
03/99
40
Ruby Tuesday:
Americus, GA
—
371
832
—
—
371
832
1,203
29
2007
12/17
30
Arvada, CO
—
705
633
—
—
705
633
1,338
22
1996
12/17
30
Ashland, KY
—
623
1,084
—
—
623
1,084
1,707
38
2003
12/17
30
Athens, AL
—
895
308
—
—
895
308
1,203
11
2005
12/17
30
Austintown, OH
—
244
1,265
—
—
244
1,265
1,509
44
2003
12/17
30
Bedford, VA
—
696
606
—
—
696
606
1,302
21
2006
12/17
30
Big Rapids, MI
—
452
958
—
—
452
958
1,410
33
2006
12/17
30
Branson, MO
—
597
822
—
—
597
822
1,419
34
1994
12/17
25
Columbia, MD
—
1,760
244
—
—
1,760
244
2,004
10
1994
12/17
25
Concord, NC
—
778
425
—
—
778
425
1,203
15
2003
12/17
30
Edinburgh, IN
—
533
1,210
—
—
533
1,210
1,743
42
2005
12/17
30
Farmville, VA
—
461
742
—
—
461
742
1,203
26
2005
12/17
30
Fayetteville, NC
—
370
1,436
—
—
370
1,436
1,806
50
2000
12/17
30
Florence, SC
—
406
1,400
—
—
406
1,400
1,806
49
2002
12/17
30
Fuquay-Varina, NC
—
606
804
—
—
606
804
1,410
28
2003
12/17
30
Hopewell, VA
—
632
976
—
—
632
976
1,608
34
2005
12/17
30
Indianapolis, IN
—
877
326
—
—
877
326
1,203
10
2007
12/17
35
Inverness, FL
—
587
1,219
—
—
587
1,219
1,806
36
2006
12/17
35
Jacksonville, FL
—
833
244
—
—
833
244
1,077
8
2003
12/17
30
Kingsland, GA
—
1,066
641
—
—
1,066
641
1,707
22
2006
12/17
30
Leeds, AL
—
280
923
—
—
280
923
1,203
32
1999
12/17
30
Lincoln, NE
—
361
1,445
—
—
361
1,445
1,806
50
2002
12/17
30
New Bern, NC
—
470
832
—
—
470
832
1,302
29
2005
12/17
30
New Port Richey, FL
—
461
841
—
—
461
841
1,302
29
2001
12/17
30
North Platte, NE
—
515
1,093
—
—
515
1,093
1,608
33
2007
12/17
35
Orangeburg, SC
—
605
1,399
—
—
605
1,399
2,004
49
2001
12/17
30
Roanoke, VA
—
606
804
—
—
606
804
1,410
28
2001
12/17
30
Royal Palm Beach, FL
—
994
416
—
—
994
416
1,410
14
2002
12/17
30
St. Augustine, FL
—
1,255
551
—
—
1,255
551
1,806
19
2004
12/17
30
Terre Haute, IN
—
371
832
—
—
371
832
1,203
29
2006
12/17
30
Troy, AL
—
226
1,184
—
—
226
1,184
1,410
41
2004
12/17
30
Vidalia, GA
—
407
1,201
—
—
407
1,201
1,608
42
1998
12/17
30
Warsaw, IN
—
524
778
—
—
524
778
1,302
27
1999
12/17
30
Waterville, ME
—
145
1,463
—
—
145
1,463
1,608
51
2002
12/17
30
Zephyrhills, FL
—
849
957
—
—
849
957
1,806
33
2005
12/17
30
Ruby's Place:
Swansea, IL
—
46
133
87
—
46
220
266
42
1997
12/01
(g)
40
Rue 21:
Lapeer, MI
—
126
645
—
—
126
629
755
179
2007
10/05
40
Sally Beauty Supply:
Lapeer, MI
—
33
167
—
—
33
163
196
46
2007
10/05
40
Salons by JC:
Buford, GA
—
539
1,421
373
—
539
1,798
2,337
553
2003
07/04
(g)
40
Saltgrass Steakhouse:
San Marcos, TX
—
837
1,453
—
—
837
1,453
2,290
441
2000
11/06
40
Beaumont, TX
—
558
—
2,336
—
901
1,819
2,720
407
1975
09/10
(m)
30
San Antonio, TX
—
1,280
—
853
—
1,280
853
2,133
152
2011
08/11
(m)
40
Cypress, TX
—
1,071
—
1,886
—
1,071
1,886
2,957
305
2012
03/12
(m)
40
Midland, TX
—
837
2,073
—
—
837
2,073
2,910
328
1998
01/13
35
Port Arthur, TX
—
890
—
2,049
—
890
2,049
2,939
254
2014
08/13
(m)
40
McAllen, TX
—
1,390
—
1,148
—
1,393
1,146
2,539
151
2007
12/13
(m)
35
College Station, TX
—
934
—
2,076
—
934
2,076
3,010
223
2014
04/14
(m)
40
Lewisville, TX
—
1,268
—
2,456
—
1,268
2,456
3,724
189
2015
11/14
(m)
40
Waco, TX
—
730
—
2,321
—
730
2,321
3,051
191
2015
12/14
(m)
40
Odessa, TX
—
1,000
—
2,410
—
1,000
2,410
3,410
183
2015
01/15
(m)
40
Lubbock, TX
—
1,025
—
2,251
—
1,025
2,251
3,276
152
2016
10/15
(m)
40
Baytown, TX
—
1,208
—
2,455
—
1,208
2,455
3,663
120
2017
07/16
(m)
40
Corpus Christi, TX
—
1,008
—
2,580
—
1,008
2,580
3,588
150
2016
09/16
(m)
35
Tyler, TX
—
1,622
—
2,615
—
1,622
2,615
4,237
101
2017
10/16
(m)
40
Oklahoma City, OK
—
853
—
2,359
—
853
2,359
3,212
95
1996
06/17
(o)
30
Pasadena, TX
—
1,498
—
2,783
—
1,498
2,783
4,281
72
2017
07/17
(m)
40
Little Rock, AR
—
1,140
—
2,606
—
1,140
2,606
3,746
57
2017
08/17
(m)
40
Sherwood, AR
—
1,166
—
2,666
—
1,166
2,666
3,832
47
2018
09/17
(m)
40
Tulsa, OK
—
1,327
—
2,832
—
1,327
2,832
4,159
27
2018
01/18
(m)
40
Hoover, AL
—
911
—
2,489
—
911
2,489
3,400
15
2003
03/18
(o)
35
Covington, LA
—
1,185
—
—
—
1,185
(e)
1,185
(e)
(e)
04/18
(m)
(e)
The Colony, TX
—
1,549
—
—
—
1,549
(e)
1,549
(e)
(e)
05/18
(m)
(e)
Save A Lot:
Memphis, TN
—
404
—
1,278
—
404
1,278
1,682
643
1998
12/97
(g)
40
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:
Save on Gas and C-Store:
Wilkes-Barre, PA
—
876
1,957
—
—
876
1,957
2,833
1,308
1998
08/05
20
Hughesville, PA
—
290
566
—
—
290
258
548
156
1977
01/06
40
Savers Thrift Superstore:
Fairview Heights, IL
—
1,258
2,623
246
—
1,258
2,869
4,127
907
1980
10/05
(g)
40
North Olmsted, OH
—
1,613
4,549
—
—
1,613
4,549
6,162
402
1983
08/16
40
Schlotzsky's Deli:
Phoenix, AZ
—
706
315
—
—
706
315
1,021
134
1995
12/01
40
Scottsdale, AZ
—
717
311
—
—
686
311
997
132
1995
12/01
40
Scotchman:
Hudson, NC
—
512
2,485
—
—
512
2,485
2,997
86
2002
12/17
30
Kings Mountain, NC
—
533
1,985
—
—
533
1,985
2,518
69
1999
12/17
30
Rock Hill, SC
—
319
1,588
—
—
319
1,588
1,907
66
1992
12/17
25
Rutherfordton, NC
—
213
1,839
—
—
213
1,839
2,052
64
1999
12/17
30
Rutherfordton, NC
—
349
2,160
—
—
349
2,160
2,509
90
1990
12/17
25
Shelby, NC
—
320
2,189
—
—
320
2,189
2,509
91
1994
12/17
25
Shelby, NC
—
184
1,783
—
—
184
1,783
1,967
74
1990
12/17
25
Season's 52:
Schaumburg, IL
—
2,065
1,311
—
—
2,065
(i)
2,065
(i)
(i)
12/01
(i)
Service First Automotive:
Katy, TX
—
1,370
2,704
—
—
1,370
2,704
4,074
3
2018
12/18
40
Spring, TX
—
1,860
2,716
—
—
1,860
2,716
4,576
3
2018
12/18
40
Service King:
The Colony, TX
—
2,135
3,819
—
—
2,135
3,819
5,954
171
2016
03/17
40
Shek's Chinese Express:
Eden Prairie, MN
—
65
261
—
—
65
261
326
109
1997
12/01
40
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:
Shell:
Glendale, AZ
—
1,817
2,415
126
—
1,817
2,541
4,358
767
2001
05/08
40
Peoria, AZ
—
860
1,117
114
—
860
1,231
2,091
510
1987
05/08
30
Shop-a-Snak:
Bessemer, AL
—
564
742
—
—
564
742
1,306
234
2002
05/06
40
Chelsea, AL
—
391
628
—
—
391
628
1,019
198
1981
05/06
40
Jasper, AL (n)
—
551
747
—
—
551
747
1,298
236
1998
05/06
40
Birmingham, AL
—
446
672
—
—
446
672
1,118
212
1989
05/06
40
Birmingham, AL
—
361
744
—
—
361
744
1,105
235
1989
05/06
40
Birmingham, AL
—
439
704
—
—
439
704
1,143
222
1989
05/06
40
Homewood, AL
—
468
657
—
—
468
657
1,125
207
1990
05/06
40
Hoover, AL
—
764
1,157
—
—
663
1,157
1,820
365
2005
05/06
40
Hoover, AL
—
713
865
—
—
713
865
1,578
273
1998
05/06
40
Hoover, AL
—
490
769
—
—
444
769
1,213
243
1992
05/06
40
Trussville, AL
—
272
542
—
—
249
542
791
171
1992
05/06
40
Tuscaloosa, AL
—
386
733
—
—
386
733
1,119
231
1991
05/06
40
Tuscaloosa, AL
—
525
