10-K
NNN REIT, INC. (NNN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2019
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 | 56-1431377 |
|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (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: | Trading Symbol(s) | Name of exchange on which registered: |
|---|---|---|
| Common Stock, $0.01 par value | NNN | New York Stock Exchange |
| Depositary Shares, each representing one-hundredth of a share of 5.200% Series F Preferred Stock, $0.01 par value | NNN/PF | New York Stock Exchange |
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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| 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
At June 30, 2019, the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was
$8,616,156,714
based upon the last reported sale price on the New York Stock Exchange on June 28, 2019, the last business day of the registrant's most recently completed second fiscal quarter. The determination of affiliate status is solely for the purpose of this report and shall not be construed as an admission for the purposes of determining affiliate status.
The number of shares of common stock outstanding as of January 31, 2020 was
171,697,831
.
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 2020 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<br><br>REFERENCE | ||
|---|---|---|
| Part I | ||
| Item 1. | Business | 2 |
| Item 1A. | Risk Factors | 7 |
| Item 1B. | Unresolved Staff Comments | 17 |
| Item 2. | Properties | 17 |
| Item 3. | Legal Proceedings | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| Part II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 18 |
| Item 6. | Selected Financial Data | 20 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 37 |
| Item 8. | Financial Statements and Supplementary Data | 38 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 69 |
| Item 9A. | Controls and Procedures | 69 |
| Item 9B. | Other Information | 70 |
| Part III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 71 |
| Item 11. | Executive Compensation | 71 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 71 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 71 |
| Item 14. | Principal Accounting Fees and Services | 71 |
| Part IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 72 |
| Item 16. | Form 10-K Summary | 77 |
| Signatures | 78 |
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”).
Forward-Looking Statements
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. Further, forward-looking statements speak only as of the date they are made, and NNN undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
| • | Changes in financial and economic conditions may have an adverse impact on NNN, its tenants, and commercial real estate in general; |
|---|---|
| • | Loss of rent from tenants would reduce NNN’s cash flow; |
| --- | --- |
| • | A significant portion of NNN’s annual base rent is concentrated in specific industry classifications, tenants and geographic locations; |
| --- | --- |
| • | NNN may not be able to successfully execute its acquisition or development strategies; |
| --- | --- |
| • | NNN may not be able to dispose of properties consistent with its operating strategy; |
| --- | --- |
| • | Certain provisions of NNN’s leases or loan agreements may be unenforceable; |
| --- | --- |
| • | Competition from numerous other real estate investment trusts (“REIT”), commercial developers, real estate limited partnerships and other investors may impede NNN’s ability to grow; |
| --- | --- |
| • | NNN's loss of key management personnel could adversely affect performance and the value of its securities; |
| --- | --- |
| • | Uninsured losses may adversely affect NNN’s operating results and asset values; |
| --- | --- |
| • | NNN’s ability to fully control the management of its net-leased properties may be limited; |
| --- | --- |
| • | Vacant properties or bankrupt tenants could adversely affect NNN’s business or financial condition; |
| --- | --- |
| • | NNN’s failure to maintain effective internal control over financial reporting could have a material adverse effect on its business, operating results and the market value of NNN's securities; |
| --- | --- |
| • | Cybersecurity risks and cyber incidents could adversely affect NNN's business, disrupt operations and expose NNN to liabilities to tenants, employees, capital providers, and other third parties; |
| --- | --- |
| • | Future investment in international markets could subject NNN to additional risks; |
| --- | --- |
| • | NNN may suffer a loss in the event of a default or bankruptcy of a tenant or borrower; |
| --- | --- |
| • | Property ownership through joint ventures and partnerships could limit NNN’s control of those investments; |
| --- | --- |
| • | Acts of violence, terrorist attacks or war may affect the markets in which NNN operates and NNN’s results of operations; |
| --- | --- |
| • | Changes in accounting pronouncements could adversely impact NNN’s or NNN’s tenants’ reported financial performance; |
| --- | --- |
| • | NNN may be unable to obtain debt or equity capital on favorable terms, if at all; |
| --- | --- |
| • | The amount of debt NNN has and the restrictions imposed by that debt could adversely affect NNN’s business and financial condition; |
| --- | --- |
| • | NNN is obligated to comply with financial and other covenants in its debt instruments that could restrict its operating activities, and the failure to comply with such covenants could result in defaults that accelerate the payment of such debt; |
| --- | --- |
| • | The market value of NNN’s equity and debt securities is subject to various factors that may cause significant fluctuations or volatility; |
| --- | --- |
| • | NNN’s ability to pay dividends in the future is subject to many factors; |
| --- | --- |
| • | The phase-out of LIBOR could affect interest rates under NNN's variable rate debt; |
| --- | --- |
| • | Owning real estate and indirect interests in real estate carries inherent risks; |
| --- | --- |
| • | NNN’s real estate investments are illiquid; |
| --- | --- |
| • | NNN may be subject to known or unknown environmental liabilities and hazardous materials on Properties owned by NNN; |
| --- | --- |
1
| • | The cost of complying with changes in governmental laws and regulations may adversely affect NNN’s results of operations; |
|---|---|
| • | NNN’s failure to qualify as a REIT for federal income tax purposes could result in significant tax liability; |
| --- | --- |
| • | Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow; |
| --- | --- |
| • | Adverse legislative or regulatory tax changes could reduce NNN’s earnings and cash flow and the market value of NNN’s securities; and |
| --- | --- |
| • | Compliance with REIT requirements, including distribution requirements, may limit NNN’s flexibility and may negatively affect NNN’s operating decisions; |
| --- | --- |
| • | The share ownership restrictions of the Internal Revenue Code for REITs and the 9.8% share ownership limit in NNN’s charter may inhibit market activity in NNN’s shares of stock and restrict NNN’s business combination opportunities; and |
| --- | --- |
| • | Non-compliance with Title III of the Americans with Disabilities Act of 1990 could have an adverse effect on NNN's business and operating results. |
| --- | --- |
In addition, NNN describes risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” (Part I, Item 1A of this Annual Report on Form 10-K), “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A), and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (Part II, Item 7).
| Item 1. | Business |
|---|
The Company
NNN, a Maryland corporation, is a fully integrated 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.
The common shares of National Retail Properties, Inc. are traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "NNN." The Company has one series of preferred shares outstanding which is traded in the form of depositary shares: 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."
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 3,118 Properties with an aggregate gross leasable area of approximately 32,460,000 square feet, located in 48 states, with a weighted average remaining lease term of 11.2 years as of December 31, 2019. Approximately 99 percent of the Properties were leased as of December 31, 2019.
Competition
NNN faces active competition from many sources, both domestically and internationally, for net-lease investment opportunities in commercial properties. Competitors may be willing to accept rates of return, prices, lease terms, other transaction terms, or levels of risk that NNN finds unacceptable.
Employees
As of January 31, 2020, NNN employed 70 associates.
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.
2
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 Property until it determines that the sale of such Property is advantageous in view of NNN’s investment objectives. In deciding whether to sell a Property, 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, future uses of the Property, 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 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 past payment history and periodically meeting with senior management of certain tenants.
The operating strategies employed by NNN have allowed NNN to increase the annual dividend (paid quarterly) per common share for 30 consecutive years. NNN is one of only three publicly traded REITs to increase its annual dividend per common share for 30 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 lease 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. |
| --- | --- |
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.
3
Investments in Real Estate Mortgages and Securities of or Interests in Entities 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, 2019, $133,600,000 was outstanding and $766,400,000 was available for future borrowings under the Credit Facility.
As of December 31, 2019, 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, 2019, NNN owned 3,118 Properties with an aggregate gross leasable area of approximately 32,460,000 square feet, located in 48 states, with a weighted average remaining lease term of 11.2 years. Approximately 99 percent of total Properties were leased as of December 31, 2019.
The following table summarizes the Property Portfolio as of December 31, 2019 (in thousands):
| Size^(1)^ | Total Dollars Invested^(2)^ | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| High | Low | Average | High | Low | Average | ||||
| Land | 6,586 | 5 | 103 | $ | 11,899 | $ | 5 | $ | 814 |
| Building | 179 | 1 | 11 | 45,286 | 19 | 1,938 | |||
| ^(1)^ | Approximate square feet. | ||||||||
| --- | --- | ||||||||
| ^(2)^ | Costs vary depending upon size, improvements, local market conditions and other factors. | ||||||||
| --- | --- |
As of December 31, 2019, 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, 2019, are outlined in the table below (dollars in thousands):
| Total commitment^(1)^ | $ | 75,927 |
|---|---|---|
| Less amount funded | 44,368 | |
| Remaining commitment | $ | 31,559 |
| ^(1)^ | Includes land, construction costs, tenant improvements, lease costs and capitalized interest. | |
| --- | --- |
4
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, 2019, the weighted average remaining lease term of the Property Portfolio was approximately 11.2 years. The Properties are generally leased under triple-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. NNN's leases provide for annual base rental payments (generally payable in monthly installments) ranging from $6,000 to $3,714,000 (average of $215,000), and generally provide for increases in rent as a result of (i) increases in the Consumer Price Index ("CPI"), (ii) fixed increases, or, to a lesser extent, (iii) increases in the tenant’s sales volume.
Generally, NNN's leases provide the tenant with one or more multi-year renewal options subject to generally the same terms and conditions provided under the initial lease term. Some of the leases also provide that in the event NNN wishes to sell the Property subject to that lease, NNN first must offer the lessee the right to purchase the Property on the same terms and conditions as any offer which NNN intends to accept for the sale of the Property.
The following table summarizes the lease expirations, assuming none of the tenants exercise renewal options, of the Property Portfolio for each of the next 10 years and then thereafter in the aggregate as of December 31, 2019:
| % of<br><br>Annual<br><br>Base<br><br>Rent^(1)^ | # of<br><br>Properties | Gross<br><br>Leasable<br><br>Area^(2)^ | % of<br><br>Annual<br><br>Base<br><br>Rent^(1)^ | # of<br><br>Properties | Gross<br><br>Leasable<br><br>Area^(2)^ | ||
|---|---|---|---|---|---|---|---|
| 2020 | 1.7% | 66 | 688,000 | 2026 | 4.5% | 174 | 1,672,000 |
| 2021 | 3.5% | 115 | 1,253,000 | 2027 | 7.1% | 194 | 2,582,000 |
| 2022 | 5.5% | 123 | 1,634,000 | 2028 | 4.5% | 153 | 1,158,000 |
| 2023 | 2.9% | 118 | 1,471,000 | 2029 | 3.0% | 75 | 1,030,000 |
| 2024 | 3.7% | 100 | 1,600,000 | Thereafter | 58.3% | 1,799 | 16,880,000 |
| 2025 | 5.3% | 167 | 1,850,000 | ||||
| ^(1)^ | ^^Based on annualized base rent for all leases in place as of December 31, 2019. | ||||||
| --- | --- | ||||||
| ^(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 | 2019 | 2018 | 2017 | |
| 1. | Convenience stores | 18.2% | 18.0% | 18.1% |
| 2. | Restaurants - full service | 11.1% | 11.4% | 12.1% |
| 3. | Automotive service | 9.6% | 8.6% | 6.9% |
| 4. | Restaurants - limited service | 8.8% | 8.9% | 7.6% |
| 5. | Family entertainment centers | 6.7% | 7.1% | 6.4% |
| 6. | Health and fitness | 5.2% | 5.6% | 5.6% |
| 7. | Theaters | 4.7% | 5.0% | 4.8% |
| 8. | Recreational vehicle dealers, parts and accessories | 3.4% | 3.4% | 3.4% |
| 9. | Automotive parts | 3.1% | 3.4% | 3.6% |
| 10. | Equipment rental | 2.6% | 1.9% | 2.0% |
| Other | 26.6% | 26.7% | 29.5% | |
| 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. | |||
| --- | --- |
5
The following table summarizes the diversification of the Property Portfolio by state as of December 31, 2019:
| State | # of<br><br>Properties | % of<br><br>Annual<br><br>Base Rent^(1)^ | |
|---|---|---|---|
| 1. | Texas | 502 | 17.6% |
| 2. | Florida | 230 | 8.8% |
| 3. | Ohio | 199 | 5.8% |
| 4. | Illinois | 142 | 5.0% |
| 5. | Georgia | 151 | 4.5% |
| 6. | North Carolina | 156 | 4.5% |
| 7. | Indiana | 146 | 4.0% |
| 8. | Tennessee | 142 | 3.8% |
| 9. | Virginia | 117 | 3.6% |
| 10. | California | 65 | 3.3% |
| Other | 1,268 | 39.1% | |
| 3,118 | 100.0% | ||
| ^(1)^ | Based on annualized base rent for all leases in place as of December 31, 2019. | ||
| --- | --- |
As of December 31, 2019, NNN did not have any tenant that accounted for ten percent or more of its rental income.
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. 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 seller or tenant does not comply with these requirements.
As of February 4, 2020, NNN has 73 Properties currently under some level of environmental remediation and/or monitoring. In general, the responsible party (which may include the seller, a previous owner, the tenant or an adjacent or former land owner) is liable 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 4, 2020, 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.
6
Additional 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’s website is located at www.nnnreit.com. NNN intends to comply with the requirements of Item 5.05 of Form 8-K regarding amendments to and waivers under the code of business conduct and ethics applicable to its Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer by providing such information on its website within four days after effecting any amendment to, or granting any waiver under, that code, and NNN will maintain such information on its website for at least twelve months. The information contained on NNN’s website does not constitute part of this Form 10-K.
On NNN’s website you can also obtain, free of charge, a copy of this Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable, after NNN files such material electronically with, or furnish it to, the Securities and Exchange Commission ("Commission" or "SEC"). The public may read and obtain a copy of any materials NNN files electronically with the Commission at www.sec.gov.
Additional information on NNN’s website includes the guiding policies adopted by NNN, which include NNN’s Corporate Governance Guidelines, Code of Business Conduct Policy and Whistleblower Policy, as well as NNN’s stance on corporate governance, social responsibility and environmental practices and impact.
| 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.
Risks Related to NNN’s Business and Operations
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 attempting 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.
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 raise equity capital or to raise equity capital or 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. |
| --- | --- |
7
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 and the size, type and location of space tenants lease in the future. NNN cannot predict with certainty what tenants will want or what the impact will be on market rents. 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 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, 2019, approximately,
| • | 54.4% of the Property Portfolio annual base rent is generated from tenants in five retail lines of trade, including convenience stores (18.2%) and full-service and limited-service restaurants (19.9%), |
|---|---|
| • | 21.0% of the Property Portfolio annual base rent is generated from five tenants, 7-Eleven (5.0%), Mister Car Wash (4.6%), Camping World (4.2%), LA Fitness (3.7%) and Flynn Restaurant Group (Taco Bell/Arby's) (3.5%), and |
| --- | --- |
| • | 41.7% of the Property Portfolio annual base rent is generated from properties located in five states, including Texas (17.6%) and Florida (8.8%). |
| --- | --- |
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.
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 delay rent commencement, 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 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.
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.
8
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.
NNN’s ability to fully control the management of its net-leased properties may be limited.
The tenants of net-leased properties are responsible for maintenance and other day-to-day management of the Properties. If a Property is not adequately maintained in accordance with the terms of the applicable lease, NNN may incur expenses for deferred maintenance expenditures or other liabilities when the lease expires. While NNN’s leases generally provide for recourse against the tenant in these instances, a bankrupt or financially troubled tenant may be more likely to defer maintenance and it may be more difficult to enforce remedies against such a tenant. Although NNN endeavors to monitor compliance by tenants with their lease obligations, NNN may not always be able to ascertain or forestall deterioration in the condition of a property or the financial circumstances of a tenant.
Vacant properties or bankrupt tenants could adversely affect NNN’s business or financial condition.
As of December 31, 2019, NNN owned 32 vacant, un-leased Properties, which accounted for approximately one percent of total Properties held in the Property Portfolio. NNN is actively marketing these Properties for sale or lease but may not be able to sell or lease these Properties on favorable terms or at all. The lost revenues and increased property expenses resulting from the rejection by any bankrupt tenant of any of their respective leases with NNN could have a material adverse effect on the liquidity and results of operations of NNN if NNN is unable to re-lease the Properties at comparable rental rates and in a timely manner. As of February 10, 2020, less than two percent of total Properties, and less than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to two tenants that are currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, these tenants have the right to reject or affirm their leases with NNN.
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.
9
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, fraud, 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, fraud, 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, |
| --- | --- |
| • | fraudulent transactions, |
| --- | --- |
| • | 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:
| • | loss of revenues or tenant relationships, |
|---|---|
| • | 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 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.
NNN may suffer a loss in the event of a default or bankruptcy of a borrower.
As of December 31, 2019, 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.
10
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.
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.
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.
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.
Risks Related to Financing NNN’s Business
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.
11
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, 2019, NNN had outstanding debt, including mortgages payable of $12,059,000, total unsecured notes payable of $2,842,698,000 and $133,600,000 was outstanding on the Credit Facility. NNN’s organizational documents do not limit the level or amount of debt that it may incur. If NNN incurs additional indebtedness and permits a higher degree of leverage, debt service requirements would increase and could adversely affect NNN’s financial condition and results of operations, as well as NNN’s ability to pay principal and interest on the outstanding indebtedness or cash dividends to its stockholders. In addition, increased leverage could increase the risk that NNN may default on its debt obligations.
The amount of debt outstanding at any time could have important consequences to NNN’s stockholders. For example, it could:
| • | require NNN to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing funds available for operations, real estate investments and other business opportunities that may arise in the future, |
|---|---|
| • | increase NNN’s vulnerability to general adverse economic and industry conditions, |
| --- | --- |
| • | limit NNN’s ability to obtain any additional financing it may need in the future for working capital, debt refinancing, capital expenditures, real estate investments, development or other general corporate purposes, |
| --- | --- |
| • | make it difficult to satisfy NNN’s debt service requirements, |
| --- | --- |
| • | limit NNN’s ability to pay dividends in cash on its outstanding common and preferred stock, |
| --- | --- |
| • | limit NNN’s flexibility in planning for, or reacting to, changes in its business and the factors that affect the profitability of its business, and |
| --- | --- |
| • | limit NNN’s flexibility in conducting its business, which may place NNN at a disadvantage compared to competitors with less debt or debt with less restrictive terms. |
| --- | --- |
NNN’s ability to make scheduled payments of principal or interest on its debt, or to retire or refinance such debt will depend primarily on its future performance, which to a certain extent is subject to the creditworthiness of its tenants, competition, and economic, financial, and other factors beyond its control. There can be no assurance that NNN’s business will continue to generate sufficient cash flow from operations in the future to service its debt or meet its other cash needs. If NNN is unable to generate sufficient cash flow from its business, it may be required to refinance all or a portion of its existing debt, sell assets or obtain additional financing to meet its debt obligations and other cash needs.
NNN cannot assure stockholders that any such refinancing, sale of assets or additional financing would be possible or, if possible, on terms and conditions, including but not limited to the interest rate, which NNN would find acceptable or would not result in a material decline in earnings.
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, 2019, NNN had approximately $2,988,357,000 of outstanding indebtedness, of which approximately $12,059,000 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.
12
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 policies, |
| --- | --- |
| • | 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. |
| --- | --- |
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.
The phase-out of LIBOR could affect interest rates under NNN's variable rate debt.
LIBOR is used as a reference rate for NNN’s revolving Credit Facility. On July 27, 2017, the United Kingdom's Financial Conduct Authority announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unclear if LIBOR will cease to exist at that time, if a new method of calculating LIBOR will be established, or if an alternative reference rate will be established. The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. NNN is not able to predict when LIBOR will cease to be available or if SOFR, or another alternative rate reference rate, attains market traction as a LIBOR replacement. If LIBOR ceases to exist, NNN will need to agree upon a benchmark replacement index with the bank, and as such the interest rate on its Credit Facility may change. The new rate may not be as favorable as those in effect prior to any LIBOR phase-out. Furthermore, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR, all of which could negatively impact NNN's cash flow.
13
General Real Estate Risks
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.
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, tenants or any other responsible party shall be able to meet their remediation and indemnity obligations to NNN. A tenant, seller or any other responsible party may not have the financial ability to meet its remediation and indemnity obligations to NNN when required. Furthermore, NNN may have strict liability to governmental agencies or third parties as a result of the existence of hazardous materials on Properties, whether or not NNN knew about or caused such hazardous materials to exist.
As of February 4, 2020, NNN has 73 Properties currently under some level of environmental remediation and/or monitoring. In general, the responsible party (which may include the seller, a previous owner, the tenant or an adjacent or former land owner) is liable 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
14
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. 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.
Risks Related to Government Regulations and Tax Matters
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, its Properties or its tenants, 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 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’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.
15
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, 2019, 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.
The share ownership restrictions of the Internal Revenue Code for REITs and the 9.8% share ownership limit in NNN’s charter may inhibit market activity in NNN’s shares of stock and restrict NNN’s business combination opportunities.
In order to qualify as a REIT, five or fewer individuals, as defined in the Internal Revenue Code, may not own, actually or constructively, more than 50% in value of NNN’s issued and outstanding shares of stock at any time during the last half of each taxable year, other than the first year for which a REIT election is made. Attribution rules in the Internal Revenue Code determine if any individual or entity actually or constructively owns NNN’s shares of stock under this requirement. Additionally, at least 100 persons must beneficially own NNN’s shares of stock during at least 335 days of a taxable year for each taxable year, other than the first year for which a REIT election is made. To help insure that NNN meets these tests, among other purposes, NNN’s charter restricts the acquisition and ownership of NNN’s shares of stock.
NNN’s charter, with certain exceptions, authorizes NNN’s Board of Directors to take such actions as are necessary and desirable to preserve NNN’s qualification as a REIT while NNN so qualifies. Unless exempted by the Board of Directors, for so long as NNN qualifies as a REIT, NNN’s charter prohibits, among other limitations on ownership and transfer of shares of NNN’s stock, any person from beneficially or constructively owning (applying certain attribution rules under the Internal Revenue Code) more than 9.8% in value of the aggregate of NNN’s outstanding shares of stock and more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of NNN’s shares of stock. The Board of Directors, in its sole discretion and upon receipt of certain representations and undertakings, may exempt a person (prospectively or retrospectively) from the ownership limits. However, the Board of Directors may not, among other limitations, grant an exemption from these ownership restrictions to any proposed transferee whose ownership, direct or indirect, in excess of the 9.8% ownership limit would result in the termination of NNN’s qualification as a REIT. These restrictions on transferability and ownership will not apply, however, if the Board of Directors determines that it is no longer in NNN’s best interest to continue to qualify as a REIT or that compliance with the restrictions is no longer required in order for us to continue to so qualify as a REIT. These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for our Common Stock or otherwise be in the best interest of NNN’s stockholders.
Non-compliance with Title III of the Americans with Disabilities Act of 1990 could have an adverse effect on NNN's business and operating results.
The Properties, as commercial facilities, are required to comply with the ADA. NNN's tenants will typically have primary responsibility for complying with the ADA, but NNN may incur costs if the tenant does not comply.
16
| 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.
17
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
|---|
Market Information.
The common stock of NNN currently is traded on the NYSE under the symbol “NNN.”
Performance Graphs.
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 (“FNER”) and the S&P 500 Index (“S&P”) for the five-year period commencing December 31, 2014 and ending December 31, 2019. The graph assumes an investment of $100 on December 31, 2014.
Comparison to Five-Year Cumulative Total Return

18
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 (“FNER”) and the S&P 500 Index (“S&P”) for the fifteen-year period commencing December 31, 2004 and ending December 31, 2019. The graph assumes an investment of $100 on December 31, 2004.
Comparison to Fifteen-Year Cumulative Total Return

Dividends.
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 2020, NNN declared dividends payable to its stockholders of $88,148,000, or $0.515 per share, of common stock.
Holders.
On January 31, 2020, there were 1,679 registered holders of record of NNN's common stock. Many of NNN's shares of common stock are held by brokers and institutions on behalf of stockholders, NNN is unable to estimate the total number of stockholders represented by these record holders.
Securities Authorized for Issuance Under Equity Compensation Plans.
None.
Sale of Unregistered Securities.
None.
Issuer Purchases of Equity Securities.
None.
19
| Item 6. | Selected Financial Data |
|---|
The following table sets forth selected, historical, consolidated financial data for NNN and should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of and the related notes included elsewhere in this Annual Report on Form 10-K.
Historical Financial Highlights
(dollars in thousands, except per share data)
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross revenues^(1)^ | $ | 673,599 | $ | 624,471 | $ | 585,255 | $ | 533,817 | $ | 483,025 | |||||
| Earnings from continuing operations | 299,608 | 292,485 | 265,371 | 239,506 | 197,961 | ||||||||||
| Net earnings | 299,608 | 292,485 | 265,371 | 239,506 | 197,961 | ||||||||||
| Net earnings attributable to NNN | 299,180 | 292,447 | 264,973 | 239,500 | 197,836 | ||||||||||
| Total assets | 7,434,867 | 7,103,438 | 6,560,534 | 6,334,151 | 5,460,044 | ||||||||||
| Total debt | 2,988,357 | 2,851,395 | 2,580,207 | 2,311,689 | 1,975,944 | ||||||||||
| Total stockholders’ equity of NNN | 4,331,675 | 4,154,250 | 3,840,593 | 3,916,799 | 3,342,134 | ||||||||||
| Cash dividends declared to: | |||||||||||||||
| Common stockholders | 333,692 | 303,164 | 277,120 | 257,007 | 228,699 | ||||||||||
| Series D preferred stockholders | — | — | 3,598 | 19,047 | 19,047 | ||||||||||
| Series E preferred stockholders | 13,201 | 16,387 | 16,387 | 16,387 | 16,387 | ||||||||||
| Series F preferred stockholders | 17,940 | 17,940 | 17,940 | 3,189 | — | ||||||||||
| Weighted average common shares: | |||||||||||||||
| Basic | 164,688,498 | 155,744,601 | 149,111,188 | 144,176,224 | 133,998,674 | ||||||||||
| Diluted | 165,083,679 | 156,295,619 | 149,432,641 | 144,660,633 | 134,489,416 | ||||||||||
| Earnings from continuing operations per share and net earnings per share: | |||||||||||||||
| Basic | 1.56 | 1.65 | 1.45 | 1.39 | 1.21 | ||||||||||
| Diluted | 1.56 | 1.65 | 1.45 | 1.38 | 1.20 | ||||||||||
| Cash dividends declared per share to: | |||||||||||||||
| Common stockholders | 2.03 | 1.95 | 1.86 | 1.78 | 1.71 | ||||||||||
| Series D preferred depositary stockholders | — | — | 0.312847 | 1.656250 | 1.656250 | ||||||||||
| Series E preferred depositary stockholders | 1.147917 | 1.425000 | 1.425000 | 1.425000 | 1.425000 | ||||||||||
| Series F preferred depositary stockholders | 1.300000 | 1.300000 | 1.300000 | 0.231111 | — | ||||||||||
| Other data: | |||||||||||||||
| Cash flows provided by (used in): | |||||||||||||||
| Operating activities | $ | 501,727 | $ | 471,909 | $ | 421,557 | $ | 415,337 | $ | 341,095 | |||||
| Investing activities | (619,408 | ) | (609,371 | ) | (625,557 | ) | (779,943 | ) | (644,544 | ) | |||||
| Financing activities | 4,526 | 250,365 | (89,176 | ) | 644,886 | 307,105 | |||||||||
| Funds from operations – available to common stockholders^(2)^ | 446,661 | 395,337 | 359,179 | 330,544 | 289,193 | ||||||||||
| ^(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)^ | 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 operating performance of an equity 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 assets unique to the real estate industry, excluding gains (or including losses), any applicable taxes and noncontrolling interests 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. | ||||||||||||||
| --- | --- |
20
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 earnings 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:
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of funds from operations: | |||||||||||||||
| Net earnings available to common stockholders | $ | 258,183 | $ | 258,120 | $ | 217,193 | $ | 200,877 | $ | 162,402 | |||||
| Real estate depreciation and amortization | 188,537 | 174,076 | 173,404 | 148,779 | 134,380 | ||||||||||
| Gain on disposition of real estate, net of income tax expense and noncontrolling interests | (32,051 | ) | (65,070 | ) | (36,258 | ) | (27,137 | ) | (10,397 | ) | |||||
| Impairment losses – depreciable real estate, net of recoveries and income tax expense | 31,992 | 28,211 | 4,840 | 8,025 | 2,808 | ||||||||||
| FFO available to common stockholders | $ | 446,661 | $ | 395,337 | $ | 359,179 | $ | 330,544 | $ | 289,193 |
21
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|---|
This section generally discusses 2019 and 2018 items and year-to-year comparisons between 2019 and 2018. Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 that are not included in this annual report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (the "Commission") on February 12, 2019.
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").
Forward-Looking Statements
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. NNN makes statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled “Forward-Looking Statements.” Certain risks may cause NNN’s actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see “Item 1A. Risk Factors.”
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 3,118 Properties with an aggregate gross leasable area of approximately 32,460,000 square feet, located in 48 states, with a weighted average remaining lease term of 11.2 years as of December 31, 2019. Approximately 99 percent of the Properties were leased as of December 31, 2019.
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 past payment history and 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, 2019, 2018 and 2017, the Property Portfolio has remained at least 98 percent leased. As of December 31, 2019, the average remaining lease term of the Property Portfolio was 11.2 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.
22
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.
Purchase Accounting for Acquisition of Real Estate. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance on business combinations, consideration for the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and tenant improvements and, if applicable, to identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and value of in-place leases, as applicable, based on their respective fair values.
Lease Accounting. Effective January 1, 2019, NNN adopted FASB Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)," ("ASC 842") using the modified retrospective approach in which the cumulative effect of applying the new standard was recognized at the date of initial application with an immaterial positive adjustment to NNN’s opening balance of accumulated deficit. The modified retrospective approach provides a method for recording existing leases upon adoption which in comparative periods approximates the results of a full retrospective approach. NNN elected the package of practical expedients permitted under the transition guidance (which included: (i) an entity need not reassess whether any expired or existing contracts are or contain leases, (ii) an entity need not reassess the lease classification for any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases), the land easement practical expedient to carry forward existing accounting treatment on existing land easements, and the lease and non-lease component combined practical expedient.
NNN estimates the collectability 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 probable collection. At the point NNN deems the collection of lease payments not probable, a bad debt is recognized for any outstanding receivable and any related accrued rent and, subsequently, any lease revenue is only recognized when cash receipts are received.
Adoption of the new standard resulted in the recording of right-of-use ("ROU") assets and operating lease liabilities of approximately $7,735,000 and $10,155,000 respectively, as of January 1, 2019. Additional disclosures are included in Note 3 – Right-Of-Use Assets and Operating Lease Liabilities. The consolidated financial statements for the year ended December 31, 2019 are presented under the new standard, while comparative periods presented are not adjusted and continue to be reported in accordance with NNN's historical accounting policy. ASC 842 did not materially impact NNN’s financial position or results of operations and had no impact on cash flows.
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.
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 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. The future undiscounted cash flows are primarily driven by estimated future market rents. 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.
23
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 collected subsequent to the related lease that is cancelled and NNN no longer has 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 determined the key revenue stream impacted by ASU 2014-09 is gain on disposition of real estate reported on the Consolidated Statements of Income and Comprehensive Income. NNN evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue recognition, as well as, transaction price allocation.
New Accounting Pronouncements. Refer to Note 1 of the December 31, 2019, Consolidated Financial Statements for a summary and the anticipated impact of each accounting pronouncement on NNN's financial position or results of operations.
Results of Operations
Property Analysis
General. The following table summarizes the Property Portfolio as of December 31:
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Properties Owned: | ||||||
| Number | 3,118 | 2,969 | 2,764 | |||
| Total gross leasable area (square feet) | 32,460,000 | 30,487,000 | 29,093,000 | |||
| Properties: | ||||||
| Leased and unimproved land | 3,086 | 2,917 | 2,740 | |||
| Percent of Properties – leased and unimproved land | 99 | % | 98 | % | 99 | % |
| Weighted average remaining lease term (years) | 11.2 | 11.5 | 11.5 | |||
| Total gross leasable area (square feet) – leased | 31,818,000 | 29,439,000 | 28,703,000 |
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, 2019:
| % of<br><br>Annual<br><br>Base Rent^(1)^ | # of<br><br>Properties | Gross<br><br>Leasable<br><br>Area^(2)^ | % of<br><br>Annual<br><br>Base Rent^(1)^ | # of<br><br>Properties | Gross<br><br>Leasable<br><br>Area^(2)^ | ||
|---|---|---|---|---|---|---|---|
| 2020 | 1.7% | 66 | 688,000 | 2026 | 4.5% | 174 | 1,672,000 |
| 2021 | 3.5% | 115 | 1,253,000 | 2027 | 7.1% | 194 | 2,582,000 |
| 2022 | 5.5% | 123 | 1,634,000 | 2028 | 4.5% | 153 | 1,158,000 |
| 2023 | 2.9% | 118 | 1,471,000 | 2029 | 3.0% | 75 | 1,030,000 |
| 2024 | 3.7% | 100 | 1,600,000 | Thereafter | 58.3% | 1,799 | 16,880,000 |
| 2025 | 5.3% | 167 | 1,850,000 | ||||
| ^(1)^ | Based on the annualized base rent for all leases in place as of December 31, 2019. | ||||||
| --- | --- | ||||||
| ^(2)^ | Approximate square feet. | ||||||
| --- | --- |
24
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 | 2019 | 2018 | 2017 | |
| 1. | Convenience stores | 18.2% | 18.0% | 18.1% |
| 2. | Restaurants - full service | 11.1% | 11.4% | 12.1% |
| 3. | Automotive service | 9.6% | 8.6% | 6.9% |
| 4. | Restaurants - limited service | 8.8% | 8.9% | 7.6% |
| 5. | Family entertainment centers | 6.7% | 7.1% | 6.4% |
| 6. | Health and fitness | 5.2% | 5.6% | 5.6% |
| 7. | Theaters | 4.7% | 5.0% | 4.8% |
| 8. | Recreational vehicle dealers, parts and accessories | 3.4% | 3.4% | 3.4% |
| 9. | Automotive parts | 3.1% | 3.4% | 3.6% |
| 10. | Equipment rental | 2.6% | 1.9% | 2.0% |
| Other | 26.6% | 26.7% | 29.5% | |
| 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, 2019:
| State | # of Properties | % of Annual Base Rent^(1)^ | |
|---|---|---|---|
| 1. | Texas | 502 | 17.6% |
| 2. | Florida | 230 | 8.8% |
| 3. | Ohio | 199 | 5.8% |
| 4. | Illinois | 142 | 5.0% |
| 5. | Georgia | 151 | 4.5% |
| 6. | North Carolina | 156 | 4.5% |
| 7. | Indiana | 146 | 4.0% |
| 8. | Tennessee | 142 | 3.8% |
| 9. | Virginia | 117 | 3.6% |
| 10. | California | 65 | 3.3% |
| Other | 1,268 | 39.1% | |
| 3,118 | 100.0% | ||
| ^(1)^ | Based on annualized base rent for all leases in place as of December 31, 2019. | ||
| --- | --- |
Property Acquisitions. The following table summarizes the Property acquisitions for each of the years ended December 31 (dollars in thousands):
| 2019 | 2018 | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Acquisitions: | |||||||||
| Number of Properties | 210 | 265 | 276 | ||||||
| Gross leasable area (square feet) | 3,164,000 | 2,167,000 | 2,243,000 | ||||||
| Initial cash yield | 6.9 | % | 6.8 | % | 6.9 | % | |||
| Total dollars invested^(1)^ | $ | 752,497 | $ | 715,572 | $ | 754,892 | |||
| ^(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.
25
Property Dispositions. The following table summarizes the Properties sold by NNN for each of the years ended December 31 (dollars in thousands):
| 2019 | 2018 | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of properties | 59 | 61 | 48 | ||||||
| Gross leasable area (square feet) | 1,113,000 | 686,000 | 346,000 | ||||||
| Net sales proceeds | $ | 126,194 | $ | 147,646 | $ | 96,757 | |||
| Gain on disposition of real estate | $ | 32,463 | $ | 65,070 | $ | 36,655 | |||
| Cap rate | 5.9 | % | 5.1 | % | 6.0 | % |
NNN typically uses the proceeds from a Property disposition to either pay down the Credit Facility or reinvest in real estate.
Analysis of Revenue
General. NNN’s total revenues have increased for the year ended December 31, 2019, as compared to the same periods ended in 2018 and 2017. This increase is 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 for each of the years ended December 31 (dollars in thousands):
| 2019 | 2018 | 2017 | 2019<br>Versus<br>2018<br>Percent | 2018<br>Versus<br>2017<br>Percent | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Rental Revenues^(1)^ | $ | 652,220 | $ | 604,615 | $ | 568,083 | 7.9 | % | 6.4 | % |
| Real estate expense reimbursement from tenants | 16,789 | 16,784 | 15,512 | — | 8.2 | % | ||||
| Rental income | 669,009 | 621,399 | 583,595 | 7.7 | % | 6.5 | % | |||
| Interest and other income from real estate transactions | 1,478 | 1,262 | 1,338 | 17.1 | % | (5.7 | )% | |||
| Total revenues | $ | 670,487 | $ | 622,661 | $ | 584,933 | 7.7 | % | 6.4 | % |
| ^(1)^ | Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Revenues"). | |||||||||
| --- | --- |
Comparison of Revenues – 2019 versus 2018
Rental Income. Rental income increased for the year ended December 31, 2019, as compared to the same period in 2018 primarily due to Property acquisitions:
| (i) | a partial year of Rental Revenue from 210 Properties with aggregate gross leasable area of approximately 3,164,000 square feet acquired in 2019, and |
|---|---|
| (ii) | a full year of Rental Revenue from 265 Properties with a gross leasable area of approximately 2,167,000 square feet acquired in 2018. |
| --- | --- |
Comparison of Revenues – 2018 versus 2017
Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of NNN's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Commission on February 12, 2019, for a detailed comparison of revenues for the years ended December 31, 2018 versus December 31, 2017.