463
—
—
525
463
988
146
1991
05/06
40
Tuscaloosa, AL
—
432
559
—
—
432
559
991
177
1991
05/06
40
Shopko:
Riverdale, UT
—
2,294
5,396
—
—
2,294
5,396
7,690
836
1991
02/15
25
Spokane, WA
—
2,270
7,975
—
—
2,270
7,975
10,245
1,236
1986
02/15
25
West Bend, WI
—
1,435
7,654
—
—
1,435
7,654
9,089
1,186
1987
02/15
25
Sleep Number:
Tucson, AZ
—
906
—
1,271
—
906
1,271
2,177
123
2015
11/14
(m)
40
Billings, MT
—
708
—
1,086
—
708
1,086
1,794
55
2016
08/16
(m)
40
Dublin, OH
—
333
—
1,518
—
333
1,518
1,851
5
2014
09/18
(o)
(k)
Sleepy's:
Bay Shore, NY
—
674
1,907
—
—
674
1,907
2,581
188
1985
07/16
25
Bridgehampton, NY
—
1,819
2,283
—
—
1,819
2,283
4,102
187
2003
07/16
30
Dickson City, PA
—
509
3,563
—
—
509
3,563
4,072
292
1998
07/16
30
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:
Farmingdale, NY
—
522
2,021
—
—
522
2,021
2,543
199
1999
07/16
25
Hasbrouck Heights, NJ
—
609
989
—
—
609
989
1,598
97
1965
07/16
25
Huntington Station, NY
—
437
1,766
—
—
437
1,766
2,203
174
1990
07/16
25
Ledgewood, NJ
—
456
1,312
—
—
456
1,312
1,768
129
1981
07/16
25
Middletown, NY
—
351
3,232
—
—
351
3,232
3,583
318
1977
07/16
25
Montgomeryville, PA
—
283
3,084
—
—
283
3,084
3,367
303
1988
07/16
25
Old Saybrook, CT
—
691
3,595
—
—
691
3,595
4,286
442
1929
07/16
20
Rockville Centre, NY
—
732
951
—
—
732
951
1,683
117
1925
07/16
20
Somers Point, NJ
—
313
1,691
—
—
313
1,691
2,004
139
2004
07/16
30
Watchung, NJ
—
587
2,662
—
—
587
2,662
3,249
262
1981
07/16
25
Waterford, CT
—
615
2,736
—
—
615
2,736
3,351
269
1976
07/16
25
Whitehall, PA
—
218
1,177
—
—
218
1,177
1,395
96
2002
07/16
30
Sonic:
Athens, AL
—
275
672
—
—
275
672
947
36
1996
05/17
30
Auburn, AL
—
360
804
—
—
360
804
1,164
44
2002
05/17
30
Auburn, AL
—
379
710
—
—
379
710
1,089
38
1996
05/17
30
Bedford, VA
—
256
550
—
—
256
550
806
26
2007
05/17
35
Bristol, TN
—
237
569
—
—
237
569
806
31
2001
05/17
30
Columbus, GA
—
502
303
—
—
502
303
805
16
2001
05/17
30
Columbus, GA
—
341
531
—
—
341
531
872
29
1997
05/17
30
Dandridge, TN
—
142
730
—
—
142
730
872
40
2002
05/17
30
Danville, VA
—
331
691
—
—
331
691
1,022
32
2008
05/17
35
Decatur, AL
—
237
710
—
—
237
710
947
38
1998
05/17
30
Florence, AL
—
388
559
—
—
388
559
947
30
2001
05/17
30
Forence, AL
—
265
824
—
—
265
824
1,089
45
1997
05/17
30
Greeneville, TN
—
180
692
—
—
180
692
872
45
1990
05/17
25
Hampton Cove, AL
—
483
681
—
—
483
681
1,164
32
2006
05/17
35
Huntsville, AL
—
218
871
—
—
218
871
1,089
40
2008
05/17
35
Huntsville, AL
—
332
616
—
—
332
616
948
33
1999
05/17
30
Huntsville, AL
—
275
814
—
—
275
814
1,089
44
2001
05/17
30
Huntsville, AL
—
398
625
—
—
398
625
1,023
29
2005
05/17
35
Huntsville, AL
—
246
701
—
—
246
701
947
46
1992
05/17
25
Johnson City, TN
—
379
493
—
—
379
493
872
32
1994
05/17
25
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:
Kingsport, TN
—
322
550
—
—
322
550
872
30
2000
05/17
30
Knoxville, TN
—
227
824
—
—
227
824
1,051
54
1987
05/17
25
Lanett, AL
—
322
550
—
—
322
550
872
30
1997
05/17
30
Madison, AL
—
303
720
—
—
303
720
1,023
39
1996
05/17
30
Madison, AL
—
454
634
—
—
454
634
1,088
34
2000
05/17
30
Marion, VA
—
95
852
—
—
95
852
947
46
1997
05/17
30
Millbrook, AL
—
549
540
—
—
549
540
1,089
29
2005
05/17
30
Montgomery, AL
—
227
644
—
—
227
644
871
35
1999
05/17
30
Montgomery, AL
—
729
360
—
—
729
360
1,089
17
2005
05/17
35
Morristown, TN
—
123
607
—
—
123
607
730
39
1977
05/17
25
Morristown, TN
—
275
597
—
—
275
597
872
39
1985
05/17
25
Moulton, AL
—
379
710
—
—
379
710
1,089
38
2005
05/17
30
Muscle Shoals, AL
—
208
880
—
—
208
880
1,088
48
1995
05/17
30
Newport, TN
—
142
664
—
—
142
664
806
36
2000
05/17
30
North Tazewell, VA
—
114
758
—
—
114
758
872
41
1993
05/17
30
Norton, VA
—
133
739
—
—
133
739
872
34
2007
05/17
35
Opelika, AL
—
663
360
—
—
663
360
1,023
19
2006
05/17
30
Phenix City, AL
—
322
701
—
—
322
701
1,023
38
1997
05/17
30
Prattville, AL
—
388
634
—
—
388
634
1,022
34
1994
05/17
30
Roanoke, VA
—
265
757
—
—
265
757
1,022
35
2006
05/17
35
Rogersville, TN
—
57
815
—
—
57
815
872
44
1996
05/17
30
Sevierville, TN
—
436
511
—
—
436
511
947
33
1988
05/17
25
Sonic Automotive:
Charlotte, NC
—
3,619
4,854
—
—
3,619
4,854
8,473
1,411
1996
05/07
40
Sparkling Image:
Bakersfield, CA
—
2,798
5,260
22
—
1,781
284
2,065
268
1997
03/08
35
Bakersfield, CA
—
3,664
3,709
11
—
3,664
3,721
7,385
1,146
1994
03/08
35
Bakersfield, CA
—
2,043
3,520
40
—
2,043
719
2,762
361
1988
03/08
30
Bakersfield, CA
—
3,363
3,288
—
—
3,363
3,288
6,651
887
2002
03/08
40
Bakersfield, CA
—
3,346
6,016
—
—
3,346
6,016
9,362
1,852
1998
03/08
35
Bakersfield, CA
—
2,564
4,465
2,178
—
2,564
6,643
9,207
2,245
1988
03/08
30
San Fernando, CA
—
6,630
2,706
47
—
6,630
2,753
9,383
993
1988
03/08
30
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:
Ventura, CA
—
6,253
4,560
207
—
5,813
4,767
10,580
1,461
1994
03/08
35
Ventura, CA
—
5,590
4,431
94
—
5,590
4,526
10,116
1,217
2001
03/08
40
Spec's Liquor and Fine Foods:
Corpus Christi, TX
—
768
841
601
—
768
1,442
2,210
796
1967
11/93
40
Coffee City, TX
—
1,330
3,858
—
—
1,330
3,858
5,188
1,338
1996
02/05
40
Speedy Cash:
Knoxville, TN
—
324
779
4
—
324
782
1,106
83
2014
04/15
35
Chicago, IL
—
317
859
—
—
317
859
1,176
68
2014
03/16
35
Spencer’s Air Conditioning & Appliance:
Glendale, AZ
—
342
982
—
—
342
982
1,324
477
1999
12/98
(g)
40
Sprint PCS:
Lewisville, TX
—
555
—
1,172
—
598
1,128
1,726
81
2016
12/01
(m)
40
Staples:
Memphis, TN
—
931
2,210
—
—
931
2,210
3,141
308
2011
02/14
35
Steak N Shake:
Munhall, PA
—
688
727
—
—
688
727
1,415
130
2002
07/14
25
South Bend, IN
—
447
1,238
—
—
447
1,238
1,685
184
2004
07/14
30
Sterling Collision:
Lombard, IL
—
622
1,714
—
—
622
1,714
2,336
414
1997
12/12
25
Stone Mountain Chevrolet:
Lilburn, GA (n)
—
3,027
4,685
—
—
3,027
4,685
7,712
1,684
2004
08/04
40
Stop N Go:
Grand Prairie, TX
—
421
685
—
—
421
685
1,106
292
1986
12/01
40
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:
Stripes:
Laredo, TX (n)
—
459
460
—
—
459
460
919
150
1983
12/05
40
Lawton, OK (n)
—
697
964
—
—
649
964
1,613
314
1984
12/05
40
Wichita Falls, TX (n)
—
440
751
—
—
440
751
1,191
245
1984
12/05
40
Wichita Falls, TX (n)
—
905
1,351
—
—
905
1,351
2,256
440
2000
12/05
40
Wichita Falls, TX (n)
—
484
828
—
—
484
828
1,312
270
1983
12/05
40
Monahans, TX (n)
—
2,628
2,973
—
—
2,628
2,973
5,601
827
1996
11/07
40
Odessa, TX (n)
—
2,633
3,199
—
—
2,633
3,199
5,832
890
2006
11/07
40
San Angelo, TX (n)
—
194
471
—
—
194
471
665
131
1998
11/07
40
Harlingen, TX (n)
—
329
935
—
—
329
935
1,264
342
1980
01/08
30
Houston, TX (n)
—
696
1,458
—
—
696
1,458
2,154
366
2008
12/08
40
Lubbock, TX (n)
—
671
1,612
—
—
671
1,612
2,283
405
2007
12/08
40
Corpus Christi, TX
—
661
2,624
—
—
661
2,624
3,285
623
1999
11/11
30
Corpus Christi, TX
—
412
2,356
—
—
412
2,356
2,768
560
1999
11/11
30
Corpus Christi, TX
—
450
1,370
—
—
450
1,370
1,820
325
1996
11/11
30
Harlingen, TX
—
230
2,356
—
—
230
2,356
2,586
560
2000
11/11
30
Laredo, TX
—
938
5,829
—
—
938
5,829
6,767
1,384
1995
11/11
30
Laredo, TX
—
441
1,935
—
—
441
1,935
2,376
394
2002
11/11
35
Laredo, TX
—
421
3,016
—
—
421
3,016
3,437
716
1998
11/11
30
Laredo, TX
—
335
2,509
—
—
335
2,509
2,844
596
1999
11/11
30
Mercedes, TX
—
556
1,523
—
—
556
1,523
2,079
362
1998
11/11
30
Portland, TX
—
488
4,710
—
—
488
4,710
5,198
1,119
1999
11/11
30
Rockport, TX
—
660
4,269
—
—
660
4,269
4,929
869
2008
11/11
35
San Juan, TX
—
565
1,179
—
—
565
1,179
1,744
280
1999
11/11
30
Subway:
Eden Prairie, MN
—
54
150
67
—
54
218
272
91
1997
12/01
40
Albany, NY
—
3
67
—
—
3
67
70
24
1992
09/04
40
Cohoes, NY
—
21
116
8
—
21
123
144
49
1994
09/04
40
Sunbelt Rentals:
Dayton, OH
—
391
1,223
—
—
391
1,223
1,614
234
2008
04/12
35
Shepherdsville, KY
—
516
1,577
—
—
516
1,577
2,093
302
2009
04/12
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:
Sunoco:
Arnold, MD
—
417
581
—
—
417
581
998
111
1993
04/13
30
Baltimore, MD
—
542
2,054
—
—
542
2,054
2,596
391
1998
04/13
30
Baltimore, MD
—
271
1,482
—
—
271
1,482
1,753
338
1968
04/13
25
Baltimore, MD
—
455
2,122
—
—
455
2,122
2,577
484
1980
04/13
25
Baltimore, MD
—
310
1,686
—
—
310
1,686
1,996
275
2004
04/13
35
Baltimore, MD
—
620
1,279
—
—
620
1,279
1,899
243
1989
04/13
30
Baltimore, MD
—
523
2,809
—
—
523
2,809
3,332
641
1982
04/13
25
Baltimore, MD
—
368
1,647
—
—
368
1,647
2,015
313
1996
04/13
30
Bel Air, MD
—
1,376
620
—
—
1,376
620
1,996
118
1994
04/13
30
Bethesda, MD
—
1,414
1,347
—
—
1,414
1,347
2,761
307
1971
04/13
25
Centreville, VA
—
1,753
697
—
—
1,753
697
2,450
133
1994
04/13
30
Chantilly, VA
—
1,472
1,831
—
—
1,472
1,831
3,303
418
1966
04/13
25
Dale City, VA
—
639
2,461
—
—
639
2,461
3,100
468
1992
04/13
30
Dumfries, VA
—
387
2,364
—
—
387
2,364
2,751
450
1999
04/13
30
Edgewood, MD
—
823
2,073
—
—
823
2,073
2,896
473
1985
04/13
25
Frederick, MD
—
940
1,860
—
—
940
1,860
2,800
354
1996
04/13
30
Gaithersburg, MD
—
1,027
2,073
—
—
1,027
2,073
3,100
473
1982
04/13
25
Glen Burnie, MD
—
804
1,647
—
—
804
1,647
2,451
313
1994
04/13
30
Herndon, VA
—
707
1,792
—
—
707
1,792
2,499
341
1989
04/13
30
Joppa, MD
—
862
174
—
—
862
174
1,036
40
1987
04/13
25
Manassas, VA
—
1,230
1,521
—
—
1,230
1,521
2,751
289
1991
04/13
30
Manassas, VA
—
746
1,434
—
—
746
1,434
2,180
273
1993
04/13
30
Odenton, MD
—
668
2,780
—
—
668
2,780
3,448
529
2000
04/13
30
Owings Mills, MD
—
1,337
911
—
—
1,337
911
2,248
173
1994
04/13
30
Parkton, MD
—
397
2,151
—
—
397
2,151
2,548
409
1993
04/13
30
Pasadena, MD
—
591
2,509
—
—
579
2,509
3,088
477
1997
04/13
30
Pasadena, MD
—
407
1,492
—
—
407
1,492
1,899
284
1989
04/13
30
Perryville, MD
—
601
3,778
—
—
601
3,778
4,379
719
1990
04/13
30
Randallstown, MD
—
746
1,715
—
—
746
1,715
2,461
326
1995
04/13
30
Reisterstown, MD
—
649
2,354
—
—
649
2,354
3,003
448
1995
04/13
30
Rockville, MD
—
1,996
2,054
—
—
1,996
2,054
4,050
469
1971
04/13
25
Severn, MD
—
765
3,139
—
—
765
3,139
3,904
597
1987
04/13
30
Sterling, VA
—
1,356
1,095
—
—
1,356
1,095
2,451
208
1997
04/13
30
See accompanying report of independent registered public accounting firm.
F-64
Table of Contents
Initial Cost to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (b)
Life on Which
Depreciation &
Amortization in Latest Income
Statement is
Computed (Years)
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation
and
Amortization
Date of
Construction
Date
Acquired
Real Estate Held for Investment the Company has Invested in Under Operating Leases:
Sterling, VA (n)
—
1,540
2,461
—
—
1,540
2,461
4,001
468
1998
04/13
30
Timonium, MD
—
1,356
1,598
—
—
1,356
1,598
2,954
365
1981
04/13
25
Towson, MD
—
630
2,771
—
—
630
2,771
3,401
633
1988
04/13
25
Warrenton, VA
—
1,802
2,703
—
—
1,802
2,703
4,505
514
1994
04/13
30
Woodbridge, VA
—
678
2,664
—
—
678
2,664
3,342
608
1988
04/13
25
Sunshine Energy:
Kansas City, MO
—
517
720
—
—
517
720
1,237
272
1993
07/09
25
SunTrust:
Alexandria, VA
—
2,735
732
—
—
2,735
732
3,467
271
1969
06/13
15
Alpharetta, GA
—
1,056
1,425
—
—
1,056
1,425
2,481
263
2005
06/13
30
Alpharetta, GA
—
1,625
1,366
—
—
1,625
1,366
2,991
378
1991
06/13
20
Atlanta, GA
—
2,130
1,623
—
—
2,130
1,623
3,753
450
1976
06/13
20
Augusta, GA
—
865
872
—
—
865
872
1,737
483
1972
06/13
10
Belleview, FL
—
226
1,085
—
—
226
1,085
1,311
200
1979
06/13
30
Beverly Hills, FL
—
376
1,414
—
—
376
1,414
1,790
261
1989
06/13
30
Black Mountain, NC
—
780
655
—
—
780
655
1,435
655
1943
06/13
5
Bladensburg, MD
—
1,528
1,538
—
—
1,528
1,538
3,066
284
1946
06/13
30
Bradenton, FL
—
437
1,251
—
—
429
1,251
1,680
231
1980
06/13
30
Chattanooga, TN
—
336
341
—
—
336
341
677
341
1974
06/13
5
Chattanooga, TN
—
260
374
—
—
260
374
634
374
1981
06/13
5
Chattanooga, TN
—
308
652
—
—
308
652
960
652
1972
06/13
5
Conyers, GA
—
366
501
—
—
366
501
867
277
1986
06/13
10
Crystal River, FL
—
430
2,971
—
—
430
2,971
3,401
470
1983
06/13
35
Daytona Beach Shores, FL
—
318
720
—
—
318
720
1,038
160
1982
06/13
25
Deland, FL
—
270
1,296
—
—
270
1,296
1,566
239
1993
06/13
30
Doral, FL
—
1,912
1,100
—
—
1,912
1,100
3,012
305
1988
06/13
20
Duluth, GA
—
851
845
—
—
851
845
1,696
234
1992
06/13
20
Edgewater, FL
—
419
1,417
—
—
419
1,417
1,836
262
1986
06/13
30
Fort Myers, FL
—
814
684
—
—
814
684
1,498
253
1986
06/13
15
Greenacres City, FL
—
1,395
1,533
—
—
1,395
1,533
2,928
283
1988
06/13
30
Greensboro, NC
—
516
394
—
—
430
394
824
394
1980
06/13
5
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:
Hialeah, FL
—
2,578
1,149
—
—
2,578
1,149
3,727
637
1978
06/13
10
Homosassa, FL
—
344
825
—
—
344
825
1,169
183
1985
06/13
25
Huntersville, NC
—
177
830
—
—
177
830
1,007
184
1998
06/13
25
Jacksonville, FL
—
674
821
—
—
674
821
1,495
182
1987
06/13
25
Jacksonville, FL
—
938
926
—
—
938
926
1,864
257
1979
06/13
20
Jonesboro, GA
—
591
1,185
—
—
591
1,185
1,776
1,185
1965
06/13
5
Jupiter, FL
—
1,035
1,327
—
—
1,035
1,327
2,362
210
1998
06/13
35
Kannapolis, NC
—
850
834
—
—
850
834
1,684
834
1906
06/13
5
Kernersville, NC
—
284
708
—
—
284
708
992
262
1990
06/13
15
Lady Lake, FL
—
340
1,355
—
—
340
1,355
1,695
250
1996
06/13
30