26
Analysis of Expenses
General. Operating expenses increased primarily due to the increase in depreciation expense resulting from the continued growth of NNN's Property Portfolio during the year ended December 31, 2019, as compared to the same period in 2018. The following summarizes NNN’s expenses for the year ended December 31 (dollars in thousands):
| 2019 | 2018 | 2017 | 2019<br>Versus<br>2018<br>Percent | 2018<br>Versus<br>2017<br>Percent | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| General and administrative | $ | 37,651 | $ | 34,248 | $ | 33,805 | 9.9 | % | 1.3 | % | |||
| Real estate | 27,656 | 25,099 | 23,105 | 10.2 | % | 8.6 | % | ||||||
| Depreciation and amortization | 188,871 | 174,398 | 173,720 | 8.3 | % | 0.4 | % | ||||||
| Impairment losses – real estate and other charges, net of recoveries | 31,992 | 28,211 | 8,955 | 13.4 | % | 215.0 | % | ||||||
| Retirement severance costs | — | 1,013 | 7,845 | (100.0 | )% | (87.1 | )% | ||||||
| Total operating expenses | $ | 286,170 | $ | 262,969 | $ | 247,430 | 8.8 | % | 6.3 | % | |||
| Interest and other income | $ | (3,112 | ) | $ | (1,810 | ) | $ | (322 | ) | 71.9 | % | 462.1 | % |
| Interest expense | 120,023 | 115,847 | 109,109 | 3.6 | % | 6.2 | % | ||||||
| Leasing transaction costs | 261 | — | — | N/C ^(1)^ | — | ||||||||
| Loss on early extinguishment of debt | — | 18,240 | — | (100.0 | )% | N/C ^(1)^ | |||||||
| Total other expenses (revenues) | $ | 117,172 | $ | 132,277 | $ | 108,787 | (11.4 | )% | 21.6 | % | |||
| As a percentage of total revenues: | |||||||||||||
| General and administrative | 5.6 | % | 5.5 | % | 5.8 | % | |||||||
| Real estate | 4.1 | % | 4.0 | % | 4.0 | % |
^(1)^ Not calculable ("N/C")
Comparison of Expenses – 2019 versus 2018
General and Administrative Expenses. General and administrative expenses increased in amount and remained relatively flat as a percentage of total revenues for the year ended December 31, 2019, as compared to the same period in 2018. The increase in general and administrative expenses for the year ended December 31, 2019, is primarily attributable to an increase in compensation costs.
Real Estate. Real estate expenses increased in amount and remained relatively flat as a percentage of revenues for the year ended December 31, 2019, as compared to the same period in 2018. NNN focuses on real estate expenses, net of reimbursements from tenants. NNN's net real estate expenses for the years ended December 31, 2019 and 2018 were $10,867,000 and $8,315,000, respectively. The increase is primarily attributable to expenses from certain properties that became vacant during the years ended December 31, 2019 and 2018.
Depreciation and Amortization. Depreciation and amortization expenses increased in amount for the year ended December 31, 2019, as compared to the same period in 2018. The increase in expenses is primarily due to the acquisition of 210 Properties with an aggregate gross leasable area of approximately 3,164,000 square feet in 2019 and 265 Properties with an aggregate gross leasable area of approximately 2,167,000 square feet in 2018.
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, 2019 and 2018, NNN recorded $31,992,000 and $28,211,000, respectively, of real estate impairments.
27
Interest Expense. Interest expense increased for the year ended December 31, 2019, compared to the same period in 2018. The increase is attributable to an increase in outstanding debt, including the following activity related to NNN's notes payable (dollars in thousands):
| Transaction | Effective Date | Principal | Stated Interest Rate | Original Maturity | |||
|---|---|---|---|---|---|---|---|
| Issuance 2028 Notes | September 2018 | $ | 400,000 | 4.300 | % | October 2028 | |
| Issuance 2048 Notes | September 2018 | 300,000 | 4.800 | % | October 2048 | ||
| Redemption 2021 Notes | October 2018 | (300,000 | ) | 5.500 | % | July 2021 |
The increase in interest expense for 2019 is partially offset by a decrease of $97,529,000 in the weighted average outstanding balance on the Credit Facility, from $121,587,000 at December 31, 2018 to $24,058,000 at December 31, 2019.
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 – 2018 versus 2017
Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of NNN's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Commission on February 12, 2019, for a detailed comparison of expenses for the years ended December 31, 2018 versus December 31, 2017.
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 CPI, and/or, to a lesser extent, increases in the tenant’s sales volume. During times when inflation is greater than increases in rent, rent increases will not keep up with the rate of inflation.
Properties are leased to tenants under long-term, net leases which typically require the tenant to pay certain operating expenses for a Property, thus, NNN’s exposure to inflation is reduced with respect to these expenses. Inflation may have an adverse impact on NNN’s tenants.
Liquidity
General. NNN’s demand for funds has been and will continue to be primarily for (i) payment of operating expenses and cash dividends; (ii) Property acquisitions and development; (iii) capital expenditures; (iv) payment of principal and interest on its outstanding indebtedness; and (v) other investments.
NNN expects to meet short-term liquidity requirements through cash provided from operations and NNN’s Credit Facility. As of December 31, 2019, $133,600,000 was outstanding and $766,400,000 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.
28
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. NNN did not have restricted cash or cash held in escrow as of December 31, 2019, 2018 and 2017. The table below summarizes NNN’s cash flows for each of the years ended December 31 (dollars in thousands):
| 2019 | 2018 | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents: | |||||||||
| Provided by operating activities | $ | 501,727 | $ | 471,909 | $ | 421,557 | |||
| Used in investing activities | (619,408 | ) | (609,371 | ) | (625,557 | ) | |||
| Provided by (used in) financing activities | 4,526 | 250,365 | (89,176 | ) | |||||
| Increase (decrease) | (113,155 | ) | 112,903 | (293,176 | ) | ||||
| Net cash at beginning of year | 114,267 | 1,364 | 294,540 | ||||||
| Net cash at end of year | $ | 1,112 | $ | 114,267 | $ | 1,364 |
Cash provided by operating activities represents cash received primarily from Rental Revenues 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, 2019, 2018 and 2017, 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, 2019, included the following significant transactions:
(i) Issuance of common stock resulted in the following net proceeds:
| • | $379,410,000 from the issuance of 7,000,000 shares of common stock in September, |
|---|---|
| • | $19,442,000 from the issuance of 362,918 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan (“DRIP”), and |
| --- | --- |
| • | $125,905,000 from the issuance of 2,344,022 shares of common stock in connection with the at-the-market ("ATM") equity program. |
| --- | --- |
(ii) Dividends paid:
| • | $13,201,000 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 to holders of the depositary shares of NNN’s 5.200% Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock"), and |
| --- | --- |
| • | $333,692,000 to common stockholders. |
| --- | --- |
Financing Strategy. NNN’s financing objective is to manage its capital structure effectively in order to provide sufficient capital to execute its operating strategy while servicing its debt requirements, maintaining its investment grade credit rating, staggering debt maturities and providing value to NNN’s stockholders. NNN generally utilizes debt and equity security offerings, bank borrowings, proceeds from the disposition of certain properties, and to a lesser extent, internally generated funds to meet its capital needs.
NNN typically funds its short-term liquidity requirements, including investments in additional Properties, with cash from its Credit Facility. As of December 31, 2019, $133,600,000 was outstanding and $766,400,000 was available for future borrowings under the Credit Facility.
As of December 31, 2019, 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.
29
Contractual Obligations and Commercial Commitments. The information in the following table summarizes NNN’s contractual obligations and commercial commitments outstanding as of December 31, 2019. The table presents principal cash flows by year-end of the expected maturity for debt obligations and commercial commitments outstanding as of December 31, 2019.
| Expected Maturity Date (dollars in thousands) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | ||||||||
| Long-term debt^(1)^ | $ | 2,886,837 | $ | 596 | $ | 630 | $ | 325,664 | $ | 359,947 | $ | 350,000 | $ | 1,850,000 |
| Long-term debt – interest^(2)^ | 991,971 | 112,365 | 112,331 | 109,724 | 91,520 | 80,456 | 485,575 | |||||||
| Credit Facility | 133,600 | — | — | 133,600 | — | — | — | |||||||
| Headquarters office lease | 4,233 | 773 | 788 | 804 | 821 | 837 | 210 | |||||||
| Ground leases | 8,446 | 564 | 573 | 582 | 582 | 601 | 5,544 | |||||||
| Total contractual cash obligations | $ | 4,025,087 | $ | 114,298 | $ | 114,322 | $ | 570,374 | $ | 452,870 | $ | 431,894 | $ | 2,341,329 |
| ^(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, 2019, are outlined in the table below (dollars in thousands):
| Total commitment^(1)^ | $ | 75,927 |
|---|---|---|
| Less amount funded | 44,368 | |
| Remaining commitment | $ | 31,559 |
| ^(1)^ | Includes land, construction costs, tenant improvements, lease costs and capitalized interest | |
| --- | --- |
As of December 31, 2019, 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 triple net leases, which require the tenant to pay all property taxes and assessments, to maintain the interior and exterior of the Property, and to carry property and liability insurance coverage. Therefore, management anticipates that capital demands to meet obligations with respect to these Properties will be modest for the foreseeable future and can be met with funds from operations and working capital. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the Property. Management anticipates the costs associated with these Properties, NNN's vacant Properties or those Properties that become vacant will also be met with funds from operations and working capital. NNN may be required to borrow under its Credit Facility or use other sources of capital in the event of significant capital expenditures or major repairs.
The lost revenues and increased property expenses resulting from vacant Properties or uncollectibility of lease revenues could have a material adverse effect on the liquidity and results of operations if NNN is unable to re-lease the Properties at comparable rental rates and in a timely manner. As of December 31, 2019, NNN owned 32 vacant, un-leased Properties which accounted for approximately one percent of total Properties held in the Property Portfolio. Additionally, as of February 10, 2020, less than two percent of total Properties, and less than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to two tenants that are currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, these tenants have the right to reject or affirm their leases with NNN.
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
30
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):
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Dividends | $ | 333,692 | $ | 303,164 | $ | 277,120 |
| Per share | 2.030 | 1.950 | 1.860 |
The following presents the characterizations for tax purposes of such common stock dividends for the years ended December 31:
| 2019 | 2018 | 2017 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary dividends | $ | 1.762899 | 86.8423 | % | ^(1)^ | $ | 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 | 0.267101 | 13.1577 | % | 0.233044 | 11.9510 | % | 0.252984 | 13.6013 | % | |||||
| $ | 2.030000 | 100.0000 | % | $ | 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 amended by the Tax Cuts and Jobs Act signed into law on December 22, 2017, ("TCJA"). | |||||||||||||
| --- | --- |
On January 15, 2020, NNN declared a dividend of $0.515 per share, payable February 14, 2020, to its common stockholders of record as of January 31, 2020.
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):
| 2019 | 2018 | 2017 | |||||
|---|---|---|---|---|---|---|---|
| Series D Preferred Stock^(1)^: | |||||||
| Dividends | $ | — | $ | — | $ | 3,598 | |
| Per share | — | — | 0.312847 | ||||
| Series E Preferred Stock^(2)^: | |||||||
| Dividends | 13,201 | 16,387 | 16,387 | ||||
| Per share | 1.147917 | 1.425000 | 1.425000 | ||||
| Series F Preferred Stock^(3)^: | |||||||
| Dividends | 17,940 | 17,940 | 17,940 | ||||
| Per share | 1.300000 | 1.300000 | 1.300000 | ||||
| ^(1)^The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 include accumulated and unpaid dividends through, but not including, the redemption date. | |||||||
| ^(2)^ The Series E Preferred Stock was redeemed in October 2019. The dividends paid in 2019 include accumulated and unpaid dividends through, but not including, the redemption date. | |||||||
| ^(3)^ The Series F Preferred Stock was issued in October 2016 and has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is October 2021. |
31
The following presents the characterizations for tax purposes of such preferred stock dividends for the years ended December 31:
| Ordinary Dividends | Capital Gain | Unrecaptured Section 1250 Gain | Totals | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | |||||||||||||
| Percentage of Total | 100.0000 | % | ^(3)^ | — | — | 100.0000 | % | ||||||
| Series E ^(2)^ | $ | 1.147917 | $ | — | $ | — | $ | 1.147917 | |||||
| Series F | $ | 1.300000 | $ | — | $ | — | $ | 1.300000 | |||||
| 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 | $ | 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 | $ | 1.261789 | $ | 0.028345 | $ | 0.009866 | $ | 1.300000 | |||||
| ^(1)^The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 included<br><br>accumulated and unpaid dividends through, but not including, the redemption date. | |||||||||||||
| ^(2)^The Series E Preferred Stock was redeemed in October 2019. The dividends paid in 2019 included<br><br>accumulated and unpaid dividends through, but not including, the redemption date. | |||||||||||||
| ^(3)^ Eligible for the 20% qualified business income deduction under section 199A of the Code as amended by the<br><br>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):
| 2019 | Percentage<br><br>of Total | 2018 | Percentage<br><br>of Total | |||||
|---|---|---|---|---|---|---|---|---|
| Line of credit payable | $ | 133,600 | 4.5 | % | $ | — | — | % |
| Mortgages payable | 12,059 | 0.4 | % | 12,694 | 0.4 | % | ||
| Notes payable | 2,842,698 | 95.1 | % | 2,838,701 | 99.6 | % | ||
| Total outstanding debt | $ | 2,988,357 | 100.0 | % | $ | 2,851,395 | 100.0 | % |
Indebtedness. NNN expects to use indebtedness primarily for property acquisitions and development of single-tenant retail properties, either directly or through investment interests. Additionally, indebtedness may be used to refinance existing indebtedness.
32
Line of Credit Payable. In October 2017, NNN amended its credit agreement to increase the borrowing capacity under its Credit Facility from $650,000,000 to $900,000,000 and amend certain other terms under the former Credit Facility. The Credit Facility had a weighted average outstanding balance of $24,058,000 and a weighted average interest rate of 2.8% for the year ended December 31, 2019. The Credit Facility matures January 2022, unless the Company exercises its option to extend maturity to January 2023. As of December 31, 2019, 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, 2019, $133,600,000 was outstanding and $766,400,000 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, 2019, 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, 2019 and 2018, NNN had mortgages payable, including unamortized premium and net of unamortized debt costs, of $12,059,000 and $12,694,000 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 $19,944,000 as of December 31, 2019.
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<br><br>Price | Stated<br><br>Rate | Effective<br><br>Rate^(3)^ | Maturity<br><br>Date | |||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | August 2012 | $ | 325,000 | $ | 4,989 | $ | 320,011 | 3.800% | 3.985% | October 2022 |
| 2023 | April 2013 | 350,000 | 2,594 | 347,406 | 3.300% | 3.388% | April 2023 | |||
| 2024 | May 2014 | 350,000 | 707 | 349,293 | 3.900% | 3.924% | June 2024 | |||
| 2025 | October 2015 | 400,000 | 964 | 399,036 | 4.000% | 4.029% | November 2025 | |||
| 2026 | December 2016 | 350,000 | 3,860 | 346,140 | 3.600% | 3.733% | December 2026 | |||
| 2027 | September 2017 | 400,000 | 1,628 | 398,372 | 3.500% | 3.548% | October 2027 | |||
| 2028 | 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. | |||||||||
| --- | --- |
33
NNN entered into forward starting swaps which were hedging the risk of changes in forecasted interest payments on the forecasted issuance of long-term debt. Upon the issuance of a series of unsecured notes, NNN terminated such derivatives as outlined in the following table (dollars in thousands):
| Notes | Terminated | Description | Aggregate Notional Amount | Liability (Asset) Fair Value When Terminated ^(1)^ | Fair Value Deferred In Other Comprehensive Income^(2)^ | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | April 2013 | Four forward starting swaps | $ | 240,000 | $ | 3,156 | $ | 3,141 | ||
| 2024 | May 2014 | Three forward starting swaps | 225,000 | 6,312 | 6,312 | |||||
| 2025 | October 2015 | Four forward starting swaps | 300,000 | 13,369 | 13,369 | |||||
| 2026 | December 2016 | Two forward starting swaps | 180,000 | (13,352 | ) | (13,345 | ) | |||
| 2027 | September 2017 | Two forward starting swaps | 250,000 | 7,690 | 7,688 | |||||
| 2028 | September 2018 | Two forward starting swaps | 250,000 | (4,080 | ) | (4,080 | ) | |||
| ^(1)^ | The deferred liability (asset) is being amortized over the term of the respective notes using the effective interest method. | |||||||||
| --- | --- | |||||||||
| ^(2)^ | The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest payments are made on the related notes payable. | |||||||||
| --- | --- |
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 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, 2019, 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.
During the year ended December 31, 2019, NNN entered into three forward starting swaps with a total notional amount of $200,000,000 to hedge the risk of changes in the interest-related cash outflows associated with the potential issuance of long-term debt. The outstanding forward swaps were designated as cash flow hedges, and as of December 31, 2019, had a fair value of $5,524,000 included in other liabilities and accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. These derivative financial instruments were still outstanding as of December 31, 2019.
34
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 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 offering of cumulative redeemable preferred stock that is 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 F^(4)^ | 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 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 used the net proceeds from the offering to repay outstanding indebtedness under its Credit Facility, fund property acquisitions and for general corporate purposes. |
The Preferred Stock Shares underlying the depositary shares rank senior to NNN’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of NNN. The Preferred Stock Shares have no maturity date and will remain outstanding unless redeemed. In addition, upon a change of control, as defined in the articles supplementary fixing the rights and preferences of the Preferred Stock Shares, NNN may redeem the Preferred Stock Shares underlying the depositary shares at a redemption price of $2,500.00 per share (or $25.00 per depositary share), plus all accumulated and unpaid dividends, and in limited circumstances the holders of depositary shares may convert some or all of their Preferred Stock Shares into shares of NNN's common stock at conversion rates provided in the related articles supplementary. As of February 11, 2020, the Series F Preferred Stock Shares were not redeemable.