Lake City, TN
—
326
514
—
—
326
514
840
514
1958
06/13
5
Largo, FL
—
258
643
—
—
258
643
901
178
1979
06/13
20
Lawrenceburg, TN
—
205
413
—
—
205
413
618
413
1975
06/13
5
Lawrenceville, GA
—
657
1,764
—
—
657
1,764
2,421
978
1985
06/13
10
Lightfoot, VA
—
177
512
—
—
177
512
689
284
1973
06/13
10
Marietta, GA
—
617
714
—
—
617
714
1,331
396
1974
06/13
10
Mechanicsville, VA
—
343
493
—
—
343
493
836
493
1965
06/13
5
Monroe, NC
—
586
353
—
—
586
353
939
353
1981
06/13
5
Murfreesboro, TN
—
276
554
—
—
276
554
830
205
1989
06/13
15
N Miami Beach, FL
—
915
497
—
—
915
497
1,412
184
1986
06/13
15
Nashville, TN
—
627
639
—
—
627
639
1,266
354
1972
06/13
10
Nashville, TN
—
438
1,295
—
—
438
1,295
1,733
239
1994
06/13
30
New Port Richey, FL
—
463
1,178
—
—
463
1,178
1,641
261
1998
06/13
25
Norcross, GA
—
789
663
—
—
789
663
1,452
245
1986
06/13
15
Orlando, FL
—
801
1,135
—
—
801
1,135
1,936
315
1993
06/13
20
Palm Harbor, FL
—
532
384
—
—
532
384
916
213
1983
06/13
10
Punta Gorda, FL (n)
—
1,483
1,330
—
—
1,483
1,330
2,813
368
1972
06/13
20
Richmond, VA
—
398
673
—
—
398
673
1,071
673
1972
06/13
5
Richmond, VA
—
283
245
—
—
283
245
528
245
1973
06/13
5
Richmond, VA
—
263
563
—
—
263
563
826
312
1981
06/13
10
Roanoke, VA
—
264
256
—
—
264
256
520
256
1973
06/13
5
Roxboro, NC
—
452
918
—
—
452
918
1,370
339
1983
06/13
15
Sebastian, FL
—
438
856
—
—
438
856
1,294
237
1987
06/13
20
Sebring, FL
—
326
920
—
—
326
920
1,246
204
1985
06/13
25
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:
South Boston, VA
—
221
1,441
—
—
221
1,441
1,662
399
1975
06/13
20
Spartanburg, SC
—
435
372
—
—
435
372
807
206
1921
06/13
10
Spring Hill, FL
—
460
1,102
—
—
460
1,102
1,562
1,102
1973
06/13
5
Spring Hill, FL
—
631
1,950
—
—
631
1,950
2,581
360
1988
06/13
30
Stuart, FL (n)
—
1,143
2,570
—
—
1,143
2,570
3,713
475
1985
06/13
30
Sun City Center, FL (n)
—
568
3,671
—
—
568
3,671
4,239
581
1971
06/13
35
Tucker, GA
—
395
1,208
—
—
395
1,208
1,603
335
1971
06/13
20
Valrico, FL
—
178
870
—
—
160
864
1,024
162
1981
06/13
30
Virginia Beach, VA
—
326
366
—
—
326
366
692
203
1985
06/13
10
Wildwood, FL
—
308
953
—
—
308
953
1,261
211
1978
06/13
25
Superior Petroleum:
Midway, PA
—
311
708
—
—
311
708
1,019
306
1990
01/06
30
Supervalu:
Maple Heights, OH
—
1,035
2,874
—
—
1,035
2,874
3,909
1,572
1985
02/97
40
Sweet Berries Cafe:
Sherman, TX
—
233
126
24
—
233
150
383
91
1969
09/06
20
Taco Bell:
Ocala, FL
—
275
755
—
—
275
755
1,030
322
2001
12/01
40
Phoenix, AZ
—
594
283
—
—
594
283
877
120
1995
12/01
40
Bedford, IN
—
797
937
—
—
797
937
1,734
296
1989
05/06
40
Columbus, IN
—
690
1,213
—
—
690
1,213
1,903
383
2005
05/06
40
Columbus, IN
—
1,257
2,055
—
—
1,257
2,055
3,312
648
1990
05/06
40
Evansville, IN
—
221
828
—
—
221
828
1,049
261
2003
05/06
40
Evansville, IN
—
308
1,301
—
—
308
1,301
1,609
410
2000
05/06
40
Evansville, IN
—
524
1,815
—
—
524
1,815
2,339
573
2005
05/06
40
Fishers, IN
—
990
486
—
—
990
486
1,476
153
1998
05/06
40
Greensburg, IN
—
648
1,079
—
—
648
1,079
1,727
341
1998
05/06
40
Indianapolis, IN
—
547
703
—
—
547
703
1,250
222
2004
05/06
40
Indianapolis, IN
—
1,032
1,650
—
—
1,032
1,650
2,682
521
2004
05/06
40
Madisonville, KY
—
682
1,193
—
—
682
1,193
1,875
376
1999
05/06
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:
Owensboro, KY
—
639
1,326
—
—
639
1,326
1,965
419
2005
05/06
40
Shelbyville, IN
—
670
1,756
—
—
670
1,756
2,426
554
1998
05/06
40
Speedway, IN
—
408
1,426
—
—
408
1,426
1,834
450
2003
05/06
40
Terre Haute, IN
—
1,037
1,656
—
—
1,037
1,656
2,693
523
2003
05/06
40
Terre Haute, IN
—
1,314
2,249
—
—
1,314
2,249
3,563
710
2003
05/06
40
Vincennes, IN
—
502
880
—
—
502
880
1,382
278
2004
05/06
40
Hialeah, FL
—
263
69
—
—
263
(i)
263
(i)
(i)
09/06
(i)
Anderson, SC
—
273
820
—
—
273
820
1,093
264
1989
12/10
25
Anderson, SC
—
176
436
—
—
176
436
612
117
2000
12/10
30
Asheville, NC
—
408
732
—
—
408
732
1,140
235
1992
12/10
25
Asheville, NC
—
252
483
—
—
252
483
735
155
1993
12/10
25
Black Mountain, NC
—
149
313
—
—
149
313
462
101
1992
12/10
25
Blue Ridge, GA
—
276
553
—
—
276
553
829
178
1992
12/10
25
Cedartown, GA
—
353
890
—
—
353
890
1,243
286
1990
12/10
25
Duncan, SC
—
280
483
—
—
280
483
763
129
1999
12/10
30
Easley, SC (n)
—
444
818
—
—
444
818
1,262
263
1991
12/10
25
Fort Payne, AL
—
362
533
—
—
362
533
895
171
1989
12/10
25
Franklin, NC
—
472
687
—
—
472
687
1,159
221
1992
12/10
25
Gaffney, SC
—
388
940
—
—
388
940
1,328
252
1998
12/10
30
Greenville, SC
—
169
330
—
—
169
330
499
106
1990
12/10
25
Greenville, SC
—
414
810
—
—
414
810
1,224
217
1995
12/10
30
Hendersonville, NC
—
569
1,163
—
—
569
1,163
1,732
374
1988
12/10
25
Inman, SC
—
223
502
—
—
223
502
725
135
1999
12/10
30
Lavonia, GA
—
122
359
—
—
122
359
481
96
1999
12/10
30
Madison, AL
—
498
886
—
—
498
886
1,384
285
1985
12/10
25
Oneonta, AL
—
362
881
—
—
362
881
1,243
283
1992
12/10
25
Piedmont, SC
—
249
702
—
—
249
702
951
188
2000
12/10
30
Pisgah Forest, NC
—
260
672
—
—
260
672
932
180
1998
12/10
30
Rainsville, AL
—
411
1,077
—
—
411
1,077
1,488
289
1998
12/10
30
Seneca, SC
—
304
807
—
—
304
807
1,111
260
1993
12/10
25
Simpsonville, SC
—
635
1,022
—
—
635
1,022
1,657
329
1991
12/10
25
Spartanburg, SC
—
239
496
—
—
239
496
735
133
1992
12/10
30
Spartanburg, SC
—
492
949
—
—
492
949
1,441
254
1993
12/10
30
Sylva, NC
—
580
786
—
—
580
786
1,366
211
1994
12/10
30
Toccoa, GA
—
201
600
—
—
201
600
801
161
1993
12/10
30
Anderson, IN
—
313
1,338
—
—
313
1,338
1,651
231
2008
12/12
35
Bloomington, IN
—
275
1,026
—
—
275
1,026
1,301
248
1988
12/12
25
Bloomington, IN
—
332
1,234
—
—
332
1,234
1,566
213
2009
12/12
35
Carmel, IN
—
360
1,546
—
—
360
1,546
1,906
311
1994
12/12
30
Daleville, IN
—
209
893
—
—
209
893
1,102
180
1995
12/12
30
Edinburgh, IN
—
313
1,338
—
—
313
1,338
1,651
231
2007
12/12
35
Evansville, IN
—
209
1,092
—
—
209
1,092
1,301
189
2008
12/12
35
Indianapolis, IN
—
351
1,452
—
—
351
1,452
1,803
292
2005
12/12
30
Indianapolis, IN
—
285
1,225
—
—
285
1,225
1,510
211
2008
12/12
35
Indianapolis, IN
—
256
1,102
—
—
256
1,102
1,358
190
2008
12/12
35
Indianapolis, IN
—
304
1,206
—
—
304
1,206
1,510
208
2010
12/12
35
Indianapolis, IN
—
209
799
—
—
209
799
1,008
161
1994
12/12
30
Indianapolis, IN
—
247
931
—
—
247
931
1,178
188
1995
12/12
30
Jasper, IN
—
200
960
—
—
200
960
1,160
193
1992
12/12
30
New Castle, IN
—
427
1,830
—
—
427
1,830
2,257
369
2006
12/12
30
Owensboro, KY
—
436
1,119
—
—
436
1,119
1,555
193
2010
12/12
35
Connersville, IN
—
136
1,280
—
—
136
1,280
1,416