In October 2019, NNN redeemed all outstanding depositary shares (11,500,000) representing interests in its 5.700% Series E Preferred Stock. The Series E Preferred Stock was redeemed at $25.00 per depositary share, plus all accrued and unpaid dividends through, but not including, the redemption date, for an aggregate redemption price of $25.079167 per depositary share. The excess carrying amount of preferred stock redeemed over the cash paid to redeem the preferred stock was $9,856,000 of issuance costs.
Common Stock Issuances. In September 2019, NNN filed a prospectus supplement to the prospectus contained in its February 2018 shelf registration statement and issued 7,000,000 shares of common stock at a price of $56.50 per share and received net proceeds of $379,410,000. In connection with this offering, NNN incurred stock issuance costs totaling approximately $16,090,000, consisting primarily of underwriters' fees and commissions, legal and accounting fees and printing expenses. NNN used the net proceeds from this offering to redeem the Series E Preferred Stock, repay outstanding indebtedness under the Credit Facility, to fund property acquisitions, and for general corporate purposes.
35
Dividend Reinvestment and Stock Purchase Plan. In February 2018, NNN filed a shelf registration statement with the Commission for its 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 years ended December 31 (dollars in thousands):
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Shares of common stock | 362,918 | 311,048 | 229,696 | |||
| Net proceeds | $ | 19,442 | $ | 13,264 | $ | 9,391 |
At-The-Market Offerings. NNN has established an ATM which allows NNN to sell shares of common stock from time to time. The following table outlines NNN's active ATM programs for the three years ended December 31, 2019:
| 2018 ATM | 2016 ATM | |
|---|---|---|
| Established date | February 2018 | March 2016 |
| Termination date | February 2021 | February 2018 |
| Total allowable shares | 12,000,000 | 12,000,000 |
| Total shares issued as of December 31, 2019 | 9,722,185 | 10,044,656 |
The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the years ended December 31 (dollars in thousands, except per share data):
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Shares of common stock | 2,344,022 | 7,378,163 | 5,821,366 | |||
| Average price per share (net) | $ | 53.71 | $ | 44.48 | $ | 41.88 |
| Net proceeds | $ | 125,905 | $ | 328,196 | $ | 243,822 |
| Stock issuance costs^(1)^ | $ | 1,431 | $ | 3,821 | $ | 3,782 |
^(1)^ Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and
accounting fees.
36
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, 2019, NNN had three forward starting swaps with a total notional amount of $200,000,000 to hedge the risk of changes in the interest-related cash outflows associated with the potential issuance of long-term debt.
The information in the table below summarizes NNN’s market risks associated with its debt obligations outstanding as of December 31, 2019 and 2018. The table presents principal payments and related interest rates by year for debt obligations outstanding as of December 31, 2019. The variable interest rate shown represents the weighted average rate for the Credit Facility for the year ended December 31, 2019. The table incorporates only those debt obligations that existed as of December 31, 2019, and it does not consider those debt obligations or positions which could arise after this date and therefore has limited predictive value. As a result, NNN’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, NNN’s hedging strategies at that time and interest rates. If interest rates on NNN’s variable rate debt increased by one percent, NNN’s interest expense would have increased by less than one percent for the year ended December 31, 2019.
| Debt Obligations (dollars in thousands) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Variable Rate Debt | Fixed Rate Debt | |||||||||
| Credit Facility | Mortgages^(1)^ | Unsecured Debt^(2)^ | ||||||||
| Debt<br><br>Obligation | Weighted<br><br>Average<br><br>Interest Rate | Debt<br><br>Obligation | Weighted<br><br>Average<br><br>Interest Rate | Debt<br><br>Obligation | Effective<br><br>Interest<br><br>Rate | |||||
| 2020 | $ | — | — | $ | 682 | 5.23% | $ | — | — | |
| 2021 | — | — | 716 | 5.23% | — | — | ||||
| 2022 | 133,600 | 2.79% | 750 | 5.23% | 323,426 | 3.99% | ||||
| 2023 | — | — | 9,968 | 5.23% | 349,049 | 3.39% | ||||
| 2024 | — | — | — | — | 349,653 | 3.92% | ||||
| Thereafter | — | — | — | — | 1,838,540 | 4.09% | ^(3)^ | |||
| Total | $ | 133,600 | 2.79% | $ | 12,116 | 5.23% | $ | 2,860,668 | 3.97% | |
| Fair Value: | ||||||||||
| December 31, 2019 | $ | 133,600 | $ | 12,116 | $ | 3,074,538 | ||||
| December 31, 2018 | $ | — | $ | 12,768 | $ | 2,813,583 | ||||
| ^(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 2024. | |||||||||
| --- | --- |
37
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, 2019, 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, 2019, 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, 2019 and 2018, 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, 2019, and the related notes and financial statement schedules listed in the Index at Item15(a) and our report dated February 11, 2020 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 11, 2020
38
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, 2019 and 2018, 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, 2019, and the related notes and financial statement schedules 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, 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, 2019, 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 11, 2020 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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
39
| Valuation of Real Estate Acquisitions | |
|---|---|
| Description of the Matter | As discussed in Note 1 of the consolidated financial statements, real estate asset acquisitions require allocation of consideration to the acquired tangible assets, consisting of land, building and tenant improvements and, if applicable, to identified intangible assets and liabilities, based on their respective fair values. For the year ended December 31, 2019, the Company completed $668 million of real estate acquisitions accounted for as asset acquisitions.<br><br><br><br>Auditing management’s measurement of fair values and allocation of consideration to the acquired tangible assets was complex and involved subjectivity. In particular, the fair value estimates are sensitive to significant assumptions, such as establishing a range of relevant market assumptions for land, building and rent, and estimating where within that range the acquired property falls. Establishing the market assumptions for land, building and rent include identifying the relevant properties in the established range most comparable to the acquired property. The position within the range is a judgmental assumption that relies upon ranking comparable properties’ attributes from most similar to least similar. |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s valuation of real estate acquisitions process. For example, we tested controls over the review and selection of inputs and assumptions used in the valuation estimates and the review of the final allocation of value among the tangible assets acquired.<br><br><br><br>To test the estimated fair values of the Company’s acquired tangible assets, we performed audit procedures that included, among others, reading the purchase agreements, assessing management’s valuation techniques and testing the completeness and accuracy of the underlying data used by the Company in its analysis. For certain acquisitions, we involved our real estate valuation specialists to evaluate management’s concluded ranges of values by benchmarking against comparable properties. We also compared certain of management’s assumptions to current and comparable industry information for land, building, building improvements and market rents. |
| Impairment of Held and Used Real Estate Assets | |
| Description of the Matter | At December 31, 2019 held and used real estate assets were $7,290 million. As discussed in Notes 1 and 2 of the consolidated financial statements, the Company assesses held and used real estate assets for impairment when certain events or changes in circumstances indicate the carrying amount of the asset may not be recoverable through operations. When assessing for impairment, the Company performs a recoverability test by comparing the undiscounted future cash flows of the real estate asset to the net carrying value. If the undiscounted cash flows are less than the net carrying value, the Company will estimate the real estate assets’ fair value. The estimated fair value is compared to the net carrying value to determine whether the asset is impaired.<br><br><br><br>Auditing management’s evaluation of held and used real estate assets for impairment was complex and involved subjectivity due to the significant estimation required to determine the undiscounted future cash flows of held and used assets where impairment indicators were determined to be present. In particular, future cash flow estimates were sensitive to the assumptions made by management regarding future market rents, which are affected by expectations about future market and economic conditions. |
40
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment of held and used real estate assets process. For example, we tested controls over management’s review of the market rent assumption.<br><br><br><br>To test the Company’s impairment assessment over held and used real estate assets, our audit procedures included, among others, assessing the methodologies used by management, testing the market rent assumption used to develop the estimates of future cash flows, and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We evaluated the historical accuracy of the Company’s estimates by performing a historical look back on market rent assumptions. We involved our real estate valuation specialists to assist in evaluating certain market rent assumptions used by management. |
|---|
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2006.
Orlando, Florida
February 11, 2020
41
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
| ASSETS | December 31, 2018 | ||||
|---|---|---|---|---|---|
| Real estate portfolio: | |||||
| Accounted for using the operating method, net of accumulated depreciation and amortization | 7,290,025 | $ | 6,845,446 | ||
| Accounted for using the direct financing method | 8,069 | ||||
| Real estate held for sale | 21,917 | ||||
| Cash and cash equivalents | 114,267 | ||||
| Receivables, net of allowance of 506 and 2,273, respectively | 3,797 | ||||
| Accrued rental income, net of allowance of 1,842 | 25,387 | ||||
| Debt costs, net of accumulated amortization of 15,574 and 14,118, respectively | 4,081 | ||||
| Other assets | 80,474 | ||||
| Total assets | 7,434,867 | $ | 7,103,438 | ||
| LIABILITIES AND EQUITY | |||||
| Liabilities: | |||||
| Line of credit payable | 133,600 | $ | — | ||
| Mortgages payable, including unamortized premium and net of unamortized debt costs | 12,694 | ||||
| Notes payable, net of unamortized discount and unamortized debt costs | 2,838,701 | ||||
| Accrued interest payable | 19,519 | ||||
| Other liabilities | 77,919 | ||||
| Total liabilities | 2,948,833 | ||||
| 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 December 31, 2018, at stated liquidation value of 2,500 per share | 287,500 | ||||
| 5.200% Series F, 138,000 shares issued and outstanding, at stated liquidation value of 2,500 per share | 345,000 | ||||
| Common stock, 0.01 par value. Authorized 375,000,000 shares; 171,694,209 and 161,503,585 shares issued and outstanding, respectively | 1,616 | ||||
| Capital in excess of par value | 3,950,055 | ||||
| Accumulated deficit | ) | (424,225 | ) | ||
| Accumulated other comprehensive income (loss) | ) | (5,696 | ) | ||
| Total stockholders’ equity of NNN | 4,154,250 | ||||
| Noncontrolling interests | 355 | ||||
| Total equity | 4,154,605 | ||||
| Total liabilities and equity | 7,434,867 | $ | 7,103,438 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
42
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | |||||||
| Revenues: | |||||||||
| Rental income | $ | 669,009 | $ | 621,399 | $ | 583,595 | |||
| Interest and other income from real estate transactions | 1,478 | 1,262 | 1,338 | ||||||
| 670,487 | 622,661 | 584,933 | |||||||
| Operating expenses: | |||||||||
| General and administrative | 37,651 | 34,248 | 33,805 | ||||||
| Real estate | 27,656 | 25,099 | 23,105 | ||||||
| Depreciation and amortization | 188,871 | 174,398 | 173,720 | ||||||
| Impairment losses – real estate and other charges, net of recoveries | 31,992 | 28,211 | 8,955 | ||||||
| Retirement severance costs | — | 1,013 | 7,845 | ||||||
| 286,170 | 262,969 | 247,430 | |||||||
| Gain on disposition of real estate | 32,463 | 65,070 | 36,655 | ||||||
| Earnings from operations | 416,780 | 424,762 | 374,158 | ||||||
| Other expenses (revenues): | |||||||||
| Interest and other income | (3,112 | ) | (1,810 | ) | (322 | ) | |||
| Interest expense | 120,023 | 115,847 | 109,109 | ||||||
| Leasing transaction costs | 261 | — | — | ||||||
| Loss on early extinguishment of debt | — | 18,240 | — | ||||||
| 117,172 | 132,277 | 108,787 | |||||||
| Net earnings | 299,608 | 292,485 | 265,371 | ||||||
| Earnings attributable to noncontrolling interests | (428 | ) | (38 | ) | (398 | ) | |||
| Net earnings attributable to NNN | $ | 299,180 | $ | 292,447 | $ | 264,973 |
See accompanying notes to consolidated financial statements.
43
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, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | |||||||
| Net earnings attributable to NNN | $ | 299,180 | $ | 292,447 | $ | 264,973 | |||
| Series D preferred stock dividends | — | — | (3,598 | ) | |||||
| Series E preferred stock dividends | (13,201 | ) | (16,387 | ) | (16,387 | ) | |||
| Series F preferred stock dividends | (17,940 | ) | (17,940 | ) | (17,940 | ) | |||
| Excess of redemption value over carrying value of preferred shares redeemed | (9,856 | ) | — | (9,855 | ) | ||||
| Net earnings attributable to common stockholders | $ | 258,183 | $ | 258,120 | $ | 217,193 | |||
| Net earnings per share of common stock: | |||||||||
| Basic | $ | 1.56 | $ | 1.65 | $ | 1.45 | |||
| Diluted | $ | 1.56 | $ | 1.65 | $ | 1.45 | |||
| Weighted average number of common shares outstanding: | |||||||||
| Basic | 164,688,498 | 155,744,601 | 149,111,188 | ||||||
| Diluted | 165,083,679 | 156,295,619 | 149,432,641 | ||||||
| Other comprehensive income: | |||||||||
| Net earnings attributable to NNN | $ | 299,180 | $ | 292,447 | $ | 264,973 | |||
| Amortization of interest rate hedges | 1,307 | 3,664 | 1,932 | ||||||
| Fair value of forward starting swaps | (5,524 | ) | 4,080 | (7,688 | ) | ||||
| Valuation adjustments – available-for-sale securities | 116 | 298 | 209 | ||||||
| Realized gain – available-for-sale securities | (1,331 | ) | — | — | |||||
| Comprehensive income attributable to NNN | $ | 293,748 | $ | 300,489 | $ | 259,426 |
See accompanying notes to consolidated financial statements.
44
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2019, 2018 and 2017
(dollars in thousands, except per share data)
| Series D<br><br>Preferred<br><br>Stock | Series E<br>Preferred<br>Stock | Series F<br>Preferred<br>Stock | Common<br><br>Stock | Capital in<br><br>Excess of<br><br>Par Value | Retained<br><br>Earnings (Loss) | Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss) | Total<br><br>Stockholders’<br><br>Equity | Noncontrolling<br><br>Interests | Total<br><br>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 | |||||||||||||||||
| 274,102 restricted shares – net of forfeitures and repurchases | — | — | — | 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, 2019, 2018 and 2017
(dollars in thousands, except per share data)
| Series D<br><br>Preferred<br><br>Stock | Series E<br>Preferred<br>Stock | Series F<br>Preferred<br>Stock | Common<br><br>Stock | Capital in<br><br>Excess of<br><br>Par Value | Retained<br><br>Earnings (Loss) | Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss) | Total<br><br>Stockholders’<br><br>Equity | Noncontrolling<br><br>Interests | Total<br><br>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 | |||||||||||||||
| 221,484 restricted shares – net of forfeitures and repurchases | — | — | — | 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 EQUITY – CONTINUED
Years Ended December 31, 2019, 2018 and 2017
(dollars in thousands, except per share data)
| Series D<br><br>Preferred<br><br>Stock | Series E<br>Preferred<br>Stock | Series F<br>Preferred<br>Stock | Common<br><br>Stock | Capital in<br><br>Excess of<br><br>Par Value | Retained<br><br>Earnings (Loss) | Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss) | Total<br><br>Stockholders’<br><br>Equity | Noncontrolling<br><br>Interests | Total<br><br>Equity | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balances at December 31, 2018 | $ | — | $ | 287,500 | $ | 345,000 | $ | 1,616 | $ | 3,950,055 | $ | (424,225 | ) | $ | (5,696 | ) | $ | 4,154,250 | $ | 355 | $ | 4,154,605 | |||||
| Net earnings | — | — | — | — | — | 299,180 | — | 299,180 | 428 | 299,608 | |||||||||||||||||
| Dividends declared and paid: | |||||||||||||||||||||||||||
| $1.147917 per depositary share of Series E preferred stock | — | — | — | — | — | (13,201 | ) | — | (13,201 | ) | — | (13,201 | ) | ||||||||||||||
| $1.30000 per depositary share of Series F preferred stock | — | — | — | — | — | (17,940 | ) | — | (17,940 | ) | — | (17,940 | ) | ||||||||||||||
| $2.03 per share of common stock | — | — | — | 4 | 19,069 | (333,692 | ) | — | (314,619 | ) | — | (314,619 | ) | ||||||||||||||
| Redemption of 11,500,000 depositary shares of Series E preferred stock | — | (287,500 | ) | — | — | 9,856 | (9,856 | ) | — | (287,500 | ) | — | (287,500 | ) | |||||||||||||
| Issuance of common stock: | |||||||||||||||||||||||||||
| 28,287 shares – director compensation | — | — | — | — | 1,294 | — | — | 1,294 | — | 1,294 | |||||||||||||||||
| 6,986 shares – stock purchase plan | — | — | — | — | 370 | — | — | 370 | — | 370 | |||||||||||||||||
| 2,344,022 shares – ATM equity program | — | — | — | 24 | 127,313 | — | — | 127,337 | — | 127,337 | |||||||||||||||||
| 7,000,000 shares – equity offering | — | — | — | 70 | 395,430 | — | — | 395,500 | — | 395,500 | |||||||||||||||||
| 359,650 restricted shares – net of forfeitures | — | — | — | 4 | (4 | ) | — | — | — | — | — | ||||||||||||||||
| Stock issuance costs | — | — | — | — | (17,521 | ) | — | — | (17,521 | ) | — | (17,521 | ) | ||||||||||||||
| Amortization of deferred compensation | — | — | — | — | 9,452 | — | — | 9,452 | — | 9,452 | |||||||||||||||||
| Amortization of interest rate hedges | — | — | — | — | — | — | 1,307 | 1,307 | — | 1,307 | |||||||||||||||||
| Fair value of forward starting swaps | — | — | — | — | — | — | (5,524 | ) | (5,524 | ) | — | (5,524 | ) | ||||||||||||||
| Valuation adjustments – available-for-sale securities | — | — | — | — | — | — | 116 | 116 | — | 116 | |||||||||||||||||
| Realized gain – available-for-sale securities | — | — | — | — | — | — | (1,331 | ) | (1,331 | ) | — | (1,331 | ) | ||||||||||||||
| Other | — | — | — | — | — | 505 | — | 505 | — | 505 | |||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | (776 | ) | (776 | ) | |||||||||||||||
| Balances at December 31, 2019 | $ | — | $ | — | $ | 345,000 | $ | 1,718 | $ | 4,495,314 | $ | (499,229 | ) | $ | (11,128 | ) | $ | 4,331,675 | $ | 7 | $ | 4,331,682 |
See accompanying notes to consolidated financial statements.