233
1991
07/13
30
Linton, IN
—
155
1,203
—
—
155
1,203
1,358
219
1996
07/13
30
Owensboro, KY
—
136
1,549
—
—
136
1,549
1,685
282
1998
07/13
30
Arnold, MO
—
436
698
—
—
436
698
1,134
150
1991
08/13
25
Collinsville, IL
—
368
1,713
—
—
368
1,713
2,081
368
1993
08/13
25
East Alton, IL
—
271
1,008
—
—
271
1,008
1,279
181
1991
08/13
30
Edwardsville, IL
—
310
1,549
—
—
310
1,549
1,859
277
1987
08/13
30
Eureka, MO
—
466
466
—
—
466
466
932
100
1984
08/13
25
Granite City, IL
—
707
852
—
—
707
852
1,559
131
2006
08/13
35
Hazelwood, MO
—
513
1,470
—
—
513
1,470
1,983
263
1991
08/13
30
Maryland Heights, MO
—
407
862
—
—
407
862
1,269
154
1991
08/13
30
O'Fallon, MO
—
580
1,403
—
—
580
1,403
1,983
215
2003
08/13
35
O'Fallon, MO
—
445
1,770
—
—
445
1,770
2,215
317
1985
08/13
30
St. Charles, MO
—
581
872
—
—
580
872
1,452
156
2000
08/13
30
St. Louis, MO
—
252
1,047
—
—
252
1,047
1,299
225
1981
08/13
25
St. Louis, MO
—
465
1,171
—
—
465
1,171
1,636
180
2009
08/13
35
St. Louis, MO
—
252
785
—
—
252
785
1,037
141
1990
08/13
30
Fayetteville, NC
—
298
1,989
—
—
298
1,989
2,287
301
2005
06/14
30
Fayetteville, NC
—
448
1,334
—
—
448
1,334
1,782
202
1998
06/14
30
Fayetteville, NC
—
289
1,205
—
—
289
1,205
1,494
182
1998
06/14
30
Fayetteville, NC
—
388
1,552
—
—
388
1,552
1,940
235
1996
06/14
30
Fayetteville, NC
—
269
1,771
—
—
269
1,771
2,040
322
1993
06/14
25
Fayetteville, NC
—
497
1,691
—
—
497
1,691
2,188
256
2008
06/14
30
Fayetteville, NC
—
686
1,631
—
—
686
1,631
2,317
296
1992
06/14
25
Fayetteville, NC
—
607
1,135
—
—
607
1,135
1,742
206
1982
06/14
25
Fayetteville, NC
—
149
1,652
—
—
149
1,652
1,801
300
1988
06/14
25
Holly Ridge, NC
—
189
1,791
—
—
189
1,791
1,980
232
2012
06/14
35
Hope Mills, NC
—
438
2,138
—
—
438
2,138
2,576
388
1990
06/14
25
Jacksonville, NC
—
428
2,327
—
—
428
2,327
2,755
423
1993
06/14
25
Jacksonville, NC
—
577
1,304
—
—
577
1,304
1,881
169
2013
06/14
35
Jacksonville, NC
—
388
2,347
—
—
388
2,347
2,735
305
2007
06/14
35
Jacksonville, NC
—
398
2,069
—
—
398
2,069
2,467
313
1994
06/14
30
Leland, NC
—
289
1,205
—
—
289
1,205
1,494
156
2008
06/14
35
Lumberton, NC
—
368
2,208
—
—
368
2,208
2,576
334
2003
06/14
30
Midway Park, NC
—
467
2,069
—
—
467
2,069
2,536
376
1993
06/14
25
Pembroke, NC
—
438
1,095
—
—
438
1,095
1,533
166
2008
06/14
30
Saint Pauls, NC
—
419
767
—
—
419
767
1,186
116
2008
06/14
30
Shallotte, NC
—
329
827
—
—
329
827
1,156
107
2011
06/14
35
Spring Lake, NC
—
408
2,009
—
—
408
2,009
2,417
261
2009
06/14
35
Whiteville, NC
—
179
1,315
—
—
179
1,315
1,494
171
2010
06/14
35
Wilmington, NC
—
587
2,277
—
—
587
2,277
2,864
295
2006
06/14
35
Wilmington, NC
—
239
1,463
—
—
239
1,463
1,702
190
2013
06/14
35
Wilmington, NC
—
547
1,423
—
—
547
1,423
1,970
185
2013
06/14
35
Swansboro, NC
—
430
1,359
—
—
430
1,359
1,789
126
2015
04/15
40
Buffalo Grove, IL
—
234
1,236
—
—
234
1,236
1,470
138
1987
03/16
25
Columbia City, IN
—
122
1,535
—
—
122
1,535
1,657
171
1990
03/16
25
Dowagiac, MI
—
131
1,236
—
—
131
1,236
1,367
115
1999
03/16
30
Edwardsburg, MI
—
47
1,479
—
—
47
1,479
1,526
138
1998
03/16
30
Elkhart, IN
—
393
1,618
—
—
393
1,618
2,011
129
2008
03/16
35
Fox Lake, IL
—
309
1,376
—
—
309
1,376
1,685
128
2006
03/16
30
Freeport, IL
—
84
2,141
—
—
84
2,141
2,225
199
1999
03/16
30
Kendallville, IN
—
150
1,637
—
—
150
1,637
1,787
152
1992
03/16
30
Knox, IN
—
66
1,255
—
—
66
1,255
1,321
140
1993
03/16
25
Lake Delton, WI
—
815
599
—
—
815
599
1,414
48
2011
03/16
35
Lake In The Hills, IL
—
402
2,029
—
—
366
2,029
2,395
189
1998
03/16
30
Ligonier, IN
—
216
1,021
—
—
216
1,021
1,237
95
2000
03/16
30
Lindenhurst, IL
—
609
768
—
—
609
768
1,377
71
1999
03/16
30
McHenry, IL
—
468
1,814
—
—
468
1,814
2,282
169
2006
03/16
30
Monroe, WI
—
515
1,030
—
—
515
1,030
1,545
96
1999
03/16
30
Mundelein, IL
—
178
1,134
—
—
178
1,134
1,312
105
1999
03/16
30
Mundelein, IL
—
131
1,544
—
—
131
1,544
1,675
144
2004
03/16
30
Nappanee, IN
—
178
1,404
—
—
178
1,404
1,582
112
2008
03/16
35
Portage, WI
—
197
1,479
—
—
197
1,479
1,676
138
1999
03/16
30
Richland Center, WI
—
215
1,236
—
—
215
1,236
1,451
115
2000
03/16
30
Rochester, IN
—
215
1,787
—
—
215
1,787
2,002
199
1993
03/16
25
Rockford, IL
—
328
1,413
—
—
328
1,413
1,741
131
1999
03/16
30
Roscoe, IL
—
346
1,479
—
—
346
1,479
1,825
118
2010
03/16
35
Roseland, IN
—
496
880
—
—
496
880
1,376
82
2001
03/16
30
Round Lake Beach, IL
—
159
2,169
—
—
159
2,169
2,328
202
2005
03/16
30
South Bend, IN
—
365
1,170
—
—
365
1,170
1,535
93
2014
03/16
35
South Bend, IN
—
291
788
—
—
291
788
1,079
73
2006
03/16
30
South Bend, IN
—
365
965
—
—
365
965
1,330
77
2010
03/16
35
St. Joseph, MI
—
94
1,413
—
—
94
1,413
1,507
113
2007
03/16
35
Watervliet, MI
—
281
1,105
—
—
281
1,105
1,386
103
2000
03/16
30
Wauconda, IL
—
169
1,358
—
—
169
1,358
1,527
126
2001
03/16
30
Waukegan, IL
—
570
1,674
—
—
570
1,674
2,244
187
1997
03/16
25
West Baraboo, WI
—
150
1,348
—
—
150
1,348
1,498
125
1999
03/16
30
Wheeling, IL
—
486
1,861
—
—
486
1,861
2,347
173
2000
03/16
30
Winnebago, IL
—
131
1,041
—
—
131
1,041
1,172
83
2009
03/16
35
Wisconsin Dells, WI
—
365
1,095
—
—
365
1,095
1,460
102
1999
03/16
30
Zion, IL
—
150
1,554
—
—
150
1,554
1,704
124
2008
03/16
35
Taco Bueno:
Moore, OK
—
624
507
—
—
624
507
1,131
47
2015
01/15
40
Flower Mound, TX
—
1,056
—
617
—
1,056
617
1,673
28
2017
04/16
(m)
40
Sulphur Springs, TX
—
512
—
607
—
512
607
1,119
23
2017
03/17
(m)
40
Taco Cabana:
Austin, TX
—
561
1,227
—
—
561
1,227
1,788
136
1994
02/15
35
Houston, TX
—
1,070
978
—
—
1,016
978
1,994
152
1998
02/15
25
Houston, TX
—
667
852
—
—
667
852
1,519
110
2000
02/15
30
Houston, TX
—
590
1,284
—
—
590
1,284
1,874
166
1987
02/15
30
San Antonio, TX
—
492
1,283
—
—
492
1,283
1,775
142
1995
02/15
35
Tamarind Restaurant:
Tucson, AZ
—
996
—
2,742
—
996
2,742
3,738
774
2007
12/06
(m)
40
Texas Roadhouse:
Grand Junction, CO
—
584
920
—
—
584
920
1,504
392
1997
12/01
40
Palm Bay, FL
—
1,035
1,512
—
—
1,035
1,512
2,547
380
2004
06/11
30
TGI Friday's:
Corpus Christi, TX
—
1,210
1,532
—
—
1,157
1,532
2,689
653
1995
12/01
40
The Beach:
Mason, OH
—
1,707
1,303
—
—
1,707
1,303
3,010
302
1985
03/13
25
The Containter Store:
Plano, TX
—
1,758
5,115
—
—
1,758
5,115
6,873
822
2009
05/13
35
The Shack:
Overland Park, KS
—
1,166
—
1,741
—
1,166
1,741
2,907
310
2011
04/11
(m)
40
The Snooty Fox:
Cincinnati, OH
—
282
521
403
—
543
662
1,205
256
1998
12/01
40
The Tile Shop:
Scarsdale, NY
—
4,509
2,454
352
—
4,509
2,807
7,316
968
1996
09/97
40
Buford, GA
—
1,267
2,406
25
—
1,267
2,430
3,697
875
2003
07/04
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:
Third Federal Savings:
Parma, OH
—
370
238
1,100
—
370
1,338
1,708
748
1977
09/06
20
Tile Outlets of America:
Sarasota, FL
—
1,168
1,904
735
—
1,170
2,639
3,809
912
1988
09/97
40
Tire Engineers:
Amarillo, TX
—
244
713
—
—
244
713
957
39
2001
05/17
30
Columbia, SC
—
345
453
—
—
345
453
798
29
1973
05/17
25
Columbia, SC
—
411
812
—
—
411
812
1,223
44
2007
05/17
30
Lexington, SC
—
536
1,237
—
—
536
1,237
1,773
67
2001
05/17
30
Orangeburg, SC
—
327
445
—
—
327
445
772
24
2005
05/17
30
West Columbia, SC
—
486
1,546
—
—
486
1,546
2,032
84
2008
05/17
30
Pooler, GA
—
764
—
1,303
—
764
1,303
2,067
28
2017
08/17
(m)
40
Tire Kingdom:
Sanford, FL
—
1,157
1,887
—
—
1,157
1,887
3,044
66
2006
12/17
30
TitleMax:
Geneva, IL
—
473
436
—
—
484
375
859
166
1996
12/01
40
Mobile, AL
—
491
498
—
—
491
498
989
212
1997
12/01
40
Dallas, TX
—
1,554
1,229
46
—
1,554
1,275
2,829
426
1982
06/05
40
Aiken, SC
—
442
646
—
—
442
646
1,088
223
1989
08/08
30
Anniston, AL
—
160
453
—
—
160
453
613
118
2008
08/08
40
Berkeley, MO
—
237
282
—
—
237
282
519
146
1961
08/08
20
Cheraw, SC
—
88
330
—
—
88
330
418
137
1976
08/08
25
Columbia, SC
—
212
319
—
—
212
319
531
110
1987
08/08
30
Dalton, GA
—
178
347
—
—
178
347
525
144
1972
08/08
25
Darlington, SC
—
47
267
—
—
47
267
314
111
1973
08/08
25
Fairfield, AL
—
133
178
—
—
133
178
311
74
1974
08/08
25
Gadsden, AL
—
250
389
—
—
250
389
639
101
2007
08/08
40
Hueytown, AL (n)
—
135
93
—
—
135
93
228
93
1948
08/08
10
Jonesboro, GA
—
675
292
—
—
675
292
967
121
1970
08/08
25
Lawrenceville, GA
—
370
332
—
—
370
332
702
115
1986
08/08
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:
Lewisburg, TN
—
70
298
—
—
70
298
368
88
1998
08/08
35
Macon, GA
—
103
290
—
—
103
290
393
150
1967
08/08
20
Marietta, GA
—
285
278
—
—
285
278
563
144
1967
08/08
20
Memphis, TN
—
226
444
—
—
226
444
670
154
1986
08/08
30
Memphis, TN
—
111
237
—
—
111
237
348
82
1981
08/08
30
Montgomery, AL
—
96
233
—
—
96
233
329
97
1970
08/08
25
Nashville, TN
—
268
276
—
—
268
276
544
115
1978
08/08
25
Nashville, TN
—
256
301
—
—
256
301
557
104
1982
08/08
30
Norcross, GA
—
599
350
—
—
599
350
949
145
1975
08/08
25
Pulaski, TN
—
109
361
—
—
109
361
470
125
1986
08/08
30
Riverdale, GA
—
877
400
—
—
877
400
1,277
166
1978
08/08
25
Springfield, MO
—
220
400
—
—
220
400
620
166
1979
08/08
25
Springfield, MO
—
125
230
—
—
125
230
355
96
1979
08/08
25
St. Louis, MO
—
134
398
—
—
134
398
532
118
1993
08/08
35
St. Louis, MO
—
244
288
—
—
244
288
532
119
1971
08/08
25
Sylacauga, AL
—
94
191
—
—
94
191
285
66
1986
08/08
30
Taylors, SC
—
299
372
—
—
299
372
671
110
1999
08/08
35
Bay Minette, AL
—
51
113
—
—
51
113
164
36
1980
01/11
25
N. Richland Hills, TX
—
132
132
—
—
132
132
264
52
1976
01/11
20
Petersburg, VA
—
139
366
—
—
139
366
505
144
1979
02/11
20
Savannah, GA
—
231
361
—
—
231
361
592
141
1972
03/11
20
Fort Worth, TX
—
131
312
—
—
119
312
431
97
1985
03/11
25
Hoover, AL
—
378
546
—
—
378
546
924
170
1970
03/11
25
Eufaula, AL
—
61
360
—
—
61
360
421
106
1980
08/11
25
Kansas City, MO
—
69
129
—
—
69
129
198
47
1920
08/11
20
Arnold, MO
—
321
120
—
—
321
120
441
43
1960
10/11
20
Bristol, VA
—
199
517
—
—
199
517
716
124
2001
10/11
30
Fairview Heights, IL
—
93
185
—
—
93
185
278
53
1979
10/11
25
Florissant, MO
—
143
153
—
—
143
153
296
44
1974
10/11
25
Greenville, SC (n)
—
602
612
—
—
602
612
1,214
176
2008
10/11
25
Jonesboro, GA
—
301
683
—
—
301
683
984
141
2007
10/11
35
Olive Branch, MS
—
121
312
—
—
121
312
433
90
1978
10/11
25
Sugar Creek, MO
—
202
181
—
—
202
181
383
52
1978
10/11
25
Roanoke, VA
—
158
207
—
—
158
207
365
66
1950
08/12
20
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:
Fredericksburg, VA
—
228
555
—
—
228
555
783
140
1989
09/12
25
Florissant, MO
—
119
288
—
—
119
288
407
70
1970
12/12
25
Savannah, GA
—
259
359
—
—
259
359
618
58
2012
05/13
35
South Boston, VA
—
163
133
—
—
163
133
296
37
1980
05/13
20
O'Fallon, MO
—
75
261
—
—
75
261
336
54
1981
11/13
25
Crest Hill, IL
—
92
323
—
—
92
323
415
61
1963
03/15
20
St. Louis, MO
—
76
237
—
—
76
237
313
45
1953
03/15
20
Tony's Tires:
Montgomery, AL
—
593
1,187
43
—
593
1,229
1,822
397
1998
08/06
40
TopGolf:
Chesterfield, MO
—
4,577
—
22,429
—
4,705
22,429
27,134
210
2018
06/17
(m)
(k)
Tucson, AZ
—
3,591
—
17,733
—
3,591
17,733
21,324
462
2017
07/17
(m)
(k)
Glendale, AZ
—
5,721
—
19,883
—
5,721
19,883
25,604
145
2018
02/18
(m)
(k)
Tutor Time:
Elk Grove, CA
—
1,216
2,786
9
—
1,216
2,750
3,966
661
2009
09/08
40
Twenty Seven Truck Stop:
Lake Placid, FL
—
2,532
1,157
491
—
2,532
1,648
4,180
611
1990
12/05
40
Twin Peaks:
Beaumont, TX
—
439
1,363
365
—
864
1,490
2,354
592
2000
12/01
(g)
40
Olathe, KS
—
525
731
—
—
525
731
1,256
173
2005
09/10
35
ULTA Salon, Cosmetics and Fragrance:
Florissant, MO
—
423
499
1,444
—
425
1,942
2,367
480
1996
04/03
(g)
40
Lapeer, MI
—
408
2,086
594
—
408
2,625
3,033
623
2007
10/05
40
Ultra Car Wash:
Mobile, AL
—
1,071
1,086
—
—
1,071
1,086
2,157
309
2005
08/07
40
Lilburn, GA
—
1,396
1,119
—
—
1,396
1,119
2,515
297
2004
05/08
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:
Uni-Mart:
East Brady, PA
—
269
583
—
—
269
583
852
390
1987
08/05
20
Pleasant Gap, PA
—
332
593
—
—
332
593
925
396
1996
08/05
20
Port Vue, PA
—
824
118
—
—
824
118
942
79
1953
08/05
20
Punxsutawney, PA
—
253
542
—
—
253
542
795
362
1983
08/05
20
Shamokin, PA
—
324
506
—
—
324
506
830
339
1956
08/05
20
Shippensburg, PA
—
204
330
—
—
204
330
534
221
1989
08/05
20
Wilkes-Barre, PA
—
178
471
—
—
178
471
649
315
1989
08/05
20
Wilkes-Barre, PA
—
171
422
—
—
171
422
593
283
1999
08/05
20
Williamsport, PA
—
909
122
—
—
909
122
1,031
82
1950
08/05
20
Ashland, PA
—
355
545
—
—
355
545
900
362
1977
09/05
20
Mountaintop, PA
—
423
616
—
—
423
616
1,039
410
1987
09/05
20
Effort, PA
—
1,297
1,202
—
—
1,297
1,202
2,499
389
2000
01/06
40
McSherrystown, PA
—
135
365
—
—
135
365
500
118
1988
01/06
40
Milesburg, PA
—
134
373
—
—
134
373
507
121
1987
01/06
40
Nuangola, PA
—
1,062
1,203
—
—
1,062
1,195
2,257
389
2000
01/06
40
Punxsutawney, PA
—
294
650
—
—
294
650
944
211
1983
01/06
40
United Rentals:
Carrollton, TX
—
478
535
—
—
478
535
1,013
188
1981
12/04
40
Cedar Park, TX (n)
—
535
829
—
—
535
829
1,364
291
1990
12/04
40
Clearwater, FL (n)
—
1,173
1,811
—
—
1,173
1,811
2,984
636
2001
12/04
40
Fort Collins, CO (n)
—
2,057
978
—
—
2,057
978
3,035
343
1975
12/04
40
Irving, TX
—
708
911
—
—
708
911
1,619
320
1984
12/04
40
La Porte, TX