47
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | |||||||
| Cash flows from operating activities: | |||||||||
| Net earnings | $ | 299,608 | $ | 292,485 | $ | 265,371 | |||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||
| Depreciation and amortization | 188,871 | 174,398 | 173,720 | ||||||
| Impairment losses – real estate and other charges, net of recoveries | 31,992 | 28,211 | 4,953 | ||||||
| Loss on early extinguishment of debt | — | 18,240 | — | ||||||
| Amortization of notes payable discount | 1,739 | 3,263 | 1,788 | ||||||
| Amortization of debt costs | 3,731 | 4,611 | 3,502 | ||||||
| Amortization of mortgages payable premium | (86 | ) | (85 | ) | (85 | ) | |||
| Amortization of interest rate hedges | 1,307 | 3,664 | 1,932 | ||||||
| Settlement of forward starting swaps | — | 4,080 | (7,688 | ) | |||||
| Gain on disposition of real estate | (32,463 | ) | (65,070 | ) | (36,655 | ) | |||
| Performance incentive plan expense | 11,547 | 10,417 | 14,223 | ||||||
| Performance incentive plan payment | (775 | ) | (432 | ) | (862 | ) | |||
| 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 | 602 | 874 | 884 | ||||||
| Decrease (increase) in receivables | 923 | (203 | ) | (175 | ) | ||||
| Increase in accrued rental income | (2,333 | ) | (747 | ) | (1,752 | ) | |||
| Decrease (increase) in other assets | (96 | ) | 793 | 1,960 | |||||
| Increase (decrease) in accrued interest payable | (1,269 | ) | (792 | ) | 646 | ||||
| Decrease in other liabilities | (1,379 | ) | (1,516 | ) | (90 | ) | |||
| Other | (192 | ) | (282 | ) | (115 | ) | |||
| Net cash provided by operating activities | 501,727 | 471,909 | 421,557 | ||||||
| Cash flows from investing activities: | |||||||||
| Proceeds from the disposition of real estate | 123,997 | 148,476 | 97,245 | ||||||
| Additions to real estate: | |||||||||
| Accounted for using the operating method | (747,521 | ) | (756,971 | ) | (721,893 | ) | |||
| Principal payments on mortgages and notes receivable | 3,100 | — | 1,250 | ||||||
| Other | 1,016 | (876 | ) | (2,159 | ) | ||||
| Net cash used in investing activities | (619,408 | ) | (609,371 | ) | (625,557 | ) |
See accompanying notes to consolidated financial statements.
48
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(dollars in thousands)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | |||||||
| Cash flows from financing activities: | |||||||||
| Proceeds from line of credit payable | $ | 829,200 | $ | 1,599,500 | $ | 1,501,700 | |||
| Repayment of line of credit payable | (695,600 | ) | (1,720,000 | ) | (1,381,200 | ) | |||
| Repayment of mortgages payable | (567 | ) | (538 | ) | (510 | ) | |||
| Proceeds from notes payable | — | 692,913 | 398,372 | ||||||
| Repayment of notes payable | — | (300,000 | ) | (250,000 | ) | ||||
| Payment for early extinguishment of debt | — | (18,240 | ) | — | |||||
| Payment of debt issuance costs | (157 | ) | (7,156 | ) | (7,837 | ) | |||
| Proceeds from issuance of common stock | 542,280 | 345,324 | 256,764 | ||||||
| Stock issuance costs | (17,521 | ) | (3,947 | ) | (3,836 | ) | |||
| Redemption of Series D preferred stock | — | — | (287,500 | ) | |||||
| Redemption of Series E preferred stock | (287,500 | ) | — | — | |||||
| Payment of Series D preferred stock dividends | — | — | (3,598 | ) | |||||
| Payment of Series E preferred stock dividends | (13,201 | ) | (16,387 | ) | (16,387 | ) | |||
| Payment of Series F preferred stock dividends | (17,940 | ) | (17,940 | ) | (17,940 | ) | |||
| Payment of common stock dividends | (333,692 | ) | (303,164 | ) | (277,120 | ) | |||
| Noncontrolling interest distributions | (776 | ) | — | (84 | ) | ||||
| Net cash provided by (used in) financing activities | 4,526 | 250,365 | (89,176 | ) | |||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (113,155 | ) | 112,903 | (293,176 | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of year^(1)^ | 114,267 | 1,364 | 294,540 | ||||||
| Cash, cash equivalents and restricted cash at end of year^(1)^ | $ | 1,112 | $ | 114,267 | $ | 1,364 | |||
| Supplemental disclosure of cash flow information: | |||||||||
| Interest paid, net of amount capitalized | $ | 115,700 | $ | 107,861 | $ | 103,761 | |||
| Taxes received | $ | — | $ | — | $ | (15 | ) | ||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||
| Increase (decrease) in other comprehensive income | $ | 5,432 | $ | (8,042 | ) | $ | 5,547 | ||
| Right-of-use assets recorded in connection with lease liabilities | $ | 8,224 | $ | — | $ | — | |||
| Work in progress accrual balance | $ | 21,579 | $ | 16,603 | $ | 58,002 | |||
| Mortgage receivable accepted in connection with real estate transactions | $ | 3,100 | $ | — | $ | — | |||
| Change in lease classification (direct financing lease to operating lease) | $ | 1,246 | $ | 565 | $ | 696 | |||
| 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 as of December 31, 2019, 2018 and 2017. | ||||||||
| --- | --- |
See accompanying notes to consolidated financial statements.
49
NATIONAL RETAIL PROPERTIES, INC.
and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2019, 2018 and 2017
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 elect 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, 2019 | |
|---|---|
| Property Portfolio: | |
| Total properties | 3,118 |
| Gross leasable area (square feet) | 32,460,000 |
| States | 48 |
| Weighted average remaining lease term (years) | 11.2 |
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") Accounting Standards Codification ("ASC") 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 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. For the years ended December 31, 2019, 2018 and 2017, NNN recorded
$1,099,000
,
$2,675,000
and
$2,435,000
, respectively, in capitalized interest during development.
Purchase Accounting for Acquisition of Real Estate – In accordance with the FASB guidance on business combinations, consideration for the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and tenant improvements and, if applicable, to 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.
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 property is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their fair values.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which
50
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.
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.
NNN completed
$668,489,000
and
$591,691,000
of real estate acquisitions during the year ended December 31, 2019 and 2018, respectively. Additionally, NNN invested
$84,008,000
and
$123,881,000
of work in progress - improvements during the year ended December 31, 2019 and 2018, respectively.
Lease Accounting – Effective January 1, 2019, NNN adopted FASB Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)," ("ASC 842") using the modified retrospective approach in which the cumulative effect of applying the new standard was recognized at the date of initial application with a positive adjustment to NNN’s opening balance of accumulated deficit. The modified retrospective approach provides a method for recording existing leases upon adoption which in comparative periods approximates the results of a full retrospective approach. NNN elected the package of practical expedients permitted under the transition guidance (which included: (i) an entity need not reassess whether any expired or existing contracts are or contain leases, (ii) an entity need not reassess the lease classification for any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases), the land easement practical expedient to carry forward existing accounting treatment on existing land easements, and the lease and non-lease component combined practical expedient.
NNN estimates the collectability 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 probable collection. At the point NNN deems the collection of lease payments not probable, a bad debt is recognized for any outstanding receivable and any related accrued rent and, subsequently, any lease revenue is only recognized when cash receipts are received.
Adoption of the new standard resulted in the recording of right-of-use ("ROU") assets and operating lease liabilities of approximately
$7,735,000
and
$10,155,000
respectively, as of January 1, 2019. Additional disclosures are included in Note 3 – Right-Of-Use Assets and Operating Lease Liabilities. The consolidated financial statements for the year ended December 31, 2019, are presented under the new standard, while comparative periods presented are not adjusted and continue to be reported in accordance with NNN's historical accounting policy. ASC 842 did not materially impact NNN’s financial position or results of operations and had no impact on cash flows.
51
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.
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.
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. The future undiscounted cash flows are primarily driven by estimated future market rents. 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.
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 Trade 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, 2019 and 2018, are included in mortgages payable on the Consolidated Balance Sheets net of accumulated amortization of $
90,000
and $
73,000
, 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
at December 31, 2019 and 2018 are included in notes payable on the Consolidated Balance Sheets net of accumulated amortization of $
8,962,000
and $
6,705,000
, 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 collected subsequent to the related lease that is cancelled and NNN no longer has 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
52
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 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.
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):
| 2019 | 2018 | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Basic and Diluted Earnings: | |||||||||
| Net earnings attributable to NNN | $ | 299,180 | $ | 292,447 | $ | 264,973 | |||
| Less: Series D preferred stock dividends | — | — | (3,598 | ) | |||||
| Less: Series E preferred stock dividends | (13,201 | ) | (16,387 | ) | (16,387 | ) | |||
| Less: Series F preferred stock dividends | (17,940 | ) | (17,940 | ) | (17,940 | ) | |||
| Less: Excess of redemption value over carrying value of preferred shares redeemed | (9,856 | ) | — | (9,855 | ) | ||||
| Net earnings available to common stockholders | 258,183 | 258,120 | 217,193 | ||||||
| Less: Earnings allocated to unvested restricted shares | (601 | ) | (548 | ) | (531 | ) | |||
| Net earnings used in basic and diluted earnings per share | $ | 257,582 | $ | 257,572 | $ | 216,662 | |||
| Basic and Diluted Weighted Average Shares Outstanding: | |||||||||
| Weighted average number of shares outstanding | 165,499,707 | 156,490,901 | 149,840,116 | ||||||
| Less: Unvested restricted shares | (295,773 | ) | (280,633 | ) | (285,585 | ) | |||
| Less: Unvested contingent restricted shares | (515,436 | ) | (465,667 | ) | (443,343 | ) | |||
| Weighted average number of shares outstanding used in basic earnings per share | 164,688,498 | 155,744,601 | 149,111,188 | ||||||
| Other dilutive securities | 395,181 | 551,018 | 321,453 | ||||||
| Weighted average number of shares outstanding used in diluted earnings per share | 165,083,679 | 156,295,619 | 149,432,641 |
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, 2019, 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.
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
53
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Fair Value Measurement – NNN’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
| • | Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. |
|---|---|
| • | Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| --- | --- |
| • | Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques. |
| --- | --- |
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, 2017 | $ | (14,655 | ) | $ | 917 | $ | (13,738 | ) | ||
| Other comprehensive income | 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 | 7,744 | 298 | 8,042 | |||||||
| Ending balance, December 31, 2018 | (6,911 | ) | 1,215 | (5,696 | ) | |||||
| Other comprehensive income (loss) | (5,524 | ) | 116 | (5,408 | ) | |||||
| Reclassifications from accumulated other comprehensive income to net earnings | 1,307 | ^(2)^ | (1,331 | ) | (24 | ) | ||||
| Net current period other comprehensive income (loss) | (4,217 | ) | (1,215 | ) | (5,432 | ) | ||||
| Ending balance, December 31, 2019 | $ | (11,128 | ) | $ | — | $ | (11,128 | ) | ||
| ^(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 June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," ("ASU 2016-13"), effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-13 will have on NNN's financial position or results of operations.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” ("ASU 2019-12"), effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by
54
clarifying and amending existing guidance. NNN is currently evaluating to determine the potential impact the adoption of ASU 2019-12 will have on NNN's financial position or results of operations.
Use of Estimates – Additional critical accounting policies of NNN include management’s estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities 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 2019 presentation.
NNN adopted certain practical expedients in ASC 842 which allows the presentation of all income earned pursuant to tenant leases to be included in rental income reported on the Consolidated Statements of Income and Comprehensive Income.
Note 2 – Real Estate:
Real Estate – Portfolio
Leases – The following outlines key information for NNN’s leases at December 31, 2019:
| Lease classification: | |
|---|---|
| Operating | 3,143 |
| Direct financing | 6 |
| Weighted average remaining lease term (years) | 11.2 |
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. 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 property and liability insurance. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. NNN's leases provide for annual base rental payments (generally payable in monthly installments), and generally provide for limited 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, including rent increases. NNN’s lease term is based on the non-cancellable base term unless economic incentives make it reasonably certain that an option period to extend the lease will be exercised, in which event NNN includes the options. 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.
Real Estate Portfolio – Accounted for Using the Operating Method – Real estate subject to operating leases consisted of the following at December 31 (dollars in thousands):
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Land and improvements ^(1)^ | $ | 2,492,984 | $ | 2,369,014 | ||
| Buildings and improvements | 5,917,525 | 5,470,968 | ||||
| Leasehold interests | 355 | 3,630 | ||||
| 8,410,864 | 7,843,612 | |||||
| Less accumulated depreciation and amortization | (1,148,277 | ) | (1,006,183 | ) | ||
| 7,262,587 | 6,837,429 | |||||
| Work in progress - improvements | 27,438 | 8,017 | ||||
| $ | 7,290,025 | $ | 6,845,446 |
^(1)^ Includes
$16,930
and
$5,571
in land for Properties under construction as of December 31, 2019 and 2018, respectively.
55
NNN recognized the following revenues in rental income for the years ended December 31 (dollars in thousands):
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Rental income from operating leases | $ | 650,112 | $ | 602,131 | $ | 565,405 |
| Earned income from direct financing leases | 798 | 923 | 978 | |||
| Percentage rent | 1,310 | 1,561 | 1,700 | |||
| Real estate expense reimbursement from tenants | 16,789 | 16,784 | 15,512 | |||
| $ | 669,009 | $ | 621,399 | $ | 583,595 |
Some leases provide for a free rent term or 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, 2019, 2018 and 2017, NNN recognized
$1,872,000
,
$309,000
and
$1,411,000
, respectively, of such income, net of reserves. At December 31, 2019 and 2018, the balance of accrued rental income was
$28,897,000
and
$25,387,000
, respectively, net of allowance of
$1,842,000
.
The following is a schedule of undiscounted cash flows to be received on noncancellable operating leases as of December 31, 2019 (dollars in thousands):
| 2020 | $ | 664,571 |
|---|---|---|
| 2021 | 648,405 | |
| 2022 | 618,646 | |
| 2023 | 590,642 | |
| 2024 | 569,865 | |
| Thereafter | 4,458,973 | |
| $ | 7,551,102 |
Since lease renewal periods are exercisable at the option of the tenant, the above table only presents undiscounted cash flows due during the current lease terms. In addition, this table does not include amounts for potential variable rent increases that are based on the CPI or future contingent rents which may be received on the leases based on a percentage of the tenant’s 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):
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Minimum lease payments to be received | $ | 9,356 | $ | 10,899 | ||
| Estimated unguaranteed residual values | 1,227 | 4,395 | ||||
| Less unearned income | (6,379 | ) | (7,225 | ) | ||
| Net investment in direct financing leases | $ | 4,204 | $ | 8,069 |
The following is a schedule of undiscounted cash flows to be received on direct financing leases held for investment as of December 31, 2019 (dollars in thousands):
| 2020 | $ | 900 |
|---|---|---|
| 2021 | 920 | |
| 2022 | 897 | |
| 2023 | 895 | |
| 2024 | 896 | |
| Thereafter | 4,848 | |
| $ | 9,356 |
Since lease renewal periods are exercisable at the option of the tenant, the above table only presents undiscounted cash flows due during the current lease terms. In addition, this table does not include amounts for potential variable rent increases that
56
are based on the CPI or future contingent rents which may be received on the leases based on a percentage of the tenant’s sales volume.
Real Estate – Intangibles
In accordance with purchase accounting for the acquisition of real estate subject to a lease, NNN has recorded intangible assets and lease liabilities that consisted of the following at December 31 (dollars in thousands):
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Intangible lease assets (included in other assets): | ||||||
| Above-market in-place leases | $ | 15,754 | $ | 15,175 | ||
| Less: accumulated amortization | (9,897 | ) | (9,239 | ) | ||
| Above-market in-place leases, net | $ | 5,857 | $ | 5,936 | ||
| In-place leases | $ | 119,846 | $ | 104,871 | ||
| Less: accumulated amortization | (64,918 | ) | (60,797 | ) | ||
| In-place leases, net | $ | 54,928 | $ | 44,074 | ||
| Intangible lease liabilities (included in other liabilities): | ||||||
| Below-market in-place leases | $ | 41,767 | $ | 41,554 | ||
| Less: accumulated amortization | (26,135 | ) | (25,258 | ) | ||
| Below-market in-place leases, net | $ | 15,632 | $ | 16,296 |
The amounts amortized as a net increase to rental income for capitalized above-market and below-market leases for the years ended December 31, 2019, 2018 and 2017 were
$768,000
,
$2,622,000
and
$3,355,000
, respectively. The value of in-place leases amortized to expense for the years ended December 31, 2019, 2018 and 2017 was
$7,900,000
,
$9,209,000
and
$18,841,000
, respectively.
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 as of December 31, 2019 (dollars in thousands):
| Above-Market and Below-Market In-Place Lease Intangibles^(1)^ | In-Place Lease Intangibles^(2)^ | |||
|---|---|---|---|---|
| 2020 | $ | 695 | $ | 7,502 |
| 2021 | 590 | 6,800 | ||
| 2022 | 466 | 6,339 | ||
| 2023 | 383 | 5,833 | ||
| 2024 | 379 | 5,138 | ||
| Thereafter | 7,262 | 23,316 | ||
| $ | 9,775 | $ | 54,928 | |
| Weighted average amortization period (years) | 18.0 | 10.3 | ||
| ^(1)^ | Recorded as a net increase to rental income. | |||
| --- | --- | |||
| ^(2)^ | Amortized as an increase to amortization expense. | |||
| --- | --- |
57
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, 2019, NNN had seven of its Properties categorized as held for sale. NNN's real estate held for sale at December 31, 2018, included ten properties, three of which were sold in 2019. Real estate held for sale consisted of the following as of December 31 (dollars in thousands):
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Land and improvements | $ | 4,996 | $ | 13,597 | ||
| Building and improvements | 6,511 | 32,658 | ||||
| 11,507 | 46,255 | |||||
| Less accumulated depreciation and amortization | (3,390 | ) | (10,088 | ) | ||
| Less impairment | (1,107 | ) | (14,250 | ) | ||
| $ | 7,010 | $ | 21,917 |
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):
| 2019 | 2018 | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| # of Sold<br><br>Properties | Gain | # of Sold<br><br>Properties | Gain | # of Sold<br><br>Properties | Gain | ||||
| Gain on disposition of real estate | 59 | $ | 32,463 | 61 | $ | 65,070 | 48 | $ | 36,655 |
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, at December 31, 2019, are outlined in the table below (dollars in thousands):
| Total commitment^(1)^ | $ | 75,927 |
|---|---|---|
| Less amount funded | 44,368 | |
| Remaining commitment | $ | 31,559 |
| ^(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
$31,992,000
,
$28,211,000
and
$4,953,000
for the year ended December 31, 2019, 2018 and 2017, 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.
58
Note 3 – Right-Of-Use Assets and Operating Lease Liabilities:
NNN is a lessee for three ground lease arrangements and for its headquarters office lease. NNN recognized a ROU asset (recorded in other assets on the Consolidated Balance Sheets) and an operating lease liability (recorded in other liabilities on the Consolidated Balance Sheets) for the present value of the minimum lease payments. ROU assets represent NNN’s right to use an underlying asset for the lease term and lease liabilities represent NNN’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. NNN’s lease term is based on the non-cancellable base term unless economic incentives make it reasonably certain that an option period to extend the lease will be exercised, in which event NNN includes the options.