—
1,115
2,125
—
—
1,115
2,125
3,240
746
2000
12/04
40
Littleton, CO
—
1,743
1,944
—
—
1,733
1,944
3,677
682
2002
12/04
40
Oklahoma City, OK
—
744
1,265
—
—
744
1,265
2,009
444
1997
12/04
40
Perrysburg, OH (n)
—
642
1,119
—
—
642
1,119
1,761
393
1979
12/04
40
Plano, TX
—
1,030
1,148
—
—
1,030
1,148
2,178
403
1996
12/04
40
Temple, TX (n)
—
1,160
1,360
—
—
1,160
1,360
2,520
478
1998
12/04
40
Fort Worth, TX
—
510
1,128
—
—
510
1,128
1,638
394
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
207
1970
05/05
40
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 Operating Leases:
University of Phoenix:
Glen Allen, VA
—
2,177
2,600
670
—
2,177
3,270
5,447
1,693
1995
06/95
40
Urban Air:
Beaumont, TX
—
941
1,618
2,352
—
941
3,970
4,911
941
1992
03/99
(k)
40
Urban Tandoor, Indian Wine & Dine:
Colorado Springs, CO
—
321
377
—
—
321
377
698
232
1984
09/06
20
Vacant Land:
Bonita Springs, FL
—
112
—
—
—
25
(e)
25
(e)
(e)
09/06
(e)
Bakersfield, CA
—
3,303
3,845
—
—
1,826
(e)
1,826
(e)
(e)
03/08
(e)
Vacant Property:
Orlando, FL
—
820
2,441
125
—
820
2,566
3,386
1,538
1992
05/93
40
Corpus Christi, TX
—
125
137
229
—
125
366
491
106
1967
11/93
40
Baton Rouge, LA
—
609
914
—
—
609
914
1,523
525
1995
12/95
(m)
40
Arlington, TX
—
753
3,980
576
—
753
4,557
5,310
2,442
1996
06/96
38
Arlington, TX
—
831
2,612
—
—
831
2,612
3,443
1,470
1996
06/96
40
Sacramento, CA
—
1,144
2,961
—
—
1,144
2,961
4,105
1,629
1996
12/96
40
Huntington, WV
—
1,254
761
—
—
1,254
761
2,015
416
1971
02/97
40
Redding, CA
—
667
2,182
—
—
667
2,182
2,849
1,175
1997
06/97
40
Kelso, WA
—
868
—
1,806
—
868
1,806
2,674
946
1998
09/97
(g)
40
Arlington, TX
—
2,079
—
1,397
—
2,079
1,397
3,476
711
1998
11/97
(g)
40
Riverdale, GA
—
1,089
1,707
—
—
1,089
1,707
2,796
898
1997
12/97
40
Houston, TX
—
2,311
1,628
3,239
—
2,583
4,597
7,180
951
1976
03/99
(g)
40
Bay City, MI
—
647
634
—
—
647
634
1,281
270
1997
12/01
40
Colonial Heights, VA
—
662
610
—
—
662
610
1,272
260
1997
12/01
40
Columbus, TX
—
428
817
—
—
428
817
1,245
348
1997
12/01
40
Eden Prairie, MN
—
65
181
81
—
65
261
326
109
1997
12/01
40
Gresham, OR
—
817
108
28
—
817
136
953
52
1993
12/01
40
Homewood, AL
—
1,032
697
—
—
1,032
697
1,729
297
1997
12/01
40
Swansea, IL
—
46
132
—
—
46
132
178
85
1997
12/01
40
Thornton, CO
—
599
1,019
—
—
599
1,019
1,618
434
1998
12/01
40
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 Investment the Company has Invested in Under Operating Leases:
Valrico, FL
—
1,235
3,255
—
—
814
1,111
1,925
197
1997
06/02
12
Columbus, GA
—
1,023
1,875
—
—
1,023
1,875
2,898
725
1984
07/03
40
Florence, AL
—
1,034
—
4,857
—
851
4,857
5,708
687
2012
06/04
(m)
40
Buford, GA
—
751
1,979
336
—
751
2,315
3,066
773
2003
07/04
(g)
40
Orlando, FL
—
428
1,345
—
—
428
1,345
1,773
469
2003
01/05
40
Monticello, NY
—
664
769
—
—
664
426
1,090
241
1996
03/05
40
Chandler, AZ
—
729
644
—
—
729
644
1,373
436
1984
06/05
20
Kane, PA
—
478
592
—
—
356
—
356
—
1984
08/05
20
Ridgway, PA
—
382
259
—
—
382
259
641
173
1975
08/05
20
Lafayette, LA
—
603
1,149
30
—
603
1,179
1,782
381
1999
12/05
40
Houston, TX
—
112
509
302
—
112
811
923
206
1995
08/06
40
Colorado Springs, CO
—
585
390
—
—
585
390
975
240
1978
09/06
20
Pompano Beach, FL
—
436
394
—
—
436
394
830
242
1976
09/06
20
Pueblo, CO
—
475
302
—
—
475
302
777
185
1980
09/06
20
Aurora, CO
—
5,076
13,874
5,663
—
5,041
19,537
24,578
5,285
1986
04/07
40
Cincinnati, OH
—
312
898
—
—
312
898
1,210
251
2002
08/10
30
Matteson, IL
—
384
2,089
—
—
384
2,089
2,473
762
1992
09/11
20
Gastonia, NC
—
1,825
—
6,101
—
1,825
6,101
7,926
1,169
1998
10/11
(m)
35
Avon, IN
—
1,302
—
4,178
—
1,302
4,178
5,480
675
2012
12/11
(m)
40
Austin, TX
—
2,291
1,770
4,999
—
2,291
6,769
9,060
1,239
1996
12/11
35
Lincolnshire, IL
—
862
1,574
—
—
862
1,574
2,436
438
1999
01/12
25
Knoxville, TN
—
1,500
5,571
—
—
1,500
5,571
7,071
1,168
1996
09/12
30
Fargo, ND
—
335
2,747
—
—
335
2,747
3,082
474
2008
12/12
35
Sioux Falls, SD
—
207
1,490
—
—
207
1,490
1,697
300
1985
12/12
30
Chestertown, MD
—
856
290
—
—
856
290
1,146
290
1974
06/13
5
Clearwater, FL
—
433
530
—
—
433
530
963
196
1983
06/13
15
Gulf Breeze, FL
—
1,021
1,382
—
—
1,021
1,382
2,403
766
1960
06/13
10
Inverness, FL
—
471
755
—
—
471
755
1,226
279
1984
06/13
15
Lake Placid, FL
—
289
1,402
—
—
289
1,402
1,691
259
1988
06/13
30
Spotsylvania, VA
—
1,398
1,158
—
—
1,398
1,158
2,556
183
1964
06/13
35
Tamarac, FL
—
966
1,115
—
—
966
1,115
2,081
618
1972
06/13
10
Warner Robins, GA
—
905
1,276
—
—
905
1,276
2,181
707
1973
06/13
10
Omaha, NE
—
664
1,778
—
—
664
1,778
2,442
396
1995
07/14
20
Mansfield, TX
—
808
—
508
—
808
508
1,316
42
2015
06/15
(m)
40
See accompanying report of independent registered public accounting firm.
F-74
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:
Parma, OH
—
688
2,767
—
—
688
2,767
3,455
490
1980
06/15
25
El Reno, OK
—
517
—
605
—
517
605
1,122
25
2017
03/17
(m)
40
Value City Furniture:
White Marsh, MD
—
3,762
—
3,006
—
3,762
3,006
6,768
1,563
1998
10/97
(g)
40
VCA Animal Hospital:
Mission, KS
—
891
3,758
—
—
852
3,758
4,610
851
2000
03/12
30
Verizon Wireless:
Anderson, SC (n)
—
38
—
—
—
38
—
38
(e)
(i)
07/14
(e)
Bristol, VA
—
175
512
—
—
175
512
687
91
2000
07/14
25
Amherst, NY
—
230
175
403
—
230
578
808
59
1977
02/15
20
North Olmsted, OH
—
324
1,015
—
—
324
1,015
1,339
60
1983
08/16
40
Vitamin Shoppe, The:
Cincinnati, OH
—
297
443
385
—
312
813
1,125
331
1999
06/98
40
Walgreens:
Altamonte Springs, FL
—
1,137
2,053
—
—
1,137
(i)
1,137
—
(i)
01/96
(i)
Douglasville, GA
—
413
995
—
—
413
995
1,408
570
1996
01/96
40
Conyers, GA
—
575
999
64
—
575
1,063
1,638
542
1997
06/97
40
Warner Robins, GA
—
707
—
1,227
—
707
1,227
1,934
612
1999
03/98
(g)
40
Orange Beach, AL
—
1,410
1,996
—
—
1,410
1,996
3,406
850
2000
12/01
40
Sunrise, FL (n)
—
1,958
1,401
—
—
1,958
1,401
3,359
547
1994
05/03
40
Albany, NY
—
25
867
—
—
25
867
892
310
1994
09/04
40
Saratoga Springs, NY
—
762
591
4,956
—
2,364
3,396
5,760
124
2017
09/04
(o)
(k)
Tulsa, OK
—
1,193
3,056
—
—
1,193
3,056
4,249
1,034
2003
06/05
40
Boise, ID
—
792
1,875
—
—
792
1,875
2,667
550
2000
03/10
30
Nampa, ID
—
1,062
2,253
—
—
1,062
2,253
3,315
660
2000
03/10
30
Pueblo, CO
—
899
3,313
—
—
899
3,313
4,212
778
2000
12/11
30
Rapid City, SD
—
1,387
2,957
—
—
1,387
2,957
4,344
588
2000
01/12
35
Hamilton, OH
—
731
2,879
—
—
731
2,879
3,610
668
2000
01/12
30
Durham, NC
—
1,553
2,621
—
—
1,553
2,621
4,174
288
1999
09/15
30
See accompanying report of independent registered public accounting firm.