NNN estimates an incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of the lease payments. NNN gives consideration to the Company's debt issuances, as well as, publicly available data for secured instruments with similar characteristics when calculating its incremental borrowing rates. A 50 basis point increase or decrease in the estimate of the incremental borrowing rate at January 1, 2019 (the date of adoption of ASC 842) would not have a material impact on NNN’s financial position. On an annual basis, NNN will evaluate its lessee portfolio and determine if its incremental borrowing rate should be reassessed.
NNN's lease agreements do not contain any residual value guarantees.
As of December 31, 2019, NNN has recorded the following (dollars in thousands):
| Ground Leases | Headquarters Office Lease | |||||
|---|---|---|---|---|---|---|
| Operating lease – ROU assets^(1)^ | $ | 4,481 | $ | 2,991 | ||
| Operating lease – lease liabilities | (6,175 | ) | (3,629 | ) | ||
| Weighted average remaining lease term (years) | 14.3 | 5.3 | ||||
| Weighted average discount rate | 4.1 | % | 3.5 | % | ||
| ^(1)^ | ROU assets are shown net of accrued lease payments of $1,694 and $638, respectively. | |||||
| --- | --- |
The following is a schedule of the undiscounted cash flows to be paid as of December 31, 2019 (dollars in thousands):
| Ground Leases | Headquarters Office Lease | |||
|---|---|---|---|---|
| 2020 | $ | 564 | $ | 773 |
| 2021 | 573 | 788 | ||
| 2022 | 582 | 804 | ||
| 2023 | 582 | 821 | ||
| 2024 | 601 | 837 | ||
| Thereafter | 5,544 | 210 | ||
| $ | 8,446 | $ | 4,233 |
59
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
$24,058,000
and a weighted average interest rate of
2.8%
for the year ended December 31, 2019. The Credit Facility matures January 2022, unless the Company exercises its option to extend maturity to January 2023. As of December 31, 2019, 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, 2019,
$133,600,000
was outstanding and
$766,400,000
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, 2019, 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<br><br>Balance | Interest<br><br>Rate | Maturity^(2)^ | Carrying<br><br>Value of<br><br>Encumbered<br><br>Asset(s)^(3)^ | Outstanding Principal<br><br>Balance at December 31, | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||||||||
| November 2014^(1)^ | $ | 15,151 | 5.23% | July 2023 | $ | 19,944 | $ | 12,116 | $ | 12,768 | ||
| Debt costs | (147 | ) | (147 | ) | ||||||||
| Accumulated amortization | 90 | 73 | ||||||||||
| Debt costs, net of accumulated amortization | (57 | ) | (74 | ) | ||||||||
| Mortgages payable, including unamortized premium and net of unamortized debt costs | $ | 12,059 | $ | 12,694 | ||||||||
| ^(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, 2019. | |||||||||||
| --- | --- |
The following outlines of the scheduled principal payments, including premium amortization of NNN’s mortgages payable as of December 31, 2019 (dollars in thousands):
| 2020 | $ | 682 |
|---|---|---|
| 2021 | 716 | |
| 2022 | 750 | |
| 2023 | 9,968 | |
| $ | 12,116 |
60
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<br><br>Price | Stated<br><br>Rate | Effective<br><br>Rate^(2)^ | Maturity<br><br>Date | |||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | August 2012 | $ | 325,000 | $ | 4,989 | $ | 320,011 | 3.800% | 3.985% | October 2022^(4)^ |
| 2023^(3)^ | April 2013 | 350,000 | 2,594 | 347,406 | 3.300% | 3.388% | April 2023^(4)^ | |||
| 2024^(3)^ | May 2014 | 350,000 | 707 | 349,293 | 3.900% | 3.924% | June 2024^(4)^ | |||
| 2025^(3)^ | October 2015 | 400,000 | 964 | 399,036 | 4.000% | 4.029% | November 2025 | |||
| 2026^(3)^ | December 2016 | 350,000 | 3,860 | 346,140 | 3.600% | 3.733% | December 2026 | |||
| 2027^(3)^ | September 2017 | 400,000 | 1,628 | 398,372 | 3.500% | 3.548% | October 2027 | |||
| 2028^(3)^ | 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 forward starting swaps which were hedging the risk of changes in forecasted interest payments on forecasted issuance of long-term debt. Upon the issuance of a series of unsecured notes, NNN terminated such derivatives, and the resulting fair value was deferred in other comprehensive income. The deferred liability (asset) is being amortized over the term of the respective notes using the effective interest method. Additional disclosure is included in Note 12 – Derivatives. | |||||||||
| --- | --- | |||||||||
| ^(4)^ | The aggregate principal balance of the unsecured note maturities for the next five years is $1,025,000. | |||||||||
| --- | --- |
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. 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 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 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, 2019, NNN was in compliance with those covenants.
Note 7 – Preferred Stock:
NNN completed the following underwritten public offering of cumulative redeemable preferred stock that is 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 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 1/100th of a preferred share. 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
61
will remain outstanding unless redeemed. In addition, upon a change of control, as defined in the articles supplementary fixing the rights and preferences of the Preferred Stock Shares, NNN may redeem the Preferred Stock Shares underlying the depositary shares at a redemption price of
$2,500.00
per share (or
$25.00
per depositary share), plus all accumulated and unpaid dividends, and in limited circumstances the holders of depositary shares may convert some or all of their Preferred Stock Shares into shares of NNN's common stock at conversion rates provided in the related articles supplementary. As of February 11, 2020, the Series F Preferred Stock Shares were not redeemable.
In October 2019, NNN redeemed all outstanding depositary shares (
11,500,000
) representing interests in its
5.700%
Series E Preferred Stock. The Series E Preferred Stock was redeemed at
$25.00
per depositary share, plus all accrued and unpaid dividends through, but not including, the redemption date, for an aggregate redemption price of
$25.079167
per depositary share. The excess carrying amount of preferred stock redeemed over the cash paid to redeem the preferred stock was
$9,856,000
of issuance costs.
Note 8 – Common Stock:
In February 2018, NNN filed a shelf registration statement with the Securities and Exchange Commission ("Commission") which permits the issuance by NNN of an indeterminate amount of debt and equity securities.
In September 2019, NNN filed a prospectus supplement to the prospectus contained in its February 2018 shelf registration statement and issued
7,000,000
shares of common stock at a price of
$56.50
per share and received net proceeds of
$379,410,000
. In connection with this offering, NNN incurred stock issuance costs totaling approximately
$16,090,000
, consisting primarily of underwriters' fees and commissions, legal and accounting fees and printing expenses.
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):
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Shares of common stock | 362,918 | 311,048 | 229,696 | |||
| Net proceeds | $ | 19,442 | $ | 13,264 | $ | 9,391 |
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 table outlines NNN's active ATM programs for the three years ended December 31, 2019:
| 2018 ATM | 2016 ATM | |
|---|---|---|
| Established date | February 2018 | March 2016 |
| Termination date | February 2021 | February 2018 |
| Total allowable shares | 12,000,000 | 12,000,000 |
| Total shares issued as of December 31, 2019 | 9,722,185 | 10,044,656 |
The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the years ended December 31 (dollars in thousands, except per share data):
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Shares of common stock | 2,344,022 | 7,378,163 | 5,821,366 | |||
| Average price per share (net) | $ | 53.71 | $ | 44.48 | $ | 41.88 |
| Net proceeds | $ | 125,905 | $ | 328,196 | $ | 243,822 |
| Stock issuance costs^(1)^ | $ | 1,431 | $ | 3,821 | $ | 3,782 |
^(1)^ Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.
62
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, 2019, 2018 and 2017 totaled
$541,000
,
$516,000
and
$514,000
, 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):
| 2019 | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Dividends | $ | 333,692 | $ | 303,164 | $ | 277,120 |
| Per share | 2.030 | 1.950 | 1.860 |
On January 15, 2020, NNN declared a dividend of
$0.515
per share, payable February 14, 2020, to its common stockholders of record as of January 31, 2020.
The following presents the characterization for tax purposes of common stock dividends per share paid to stockholders for the years ended December 31:
| 2019 | 2018 | 2017 | ||||||
|---|---|---|---|---|---|---|---|---|
| Ordinary dividends | $ | 1.762899 | ^(1)^ | $ | 1.658604 | ^(1)^ | $ | 1.559781 |
| Capital gain | — | 0.015534 | 0.035041 | |||||
| Unrecaptured Section 1250 Gain | — | 0.042818 | 0.012194 | |||||
| Nontaxable distributions | 0.267101 | 0.233044 | 0.252984 | |||||
| $ | 2.030000 | $ | 1.950000 | $ | 1.860000 | |||
| ^(1)^ | Eligible for the 20% qualified business income deduction under section 199A of the Code that was amended 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)^ | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2017 | ||||||||||||
| Dividends declared and paid | $ | 17,940 | $ | 17,940 | $ | 17,940 | $ | 13,201 | $ | 16,387 | $ | 16,387 | $ | 3,598 | ||||
| Ordinary dividends | $ | 1.300000 | ^(4)^ | $ | 1.255820 | ^(4)^ | $ | 1.261789 | $ | 1.147917 | ^(4)^ | $ | 1.376571 | ^(4)^ | $ | 1.383115 | $ | 0.303652 |
| 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 | $ | 1.300000 | $ | 1.147917 | $ | 1.425000 | $ | 1.425000 | $ | 0.312847 |
^(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 was redeemed in October 2019. The dividends paid in 2019 include accumulated and unpaid dividends through, but not including, the redemption date.
^(3)^The Series D Preferred Stock was redeemed in February 2017. The dividends paid in 2017 include accumulated and unpaid dividends through, but not including, the redemption date.
^(4)^Eligible for the 20% qualified business income deduction under section 199A of the Code that was amended by the TCJA.
63
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.
The significant components of the net deferred income tax asset consist of the following at December 31 (dollars in thousands):
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Deferred tax assets: | ||||||
| Net operating loss carryforward | $ | 3,899 | $ | 3,899 | ||
| Valuation allowance | (3,899 | ) | (3,858 | ) | ||
| Total deferred tax assets | — | 41 | ||||
| Deferred tax liabilities: | ||||||
| Built-in gain | — | (41 | ) | |||
| Total deferred tax liabilities | — | (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, 2019 and 2018.
The increase in the valuation allowance for the year ended December 31, 2019, was
$41,000
. There was no change in the valuation allowance for the year ended December 31, 2018.
For the years ended December 31, 2019, 2018 and 2017, 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):
| 2019 | 2018 | 2017^(1)^ | ||||||
|---|---|---|---|---|---|---|---|---|
| Loss carryforwards increase (decrease) | $ | — | $ | — | $ | (2,019 | ) | |
| Built-in gain tax liability | 41 | — | 134 | |||||
| Valuation allowance (increase) decrease | (41 | ) | — | 1,885 | ||||
| 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.
64
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 2016 through 2019. NNN also files in many states with varying open years under statute.
Note 12 – Derivatives:
In accordance with the guidance on derivatives and hedging, NNN records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
NNN’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, NNN primarily uses treasury locks, forward 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 change 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.
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. NNN records a cash settlement of forward starting swaps in the statement of cash flows as an operating activity.
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):
| Notes Payable | Terminated | Description | Aggregate Notional Amount | Liability (Asset) Fair Value When Terminated | Fair Value Deferred In Other Comprehensive Income^(1)^ | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | April 2013 | Four forward starting swaps | $ | 240,000 | $ | 3,156 | $ | 3,141 | ||
| 2024 | May 2014 | Three forward starting swaps | 225,000 | 6,312 | 6,312 | |||||
| 2025 | October 2015 | Four forward starting swaps | 300,000 | 13,369 | 13,369 | |||||
| 2026 | December 2016 | Two forward starting swaps | 180,000 | (13,352 | ) | (13,345 | ) | |||
| 2027 | September 2017 | Two forward starting swaps | 250,000 | 7,690 | 7,688 | |||||
| 2028 | September 2018 | Two forward starting swaps | 250,000 | (4,080 | ) | (4,080 | ) | |||
| ^(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, 2019,
$5,604,000
remains in other comprehensive income related to NNN’s previously terminated interest rate hedges. During the years ended December 31, 2019, 2018 and 2017, NNN reclassified
$1,307,000
,
$3,664,000
and
$1,932,000
, respectively, out of other comprehensive income as an increase to interest expense. Over the next 12 months, NNN estimates that an additional
$1,365,000
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.
65
During the year ended December 31, 2019, NNN entered into three forward starting swaps with a total notional amount of
$200,000,000
to hedge the risk of changes in the interest-related cash outflows associated with the potential issuance of long-term debt. The outstanding forward swaps were designated as cash flow hedges, and as of December 31, 2019, had a fair value of
$5,524,000
included in other liabilities and accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The fair value of the forward starting swaps were based on a Level 2 valuation. These derivative financial instruments were still outstanding as of December 31, 2019 and have a mandatory cash settlement date of April 15, 2020.
NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as hedges.
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, 2019.
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, 2019:
| Number<br><br>of<br><br>Shares | Weighted<br><br>Average<br><br>Share Price | |||
|---|---|---|---|---|
| Non-vested restricted shares, January 1 | 781,564 | $ | 39.97 | |
| Restricted shares granted | 364,769 | 53.91 | ||
| Restricted shares vested | (237,863 | ) | 43.03 | |
| Restricted shares forfeited | (5,119 | ) | 44.70 | |
| Non-vested restricted shares, December 31^(1)^ | 903,351 | 44.77 | ||
| ^(1)^ | Includes grants made in 2017 pursuant to the 2007 Plan to NNN's retired CEO. The performance criteria will be complete January 1, 2020. | |||
| --- | --- |
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 year ended December 31, 2019, NNN granted
144,345
performance-based shares subject to its total stockholder return after a three-year period relative to its peers. The fair value of these shares was determined at the grant date (for a fair value share price of
$27.61
). In addition, in 2019, NNN granted
48,116
performance-based shares subject to a three-year Core Funds From Operations growth metric. The performance-based shares were granted to certain executive officers and had a weighted average grant price of
$53.70
per share. Once the respective performance criteria are met and the actual number of shares earned is determined, the shares vest immediately. Compensation expense is recognized over the requisite service period for both grants.
66
The following summarizes other grants made during the year ended December 31, 2019, pursuant to the 2017 Plan.
| Number<br><br>of<br><br>Shares | Weighted<br><br>Average<br><br>Share Price | ||
|---|---|---|---|
| Other share grants under the 2017 Plan: | |||
| Directors’ fees | 13,448 | $ | 53.62 |
| Deferred directors’ fees | 14,679 | 53.34 | |
| 28,127 | 53.47 | ||
| Shares available under the 2017 Plan for grant, end of period | 1,092,770 |
The total compensation expense for share-based payments for the years ended December 31, 2019, 2018 and 2017 totaled
$10,737,000
,
$9,282,000
and
$12,971,000
, respectively. At December 31, 2019, NNN had
$16,877,000
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.
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, 2019 and 2018, approximate fair value based upon current market prices of comparable instruments (Level 3). At December 31, 2019 and 2018, the fair value of NNN’s notes payable net of unamortized discount and excluding debt costs, was
$3,074,538,000
and
$2,813,583,000
, 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 summarizes NNN’s quarterly financial data (dollars in thousands, except per share data): | 2019 | First<br><br>Quarter | Second<br><br>Quarter | Third<br><br>Quarter | Fourth<br><br>Quarter | ||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues as originally reported | $ | 165,636 | $ | 165,279 | $ | 169,108 | $ | 173,576 | |
| Net earnings | 80,033 | 79,091 | 66,698 | 73,786 | |||||
| Net earnings attributable to NNN | 80,023 | 78,678 | 66,693 | 73,786 | |||||
| Net earnings per share^(1)^: | |||||||||
| Basic | $ | 0.44 | $ | 0.43 | $ | 0.35 | $ | 0.34 | |
| Diluted | 0.44 | 0.43 | 0.35 | 0.34 | |||||
| 2018 | |||||||||
| 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 | |||||
| ^(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, 2019, 2018 and 2017, 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.
67
Note 17 – Major Tenants:
As of December 31, 2019, NNN had no tenants that accounted for ten percent or more of its rental 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, 2019, the date of the consolidated balance sheet. There were no reportable subsequent events or transactions.
68
| 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, 2019, 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 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
69
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, 2019, 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, 2019, 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, 2019, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting.
During the three months ended December 31, 2019, 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.
70
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 Accounting 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.
71
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 | 38 | ||
| Consolidated Balance Sheets as of December 31, 2019 and 2018 | 42 | ||
| Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 | 43 | ||
| Consolidated Statements of Equity for the years ended December 31, 2019, 2018 and 2017 | 45 | ||
| Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 | 48 | ||
| Notes to Consolidated Financial Statements | 50 | ||
| (2) | Financial Statement Schedules | ||
| Schedule III – Real Estate and Accumulated Depreciation and Amortization and Notes as of December 31, 2019 | |||
| Schedule IV – Mortgage Loans on Real Estate and Notes as of December 31, 2019 | |||
| 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.
72
73
74
75
76
| 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, 2019, 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. | ||
| 104. | Cover Page Interactive Data File | ||
| 104.1 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||
| * | Management contract or compensatory plan or arrangement. | ||
| ** | In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
Item 16. Form 10-K Summary
None.
77
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 11th day of February 2020.
| 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.
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 11, 2020 |
| Julian E. Whitehurst | ||
| /s/ Don DeFosset | Chairman of the Board | February 11, 2020 |
| Don DeFosset | ||
| /s/ Pamela K. Beall | Director | February 11, 2020 |
| Pamela K. Beall | ||
| /s/ Steven D. Cosler | Director | February 11, 2020 |
| Steven D. Cosler | ||
| /s/ David M. Fick | Director | February 11, 2020 |
| David M. Fick | ||
| /s/ Edward J. Fritsch | Director | February 11, 2020 |
| Edward J. Fritsch | ||
| /s/ Betsy D. Holden | Director | February 11, 2020 |
| Betsy D. Holden | ||
| /s/ Sam L. Susser | Director | February 11, 2020 |
| Sam L. Susser | ||
| /s/ Kevin B. Habicht | Director, Chief Financial Officer (Principal Financial Officer),<br><br>Executive Vice President, Assistant Secretary and Treasurer | February 11, 2020 |
| Kevin B. Habicht | ||
| /s/ Michelle L. Miller | Chief Accounting Officer (Principal Accounting Officer) and Executive Vice President | February 11, 2020 |
| Michelle L. Miller |
78
Table of Contents
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2019
(Dollars in thousands)
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>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 | $ | 477 | 1999 | 12/98 | (g) | 40 |
| Austin, TX | $ | — | 259 | 1,361 | — | — | 259 | 1,361 | 1,620 | 442 | 1985 | 11/11 | 25 | |||||||||
| Austin, TX | $ | — | 1,101 | 2,987 | — | — | 1,101 | 2,987 | 4,088 | 693 | 2006 | 11/11 | 35 | |||||||||
| Austin, TX | $ | — | 900 | 3,571 | — | — | 900 | 3,571 | 4,471 | 829 | 2004 | 11/11 | 35 | |||||||||
| Beaumont, TX | $ | — | 124 | 2,968 | — | — | 124 | 2,968 | 3,092 | 804 | 1996 | 11/11 | 30 | |||||||||
| Beaumont, TX | $ | — | 239 | 2,031 | — | — | 239 | 2,031 | 2,270 | 471 | 2002 | 11/11 | 35 | |||||||||
| Beaumont, TX | $ | — | 115 | 1,543 | — | — | 115 | 1,543 | 1,658 | 418 | 1996 | 11/11 | 30 | |||||||||
| Bloomington, TX | $ | — | 38 | 3,093 | — | — | 38 | 3,093 | 3,131 | 1,005 | 1985 | 11/11 | 25 | |||||||||
| Bryan, TX | $ | — | 479 | 3,561 | — | — | 479 | 3,561 | 4,040 | 965 | 2000 | 11/11 | 30 | |||||||||
| Canyon Lake, TX | $ | — | 144 | 1,830 | — | — | 144 | 1,830 | 1,974 | 595 | 1977 | 11/11 | 25 | |||||||||
| Cedar Park, TX | $ | — | 833 | 1,705 | — | — | 833 | 1,705 | 2,538 | 396 | 2002 | 11/11 | 35 | |||||||||
| College Station, TX | $ | — | 393 | 3,342 | — | — | 393 | 3,342 | 3,735 | 905 | 2000 | 11/11 | 30 | |||||||||
| Corpus Christi, TX | $ | — | 383 | 3,093 | — | — | 383 | 3,093 | 3,476 | 718 | 2006 | 11/11 | 35 | |||||||||
| Edinburg, TX | $ | — | 431 | 2,193 | — | — | 431 | 2,193 | 2,624 | 594 | 1999 | 11/11 | 30 | |||||||||
| Edna, TX | $ | — | 67 | 1,897 | — | — | 67 | 1,897 | 1,964 | 617 | 1976 | 11/11 | 25 | |||||||||
| Kingsland, TX | $ | — | 153 | 2,691 | — | — | 153 | 2,691 | 2,844 | 875 | 1972 | 11/11 | 25 | |||||||||
| Kingsville, TX | $ | — | 163 | 1,485 | — | — | 163 | 1,485 | 1,648 | 483 | 1990 | 11/11 | 25 | |||||||||
| Laredo, TX | $ | — | 412 | 1,476 | — | — | 412 | 1,476 | 1,888 | 400 | 2001 | 11/11 | 30 | |||||||||
| Palacios, TX | $ | — | 29 | 1,667 | — | — | 29 | 1,667 | 1,696 | 542 | 1984 | 11/11 | 25 | |||||||||
| Pflugerville, TX | $ | — | 996 | 2,336 | — | — | 996 | 2,336 | 3,332 | 542 | 2002 | 11/11 | 35 | |||||||||
| Rio Bravo, TX | $ | — | 355 | 1,351 | — | — | 355 | 1,351 | 1,706 | 314 | 2002 | 11/11 | 35 | |||||||||
| Round Rock, TX | $ | — | 661 | 1,140 | — | — | 661 | 1,140 | 1,801 | 309 | 2000 | 11/11 | 30 | |||||||||
| San Antonio, TX | $ | — | 441 | 1,313 | — | — | 441 | 1,313 | 1,754 | 356 | 1999 | 11/11 | 30 | |||||||||
| Victoria, TX | $ | — | 431 | 2,298 | — | — | 431 | 2,298 | 2,729 | 623 | 1986 | 11/11 | 30 | |||||||||
| Victoria, TX | $ | — | 259 | 2,346 | — | — | 259 | 2,346 | 2,605 | 636 | 1984 | 11/11 | 30 | |||||||||
| West Orange, TX | — | 220 | 2,088 | — | — | 220 | 2,088 | 2,308 | 565 | 1993 | 11/11 | 30 | ||||||||||
| Winnie, TX | — | 115 | 4,566 | — | — | 115 | 4,566 | 4,681 | 1,060 | 2002 | 11/11 | 35 | ||||||||||
| Austin, TX | — | 612 | 2,775 | — | — | 612 | 2,775 | 3,387 | 744 | 1999 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 1,215 | 4,524 | — | — | 1,215 | 4,524 | 5,739 | 1,039 | 2004 | 12/11 | 35 | ||||||||||
| Austin, TX | — | 488 | 2,163 | — | — | 488 | 2,163 | 2,651 | 580 | 2000 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 938 | 1,436 | — | — | 938 | 1,436 | 2,374 | 385 | 1998 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 756 | 2,870 | — | — | 756 | 2,870 | 3,626 | 769 | 1999 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 679 | 1,905 | — | — | 679 | 1,905 | 2,584 | 511 | 1999 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 775 | 4,677 | — | — | 775 | 4,677 | 5,452 | 1,254 | 1996 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 880 | 1,790 | — | — | 880 | 1,790 | 2,670 | 480 | 1998 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 689 | 1,732 | — | — | 689 | 1,732 | 2,421 | 464 | 1999 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 612 | 3,061 | — | — | 612 | 3,061 | 3,673 | 821 | 1999 | 12/11 | 30 | ||||||||||
| Austin, TX | — | 861 | 3,004 | — | — | 861 | 3,004 | 3,865 | 805 | 2001 | 12/11 | 30 | ||||||||||
| Cedar Park, TX | — | 536 | 1,914 | — | — | 536 | 1,914 | 2,450 | 513 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 909 | 1,359 | — | — | 904 | 1,359 | 2,263 | 364 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 631 | 2,851 | — | — | 631 | 2,851 | 3,482 | 764 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 766 | 1,474 | — | — | 766 | 1,474 | 2,240 | 395 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 412 | 2,010 | — | — | 412 | 2,010 | 2,422 | 539 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 545 | 3,148 | — | — | 545 | 3,148 | 3,693 | 844 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 947 | 2,535 | — | — | 947 | 2,535 | 3,482 | 680 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 411 | 2,555 | — | — | 411 | 2,555 | 2,966 | 685 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 517 | 2,670 | — | — | 517 | 2,670 | 3,187 | 716 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 899 | 2,593 | — | — | 899 | 2,593 | 3,492 | 596 | 2002 | 12/11 | 35 | ||||||||||
| San Antonio, TX | — | 985 | 3,253 | — | — | 976 | 3,253 | 4,229 | 872 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 919 | 2,344 | — | — | 919 | 2,344 | 3,263 | 539 | 2002 | 12/11 | 35 | ||||||||||
| San Antonio, TX | — | 679 | 2,937 | — | — | 679 | 2,937 | 3,616 | 787 | 1999 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 469 | 2,727 | — | — | 469 | 2,727 | 3,196 | 731 | 1998 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 632 | 1,991 | — | — | 632 | 1,991 | 2,623 | 534 | 2001 | 12/11 | 30 | ||||||||||
| San Antonio, TX | — | 603 | 2,048 | — | — | 598 | 2,048 | 2,646 | 549 | 1999 | 12/11 | 30 | ||||||||||
| Universal City, TX | — | 699 | 1,675 | — | — | 699 | 1,675 | 2,374 | 449 | 2001 | 12/11 | 30 | ||||||||||
| Belpre, OH | — | 408 | 759 | — | — | 408 | 759 | 1,167 | 166 | 1990 | 07/14 | 25 | ||||||||||
| Charleston, WV | — | 689 | 974 | — | — | 689 | 974 | 1,663 | 177 | 1970 | 07/14 | 30 | ||||||||||
| Charleston, WV | — | 549 | 729 | — | — | 549 | 729 | 1,278 | 133 | 1995 | 07/14 | 30 | ||||||||||
| Clarksburg, WV | — | 390 | 613 | — | — | 390 | 613 | 1,003 | 134 | 1978 | 07/14 | 25 | ||||||||||
| Mannington, WV | — | 218 | 745 | — | — | 218 | 745 | 963 | 136 | 1996 | 07/14 | 30 | ||||||||||
| N. Belle Vernon, PA | — | 438 | 1,165 | — | — | 438 | 1,165 | 1,603 | 254 | 1996 | 07/14 | 25 | ||||||||||
| New Castle, PA | — | 292 | 617 | — | — | 292 | 617 | 909 | 112 | 1983 | 07/14 | 30 | ||||||||||
| Parkersburg, WV | — | 298 | 782 | — | — | 298 | 782 | 1,080 | 171 | 1988 | 07/14 | 25 | ||||||||||
| Parkersburg, WV | — | 422 | 739 | — | — | 422 | 739 | 1,161 | 134 | 1985 | 07/14 | 30 | ||||||||||
| Weston, WV | — | 114 | 583 | — | — | 114 | 583 | 697 | 106 | 1995 | 07/14 | 30 | ||||||||||
| 7-Eleven (Susser/Stripes): | ||||||||||||||||||||||
| Brownsville, TX | — | 1,392 | 1,444 | — | — | 1,392 | 1,444 | 2,836 | 507 | 2005 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 2,530 | 1,125 | — | — | 2,530 | 1,125 | 3,655 | 395 | 1990 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 1,039 | 1,145 | — | — | 1,039 | 1,145 | 2,184 | 402 | 2004 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 2,033 | 1,288 | — | — | 2,033 | 1,288 | 3,321 | 452 | 1995 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 1,015 | 1,308 | — | — | 1,015 | 1,308 | 2,323 | 459 | 2003 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 933 | 699 | — | — | 933 | 699 | 1,632 | 245 | 1999 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 1,843 | 1,419 | — | — | 1,843 | 1,419 | 3,262 | 498 | 2000 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 2,915 | 1,800 | — | — | 2,915 | 1,800 | 4,715 | 632 | 2000 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 1,279 | 1,015 | — | — | 1,279 | 1,015 | 2,294 | 356 | 1990 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 2,417 | 1,828 | — | — | 2,417 | 1,828 | 4,245 | 642 | 2000 | 12/05 | 40 | ||||||||||
| Brownsville, TX | — | 1,182 | 1,105 | — | — | 1,182 | 1,105 | 2,287 | 388 | 2000 | 12/05 | 40 | ||||||||||
| Corpus Christi, TX | — | 1,385 | 1,419 | — | — | 1,385 | 1,419 | 2,804 | 498 | 1982 | 12/05 | 40 | ||||||||||
| Corpus Christi, TX | — | 1,400 | 1,531 | — | — | 1,400 | 1,531 | 2,931 | 537 | 1984 | 12/05 | 40 | ||||||||||
| Corpus Christi, TX | — | 703 | 1,037 | — | — | 703 | 1,037 | 1,740 | 364 | 1986 | 12/05 | 40 | ||||||||||
| Corpus Christi, TX | — | 1,308 | 2,151 | — | — | 1,308 | 2,151 | 3,459 | 755 | 1995 | 12/05 | 40 | ||||||||||
| Corpus Christi, TX | — | 853 | 1,416 | — | — | 853 | 1,416 | 2,269 | 497 | 2005 | 12/05 | 40 | ||||||||||
| Donna, TX | — | 1,004 | 1,127 | — | — | 1,004 | 1,127 | 2,131 | 395 | 1995 | 12/05 | 40 | ||||||||||
| Edinburg, TX | — | 1,317 | 1,624 | — | — | 1,317 | 1,624 | 2,941 | 570 | 1999 | 12/05 | 40 | ||||||||||
| Edinburg, TX | — | 970 | 1,286 | — | — | 970 | 1,286 | 2,256 | 451 | 2003 | 12/05 | 40 | ||||||||||
| Falfurias, TX | — | 4,244 | 4,458 | — | — | 4,213 | 4,458 | 8,671 | 1,565 | 2002 | 12/05 | 40 | ||||||||||
| Freer, TX | — | 1,151 | 1,158 | — | — | 1,151 | 1,158 | 2,309 | 407 | 1984 | 12/05 | 40 | ||||||||||
| George West, TX | — | 1,243 | 695 | — | — | 1,243 | 695 | 1,938 | 244 | 1996 | 12/05 | 40 | ||||||||||
| Harlingen, TX | — | 754 | 1,152 | — | — | 754 | 1,152 | 1,906 | 405 | 1999 | 12/05 | 40 | ||||||||||
| Harlingen, TX | — | 906 | 953 | — | — | 906 | 953 | 1,859 | 334 | 1991 | 12/05 | 40 | ||||||||||
| Harlingen, TX | — | 755 | 601 | — | — | 755 | 601 | 1,356 | 211 | 1987 | 12/05 | 40 | ||||||||||
| La Feria, TX | — | 900 | 1,347 | — | — | 900 | 1,347 | 2,247 | 473 | 1988 | 12/05 | 40 | ||||||||||
| Laredo, TX | — | 1,495 | 1,400 | — | — | 1,495 | 1,400 | 2,895 | 492 | 1993 | 12/05 | 40 | ||||||||||
| Laredo, TX | — | 736 | 670 | — | — | 736 | 670 | 1,406 | 235 | 1984 | 12/05 | 40 | ||||||||||
| Laredo, TX | — | 675 | 533 | — | — | 675 | 533 | 1,208 | 187 | 1993 | 12/05 | 40 | ||||||||||
| Laredo, TX | — | 841 | 739 | — | — | 841 | 739 | 1,580 | 259 | 2001 | 12/05 | 40 | ||||||||||
| Laredo, TX | — | 1,553 | 1,775 | — | — | 1,553 | 1,775 | 3,328 | 623 | 2000 | 12/05 | 40 | ||||||||||
| Los Indios, TX | — | 1,387 | 1,457 | — | — | 1,387 | 1,457 | 2,844 | 511 | 2005 | 12/05 | 40 | ||||||||||
| McAllen, TX | — | 987 | 893 | — | — | 987 | 893 | 1,880 | 314 | 1999 | 12/05 | 40 | ||||||||||
| McAllen, TX | — | 975 | 1,030 | — | — | 975 | 1,030 | 2,005 | 361 | 2003 | 12/05 | 40 | ||||||||||
| Mission, TX | — | 880 | 1,101 | — | — | 880 | 1,101 | 1,981 | 387 | 1999 | 12/05 | 40 | ||||||||||
| Mission, TX | — | 1,125 | 1,213 | — | — | 1,125 | 1,213 | 2,338 | 426 | 2003 | 12/05 | 40 | ||||||||||
| Olmito, TX | — | 3,688 | 2,880 | — | — | 3,688 | 2,880 | 6,568 | 1,011 | 2002 | 12/05 | 40 | ||||||||||
| Pharr, TX | — | 784 | 805 | — | — | 784 | 805 | 1,589 | 282 | 2000 | 12/05 | 40 | ||||||||||
| Pharr, TX | — | 982 | 1,178 | — | — | 982 | 1,178 | 2,160 | 414 | 1988 | 12/05 | 40 | ||||||||||
| Pharr, TX | — | 2,426 | 1,881 | — | — | 2,426 | 1,881 | 4,307 | 660 | 2003 | 12/05 | 40 | ||||||||||
| Port Isabel, TX | — | 2,062 | 1,299 | — | — | 2,062 | 1,299 | 3,361 | 456 | 1994 | 12/05 | 40 | ||||||||||
| Portland, TX | — | 656 | 915 | — | — | 656 | 915 | 1,571 | 321 | 1983 | 12/05 | 40 | ||||||||||
| Progreso, TX | — | 1,769 | 1,811 | — | — | 1,769 | 1,811 | 3,580 | 636 | 1999 | 12/05 | 40 | ||||||||||
| Riviera, TX | — | 2,351 | 2,158 | — | — | 2,351 | 2,158 | 4,509 | 758 | 2005 | 12/05 | 40 | ||||||||||
| San Benito, TX | — | 791 | 1,857 | — | — | 791 | 1,857 | 2,648 | 652 | 1994 | 12/05 | 40 | ||||||||||
| San Benito, TX | — | 1,103 | 1,586 | — | — | 1,103 | 1,586 | 2,689 | 557 | 2005 | 12/05 | 40 | ||||||||||
| San Juan, TX | — | 1,424 | 1,546 | — | — | 1,424 | 1,546 | 2,970 | 543 | 2004 | 12/05 | 40 | ||||||||||
| San Juan, TX | — | 1,124 | 1,172 | — | — | 1,124 | 1,172 | 2,296 | 411 | 1996 | 12/05 | 40 | ||||||||||
| South Padre Island, TX | — | 1,367 | 1,389 | — | — | 1,367 | 1,389 | 2,756 | 488 | 1988 | 12/05 | 40 | ||||||||||
| Palmview, TX | — | 835 | 1,372 | — | — | 835 | 1,372 | 2,207 | 453 | 2005 | 10/06 | 40 | ||||||||||
| Harlingen, TX | — | 638 | 1,807 | — | — | 638 | 1,807 | 2,445 | 589 | 2006 | 12/06 | 40 | ||||||||||
| Rio Grande City, TX | — | 1,871 | 1,612 | — | — | 1,871 | 1,612 | 3,483 | 526 | 2006 | 12/06 | 40 | ||||||||||
| San Juan, TX | — | 816 | 1,434 | — | — | 816 | 1,434 | 2,250 | 468 | 2006 | 12/06 | 40 | ||||||||||
| Zapata, TX | — | 1,333 | 1,773 | — | — | 1,333 | 1,773 | 3,106 | 578 | 2006 | 12/06 | 40 | ||||||||||
| Orange Grove, TX | — | 1,767 | 1,838 | — | — | 1,767 | 1,838 | 3,605 | 584 | 2007 | 04/07 | 40 | ||||||||||
| Harlingen, TX | — | 408 | 826 | — | — | 408 | 826 | 1,234 | 334 | 1982 | 11/07 | 30 | ||||||||||
| Laredo, TX | — | 584 | 958 | — | — | 584 | 958 | 1,542 | 387 | 1981 | 11/07 | 30 | ||||||||||
| Laredo, TX | — | 468 | 728 | — | — | 468 | 728 | 1,196 | 294 | 1973 | 11/07 | 30 | ||||||||||
| Laredo, TX | — | 448 | 734 | — | — | 448 | 734 | 1,182 | 297 | 1981 | 11/07 | 30 | ||||||||||
| Laredo, TX | — | 698 | 1,169 | — | — | 698 | 1,169 | 1,867 | 472 | 1981 | 11/07 | 30 | ||||||||||
| Laredo, TX | — | 348 | 1,168 | — | — | 348 | 1,168 | 1,516 | 472 | 1983 | 11/07 | 30 | ||||||||||
| San Benito, TX | — | 420 | 1,135 | — | — | 420 | 1,135 | 1,555 | 459 | 1985 | 11/07 | 30 | ||||||||||
| Del Rio, TX | — | 1,565 | 758 | — | — | 1,565 | 758 | 2,323 | 230 | 1996 | 11/07 | 40 | ||||||||||
| Kerrville, TX | — | 640 | 1,616 | — | — | 640 | 1,616 | 2,256 | 490 | 1996 | 11/07 | 40 | ||||||||||
| Pharr, TX | — | 573 | 1,229 | — | — | 573 | 1,229 | 1,802 | 370 | 2000 | 12/07 | 40 | ||||||||||
| Harlingen, TX | — | 277 | 808 | — | — | 277 | 808 | 1,085 | 322 | 1983 | 01/08 | 30 | ||||||||||
| Laredo, TX | — | 325 | 816 | — | — | 325 | 816 | 1,141 | 325 | 1983 | 01/08 | 30 | ||||||||||
| McAllen, TX | — | 643 | 1,776 | — | — | 643 | 1,776 | 2,419 | 708 | 1980 | 01/08 | 30 | ||||||||||
| Port Isabel, TX | — | 299 | 855 | — | — | 299 | 855 | 1,154 | 341 | 1983 | 01/08 | 30 | ||||||||||
| Brownsville, TX | — | 843 | 1,429 | — | — | 843 | 1,429 | 2,272 | 415 | 2007 | 05/08 | 40 | ||||||||||
| Edinburg, TX | — | 834 | 1,787 | — | — | 834 | 1,787 | 2,621 | 519 | 2007 | 05/08 | 40 | ||||||||||
| La Villa, TX | — | 710 | 2,166 | — | — | 710 | 2,166 | 2,876 | 629 | 2007 | 05/08 | 40 | ||||||||||
| Laredo, TX | — | 879 | 1,593 | — | — | 879 | 1,593 | 2,472 | 463 | 2007 | 05/08 | 40 | ||||||||||
| Laredo, TX | — | 1,183 | 1,934 | — | — | 1,183 | 1,934 | 3,117 | 562 | 2007 | 05/08 | 40 | ||||||||||
| McAllen, TX | — | 1,270 | 2,383 | — | — | 1,270 | 2,383 | 3,653 | 923 | 1986 | 05/08 | 30 | ||||||||||
| Aaron's: | ||||||||||||||||||||||
| Memphis, TN | — | 416 | — | 1,320 | — | 416 | 1,320 | 1,736 | 697 | 1998 | 12/97 | (g) | 40 | |||||||||
| Abra Auto Body: | ||||||||||||||||||||||
| Belmont, NC | — | 785 | 2,375 | — | — | 785 | 2,375 | 3,160 | 44 | 1970 | 07/19 | 25 | ||||||||||
| Academy: | ||||||||||||||||||||||
| Franklin, TN | — | 1,807 | 2,108 | — | — | 1,589 | 2,108 | 3,697 | 1,022 | 1999 | 06/05 | 30 | ||||||||||
| Baton Rouge, LA | — | 1,511 | 4,861 | — | — | 1,511 | 4,861 | 6,372 | 478 | 2003 | 07/17 | 25 | ||||||||||
| Ace Hardware and Lighting: | ||||||||||||||||||||||
| Bourbonnais, IL | — | 298 | 1,329 | — | — | 298 | 1,329 | 1,627 | 656 | 1997 | 11/98 | 37 |
See accompanying report of independent registered public accounting firm.