F-75
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:
Waterford Nails & Spa:
Orlando, FL
—
40
111
—
—
40
111
151
42
2001
02/04
40
Wawa:
Clearwater, FL
—
1,184
2,526
44
—
1,476
(i)
1,476
(i)
(i)
05/93
(i)
Wehrenberg Theater:
Cedar Rapids, IA
—
1,567
8,433
—
—
1,567
8,433
10,000
1,572
2011
07/11
40
Wenco HQ:
Ashland, OH
—
245
1,109
—
—
245
1,109
1,354
25
2014
03/18
35
Wendy's:
Sacramento, CA
—
586
—
—
—
586
(i)
586
(i)
(i)
02/98
(i)
New Kensington, PA
—
501
333
—
—
501
333
834
142
1980
12/01
40
Orland Park, IL
—
562
556
—
—
562
377
939
162
1995
12/01
40
Boerne, TX (n)
—
456
679
—
—
456
679
1,135
164
1986
12/12
25
Brownsburg, IN (n)
—
242
1,483
—
—
242
1,483
1,725
358
1984
12/12
25
Converse, TX (n)
—
301
554
—
—
301
554
855
96
2007
12/12
35
Everett, WA (n)
—
339
1,018
—
—
339
1,018
1,357
205
2000
12/12
30
Everett, WA (n)
—
486
437
—
—
486
437
923
106
1979
12/12
25
Fishers, IN (n)
—
544
514
—
—
510
514
1,024
104
2000
12/12
30
Fishers, IN (n)
—
766
717
—
—
766
717
1,483
144
1990
12/12
30
Henderson, NV (n)
—
398
1,028
—
—
398
1,028
1,426
207
1991
12/12
30
Henderson, NV (n)
—
370
311
—
—
370
311
681
75
1988
12/12
25
Indianapolis, IN (n)
—
320
602
—
—
320
602
922
121
1998
12/12
30
Indianapolis, IN (n)
—
417
1,318
—
—
417
1,318
1,735
265
1991
12/12
30
Indianapolis, IN (n)
—
87
1,009
—
—
87
1,009
1,096
244
1973
12/12
25
Indianapolis, IN (n)
—
281
1,018
—
—
281
1,018
1,299
205
1996
12/12
30
Indianapolis, IN (n)
—
320
1,086
—
—
320
1,086
1,406
219
1993
12/12
30
Indianapolis, IN (n)
—
252
1,454
—
—
252
1,454
1,706
293
1999
12/12
30
Indianapolis, IN (n)
—
271
1,221
—
—
271
1,221
1,492
295
1974
12/12
25
Indianapolis, IN (n)
—
213
1,444
—
—
213
1,444
1,657
249
2003
12/12
35
See accompanying report of independent registered public accounting firm.
F-76
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)
—
360
253
—
—
360
253
613
61
1980
12/12
25
Las Vegas, NV (n)
—
368
1,018
—
—
368
1,018
1,386
205
2001
12/12
30
Las Vegas, NV (n)
—
533
1,424
—
—
533
1,424
1,957
287
2001
12/12
30
Lynnwood, WA (n)
—
571
1,695
—
—
571
1,695
2,266
410
1978
12/12
25
N. Las Vegas, NV (n)
—
310
1,463
—
—
310
1,463
1,773
253
2001
12/12
35
Noblesville, IN (n)
—
582
979
—
—
582
979
1,561
197
1998
12/12
30
Port Orchard, WA (n)
—
784
1,540
—
—
784
1,540
2,324
310
1996
12/12
30
Poulsbo, WA
—
620
901
—
—
620
901
1,521
136
2012
12/12
40
San Antonio, TX (n)
—
931
223
—
—
931
223
1,154
45
1993
12/12
30
San Antonio, TX (n)
—
242
1,067
—
—
242
1,067
1,309
258
1977
12/12
25
San Antonio, TX (n)
—
688
727
—
—
688
727
1,415
146
1993
12/12
30
San Antonio, TX (n)
—
370
272
—
—
370
272
642
55
1993
12/12
30
San Antonio, TX (n)
—
553
892
—
—
303
892
1,195
216
1986
12/12
25
Lexington Park, MD
—
327
773
—
—
327
773
1,100
115
1982
07/14
30
Alcoa, TN
—
587
547
—
—
587
547
1,134
106
1977
02/15
20
Lincoln Park, MI
—
326
435
—
—
326
435
761
67
1988
02/15
25
North Canton, OH
—
121
852
—
—
121
852
973
110
1986
02/15
30
Roanoke, VA
—
172
672
—
—
172
672
844
130
1983
02/15
20
Ashland, OH
—
353
2,635
—
—
353
2,635
2,988
70
1993
03/18
30
Ashland, OH
—
265
2,479
—
—
265
2,479
2,744
56
2013
03/18
35
Bellevue, OH
—
176
1,765
—
—
176
1,765
1,941
56
1985
03/18
25
Bluffton, OH
—
98
1,090
—
—
98
1,090
1,188
29
2012
03/18
30
Bucyrus, OH
—
88
2,234
—
—
88
2,234
2,322
71
1984
03/18
25
Millersburg, OH
—
226
1,559
—
—
226
1,559
1,785
41
2002
03/18
30
New Bremen, OH
—
59
1,697
—
—
59
1,697
1,756
54
1988
03/18
25
Norwalk, OH
—
157
3,173
—
—
157
3,173
3,330
72
2014
03/18
35
Ottawa, OH
—
69
1,599
—
—
69
1,599
1,668
42
1998
03/18
30
Parma, OH
—
363
805
—
—
363
805
1,168
26
1983
03/18
25
Shelby, OH
—
59
1,882
—
—
59
1,882
1,941
60
1989
03/18
25
Upper Sandusky, OH
—
167
2,205
—
—
167
2,205
2,372
58
1993
03/18
30
Willard, OH
—
108
1,560
—
—
108
1,560
1,668
41
1995
03/18
30
Wooster, OH
—
255
2,273
—
—
255
2,273
2,528
72
1979
03/18
25
Wooster, OH
—
323
2,791
—
—
323
2,791
3,114
74
1994
03/18
30
See accompanying report of independent registered public accounting firm.
F-77
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:
Whataburger:
Albuquerque, NM
—
624
419
—
—
624
419
1,043
179
1995
12/01
40
Wherehouse Music:
Independence, MO
—
503
1,209
—
—
503
1,209
1,712
394
1994
12/05
40
Winn-Dixie:
Seffner, FL
—
322
1,222
—
—
322
1,222
1,544
464
1983
03/99
40
Ziebart:
Maplewood, MN
—
308
311
—
—
308
311
619
108
1990
02/05
40
Middleburg Heights, OH
—
199
148
—
—
199
148
347
52
1961
02/05
40
Leasehold Interests:
Oklahoma City, OK
—
(l)
1,419
—
—
(l)
355
355
139
1997
06/97
5
Oklahoma City, OK
—
(l)
3,275
—
—
(l)
3,275
3,275
661
2016
01/16
15
$
12,404
$
2,359,001
$
4,466,050
$
1,078,594
$
—
$
2,374,005
$
5,481,109
$
7,855,114
$
1,009,374
See accompanying report of independent registered public accounting firm.
F-78
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:
Warr Acres, OK
$
—
(l)
$
1,365
$
—
$
—
(l)
(c)
(c)
(c)
1997
06/97
(c)
Denny's:
Stockton, CA
—
940
509
—
—
(d)
(d)
(d)
(d)
1982
09/06
(d)
Food 4 Less:
Chula Vista, CA
—
—
4,266
—
—
—
(c)
(c)
(c)
1995
11/98
(c)
Jared Jewelers:
Toledo, OH
—
(l)
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)
Sunshine Energy:
Altamont, KS
—
124
142
—
—
(d)
(d)
(d)
(d)
1979
07/09
(d)
Walgreens:
Arlington, VA
—
(l)
3,201
—
—
(l)
(c)
(c)
(c)
2000
02/02
(c)
$
—
$
1,064
$
14,043
$
1,984
$
—
$
—
$
—
$
—
$
—
See accompanying report of independent registered public accounting firm.
F-79
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:
Amazing Jake's:
Plano, TX
$
—
$
5,705
$
17,049
$
18
$
—
$
5,706
$
6,639
$
12,345
$
5,098
1982
07/08
(h)
35
Chipotle:
Hadley, MA
—
45
—
—
—
632
—
632
(e)
(e)
02/08
0
Gander Outdoors:
Eau Claire, WI
—
2,263
8,418
662
—
2,263
5,258
7,521
1,799
2008
07/11
(h)
35
Vacant Land:
Hadley, MA
—
2,824
—
—
—
5
—
5
(e)
(e)
02/08
0
$
—
$
10,837
$
25,467
$
680
$
8,606
$
11,897
$
20,503
$
6,897
See accompanying report of independent registered public accounting firm.
F-80
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2018
(dollars in thousands)
(a)
Transactions in real estate and accumulated depreciation during
2018
,
2017
, and
2016
are summarized as follows:
2018
2017
2016
Land, buildings, and leasehold interests:
Balance at the beginning of year
$
7,314,132
$
6,647,597
$
5,913,547
Acquisitions, completed construction and tenant improvements
706,903
744,577
833,764
Disposition of land, buildings, and leasehold interests
(109,590
)
(73,089
)
(91,818
)
Provision for loss on impairment of real estate
(27,812
)
(4,953
)
(7,896
)
Balance at the close of year
$
7,883,633
$
7,314,132
$
6,647,597
Accumulated depreciation and amortization:
Balance at the beginning of year
$
881,121
$
742,467
$
624,607
Disposition of land, buildings, and leasehold interests
(28,076
)
(14,035
)
(16,286
)
Depreciation and amortization expense
163,226
152,689
134,146
Balance at the close of year
$
1,016,271
$
881,121
$
742,467
As of
December 31, 2018
,
2017
, and
2016
, the detailed real estate schedule excludes work in progress of
$8,017
,
$41,920
and
$24,057
, respectively, which is included in the above reconciliation.
(b)
As of
December 31, 2018
, the leases are treated as either operating or financing leases for federal income tax purposes. As of
December 31, 2018
, the aggregate cost of the properties owned by NNN that are under operating leases were
$7,764,828
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, 2018, 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-81