F-1
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Action Gypsum Supply: | |||||||||||||
| Carrollton, TX | — | 478 | 535 | — | — | 478 | 535 | 1,013 | 201 | 1981 | 12/04 | 40 | |
| Advance Auto Parts: | |||||||||||||
| Miami, FL | — | 867 | — | 1,035 | — | 867 | 1,035 | 1,902 | 376 | 2005 | 12/04 | (g) | 40 |
| Abbeville, LA | — | 23 | 148 | — | — | 23 | 148 | 171 | 67 | 1970 | 12/10 | 20 | |
| Abbotsford, WI | — | 56 | 163 | — | — | 56 | 163 | 219 | 59 | 1984 | 12/10 | 25 | |
| Addison, IL | — | 76 | 314 | — | — | 76 | 314 | 390 | 113 | 1971 | 12/10 | 25 | |
| Alsip, IL | — | 57 | 323 | — | — | 57 | 323 | 380 | 146 | 1972 | 12/10 | 20 | |
| Antigo, WI | — | 96 | 294 | — | — | 96 | 294 | 390 | 89 | 1998 | 12/10 | 30 | |
| Arden, NC | — | 42 | 281 | — | — | 42 | 281 | 323 | 102 | 1989 | 12/10 | 25 | |
| Bangor, ME | — | 51 | 339 | — | — | 51 | 339 | 390 | 123 | 1985 | 12/10 | 25 | |
| Bartlett, TN | — | 40 | 293 | — | — | 40 | 293 | 333 | 106 | 1989 | 12/10 | 25 | |
| Bay City, MI | — | 106 | 521 | — | — | 106 | 521 | 627 | 314 | 1920 | 12/10 | 15 | |
| Brunswick, ME | — | 41 | 254 | — | — | 41 | 254 | 295 | 92 | 1985 | 12/10 | 25 | |
| Bucksport, ME | — | 19 | 114 | — | — | 19 | 114 | 133 | 52 | 1976 | 12/10 | 20 | |
| Carol Stream, IL | — | 103 | 515 | — | — | 103 | 515 | 618 | 233 | 1960 | 12/10 | 20 | |
| Chicago, IL | — | 83 | 383 | — | — | 83 | 383 | 466 | 138 | 1987 | 12/10 | 25 | |
| Chippewa Falls, WI | — | 33 | 328 | — | — | 33 | 328 | 361 | 99 | 1996 | 12/10 | 30 | |
| Devils Lake, ND | — | 38 | 276 | — | — | 38 | 276 | 314 | 83 | 1999 | 12/10 | 30 | |
| Dodge City, KS | — | 43 | 166 | — | — | 43 | 166 | 209 | 100 | 1948 | 12/10 | 15 | |
| Eau Claire, WI | — | 33 | 204 | — | — | 33 | 204 | 237 | 92 | 1956 | 12/10 | 20 | |
| Elgin, IL | — | 88 | 311 | — | — | 88 | 311 | 399 | 141 | 1965 | 12/10 | 20 | |
| Escanaba, MI | — | 40 | 283 | — | — | 40 | 283 | 323 | 102 | 1982 | 12/10 | 25 | |
| Gainesville, FL | — | 47 | 362 | — | — | 47 | 362 | 409 | 218 | 1957 | 12/10 | 15 | |
| Greenville, OH | — | 63 | 193 | — | — | 63 | 193 | 256 | 117 | 1910 | 12/10 | 15 | |
| Hayward, WI | — | 57 | 333 | — | — | 57 | 333 | 390 | 120 | 1980 | 12/10 | 25 | |
| Houlton, ME | — | 38 | 219 | — | — | 38 | 219 | 257 | 198 | 1915 | 12/10 | 10 | |
| Irving, TX | — | 182 | 208 | — | — | 182 | 208 | 390 | 94 | 1984 | 12/10 | 20 | |
| Kennedale, TX | — | 88 | 283 | — | — | 88 | 283 | 371 | 128 | 1959 | 12/10 | 20 | |
| Laurel, MS | — | 74 | 202 | — | — | 74 | 202 | 276 | 121 | 1959 | 12/10 | 15 | |
| Madison, TN | — | 78 | 179 | — | — | 78 | 179 | 257 | 65 | 1988 | 12/10 | 25 | |
| Madison, WI | — | 57 | 409 | — | — | 57 | 409 | 466 | 148 | 1973 | 12/10 | 25 | |
| Marshfield, WI | — | 60 | 282 | — | — | 60 | 282 | 342 | 128 | 1940 | 12/10 | 20 |
See accompanying report of independent registered public accounting firm.
F-2
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Medford, WI | — | 37 | 229 | — | — | 37 | 229 | 266 | 83 | 1988 | 12/10 | 25 | |
| Midland, TX | — | 36 | 212 | — | — | 36 | 212 | 248 | 128 | 1960 | 12/10 | 15 | |
| Montello, WI | — | 26 | 173 | — | — | 26 | 173 | 199 | 52 | 1997 | 12/10 | 30 | |
| Neillsville, WI | — | 26 | 145 | — | — | 26 | 145 | 171 | 52 | 1979 | 12/10 | 25 | |
| Ocala, FL | — | 78 | 416 | — | — | 78 | 416 | 494 | 251 | 1971 | 12/10 | 15 | |
| Phillips, WI | — | 23 | 177 | — | — | 23 | 177 | 200 | 53 | 1992 | 12/10 | 30 | |
| Rhinelander, WI | — | 28 | 115 | — | — | 28 | 115 | 143 | 52 | 1958 | 12/10 | 20 | |
| River Falls, WI | — | 42 | 234 | — | — | 42 | 234 | 276 | 106 | 1976 | 12/10 | 20 | |
| Rockford, IL | — | 61 | 376 | — | — | 61 | 376 | 437 | 136 | 1962 | 12/10 | 25 | |
| Schofield, WI | — | 41 | 425 | — | — | 41 | 425 | 466 | 192 | 1968 | 12/10 | 20 | |
| Spokane, WA (n) | — | 93 | 373 | — | — | 93 | 373 | 466 | 169 | 1972 | 12/10 | 20 | |
| Spokane, WA | — | 66 | 201 | — | — | 66 | 201 | 267 | 91 | 1965 | 12/10 | 20 | |
| St. Peter, MN | — | 17 | 259 | — | — | 15 | 259 | 274 | 78 | 1999 | 12/10 | 30 | |
| Stayton, OR | — | 88 | 312 | — | — | 88 | 312 | 400 | 94 | 1994 | 12/10 | 30 | |
| Stevens Point, WI | — | 61 | 405 | — | — | 61 | 405 | 466 | 146 | 1975 | 12/10 | 25 | |
| Thornton, CO | — | 414 | 536 | — | — | 414 | 536 | 950 | 162 | 1996 | 12/10 | 30 | |
| Troy, AL | — | 15 | 52 | — | — | 15 | 52 | 67 | 31 | 1966 | 12/10 | 15 | |
| Wausau, WI | — | 52 | 300 | — | — | 52 | 300 | 352 | 108 | 1989 | 12/10 | 25 | |
| Wautoma, WI | — | 18 | 106 | — | — | 18 | 106 | 124 | 48 | 1959 | 12/10 | 20 | |
| West Columbia, SC | — | 41 | 159 | — | — | 41 | 159 | 200 | 72 | 1962 | 12/10 | 20 | |
| West Memphis, AR | — | 58 | 294 | — | — | 58 | 294 | 352 | 106 | 1987 | 12/10 | 25 | |
| Windom, MN (n) | — | 5 | 137 | — | — | 5 | 137 | 142 | 62 | 1950 | 12/10 | 20 | |
| Wisconsin Rapids, WI | — | 41 | 215 | — | — | 41 | 215 | 256 | 97 | 1975 | 12/10 | 20 | |
| Yakima, WA | — | 50 | 321 | — | — | 50 | 321 | 371 | 145 | 1965 | 12/10 | 20 | |
| Aurora, IL | — | 641 | 226 | — | — | 641 | 226 | 867 | 100 | 1971 | 02/11 | 20 | |
| Eagle River, WI | — | 99 | 52 | — | — | 99 | 52 | 151 | 23 | 1978 | 02/11 | 20 | |
| Lexington, KY | — | 85 | 226 | — | — | 85 | 226 | 311 | 67 | 1991 | 02/11 | 30 | |
| Mobile, AL | — | 75 | 197 | — | — | 75 | 197 | 272 | 83 | 1975 | 07/11 | 20 | |
| Fairmont, MN | — | 98 | 166 | — | — | 98 | 166 | 264 | 66 | 1978 | 01/12 | 20 | |
| Sycamore, IL | — | 49 | 476 | — | — | 49 | 476 | 525 | 189 | 1924 | 01/12 | 20 | |
| Orchard Park, NY | — | 353 | — | 725 | — | 267 | 725 | 992 | 113 | 2013 | 05/13 | (m) | 40 |
| Morrisville, NC | — | 127 | 332 | — | — | 127 | 332 | 459 | 88 | 1992 | 05/13 | 25 | |
| Salt Lake City, UT | — | 571 | 697 | — | — | 571 | 697 | 1,268 | 231 | 1951 | 05/13 | 20 | |
| Crestview, FL | — | 158 | 463 | — | — | 158 | 463 | 621 | 97 | 2003 | 09/13 | 30 |
See accompanying report of independent registered public accounting firm.
F-3
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Depew, NY | — | 309 | — | 821 | — | 309 | 821 | 1,130 | 115 | 2014 | 10/13 | (m) | 40 |
| Sherman, TX | — | 183 | — | 657 | — | 183 | 657 | 840 | 106 | 2005 | 01/14 | (o) | 35 |
| Richmond, VA | — | 193 | 1,268 | — | — | 193 | 1,268 | 1,461 | 248 | 2008 | 02/14 | 30 | |
| Adventure Landing: | |||||||||||||
| Jacksonville Beach, FL | — | 3,615 | 5,636 | — | — | 3,615 | 5,636 | 9,251 | 2,492 | 1995 | 04/11 | 30 | |
| Jacksonville, FL | — | 721 | 861 | — | — | 721 | 861 | 1,582 | 509 | 1983 | 04/11 | 25 | |
| Raleigh, NC | — | 1,841 | 3,124 | — | — | 1,841 | 3,124 | 4,965 | 1,365 | 1989 | 04/11 | 25 | |
| St. Augustine, FL | — | 797 | 289 | — | — | 797 | 289 | 1,086 | 232 | 1999 | 04/11 | 30 | |
| Tonawanda, NY | — | 205 | 927 | — | — | 205 | 927 | 1,132 | 538 | 1991 | 04/11 | 25 | |
| Affordable Care: | |||||||||||||
| Asheville, NC | — | 467 | 576 | — | — | 467 | 576 | 1,043 | 105 | 2005 | 07/14 | 30 | |
| Conover, NC | — | 187 | 623 | — | — | 187 | 623 | 810 | 113 | 2002 | 07/14 | 30 | |
| Poland, OH | — | 231 | 650 | — | — | 231 | 650 | 881 | 142 | 2001 | 07/14 | 25 | |
| Wilmington, NC | — | 398 | 565 | — | — | 398 | 565 | 963 | 103 | 2002 | 07/14 | 30 | |
| Ahern Rentals: | |||||||||||||
| Albuquerque, NM | — | 1,588 | 2,423 | — | — | 1,588 | 2,423 | 4,011 | 53 | 1972 | 06/19 | 25 | |
| Arlington, WA | — | 2,042 | 3,304 | — | — | 2,042 | 3,304 | 5,346 | 72 | 1978 | 06/19 | 25 | |
| Bloomfield, CT | — | 269 | 2,738 | — | — | 269 | 2,738 | 3,007 | 59 | 1978 | 06/19 | 25 | |
| Cedar City, UT | — | 195 | 2,111 | — | — | 195 | 2,111 | 2,306 | 46 | 1972 | 06/19 | 25 | |
| Charlotte, NC | — | 576 | 1,932 | — | — | 576 | 1,932 | 2,508 | 35 | 2002 | 06/19 | 30 | |
| Colorado Springs, CO | — | 261 | 1,144 | — | — | 261 | 1,144 | 1,405 | 21 | 2000 | 06/19 | 30 | |
| Deer Park, NY | — | 891 | 2,617 | — | — | 891 | 2,617 | 3,508 | 57 | 1966 | 06/19 | 25 | |
| El Paso, TX | — | 380 | 3,628 | — | — | 380 | 3,628 | 4,008 | 79 | 1978 | 06/19 | 25 | |
| Fife, WA | — | 1,272 | 3,537 | — | — | 1,272 | 3,537 | 4,809 | 77 | 1974 | 06/19 | 25 | |
| Franksville, WI | — | 529 | 2,098 | — | — | 529 | 2,098 | 2,627 | 32 | 2018 | 06/19 | 35 | |
| Houston, TX | — | 964 | 5,546 | — | — | 964 | 5,546 | 6,510 | 100 | 1998 | 06/19 | 30 | |
| Irving, TX | — | 455 | 3,054 | — | — | 455 | 3,054 | 3,509 | 55 | 2000 | 06/19 | 30 | |
| Kansas City, KS | — | 1,049 | 1,959 | — | — | 1,049 | 1,959 | 3,008 | 42 | 1946 | 06/19 | 25 | |
| Kennesaw, GA | — | 3,126 | 2,384 | — | — | 3,126 | 2,384 | 5,510 | 43 | 1996 | 06/19 | 30 | |
| Lake Dallas, TX | — | 1,076 | 5,156 | — | — | 1,076 | 5,156 | 6,232 | 112 | 1990 | 06/19 | 25 | |
| Lubbock, TX | — | 269 | 2,238 | — | — | 269 | 2,238 | 2,507 | 40 | 2000 | 06/19 | 30 |
See accompanying report of independent registered public accounting firm.
F-4
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Oklahoma City, OK | — | 603 | 2,404 | — | — | 603 | 2,404 | 3,007 | 52 | 1981 | 06/19 | 25 |
| Richfield, UT | — | 84 | 1,369 | — | — | 84 | 1,369 | 1,453 | 30 | 1995 | 06/19 | 25 |
| Sacramento, CA | — | 1,235 | 1,774 | — | — | 1,235 | 1,774 | 3,009 | 38 | 1970 | 06/19 | 25 |
| Salt Lake City, UT | — | 1,486 | 5,032 | — | — | 1,486 | 5,032 | 6,518 | 109 | 1977 | 06/19 | 25 |
| Tampa, FL | — | 687 | 3,822 | — | — | 687 | 3,822 | 4,509 | 83 | 1966 | 06/19 | 25 |
| Waco, TX | — | 288 | 1,719 | — | — | 288 | 1,719 | 2,007 | 37 | 1979 | 06/19 | 25 |
| Winston Salem, NC | — | 177 | 1,182 | — | — | 177 | 1,182 | 1,359 | 26 | 1970 | 06/19 | 25 |
| Ajuua Mexican Restaurant: | ||||||||||||
| Aurora, CO | — | 1,168 | 1,105 | 22 | — | 1,168 | 1,127 | 2,295 | 540 | 2000 | 06/05 | 30 |
| Aldi: | ||||||||||||
| Cutler Bay, FL | — | 989 | 1,479 | 205 | — | 989 | 1,684 | 2,673 | 936 | 1995 | 06/96 | 40 |
| All Star Sports: | ||||||||||||
| Wichita, KS | — | 1,551 | 965 | 152 | — | 1,551 | 1,117 | 2,668 | 337 | 1987 | 05/07 | 40 |
| Wichita, KS | — | 3,275 | 1,631 | 167 | — | 3,275 | 1,798 | 5,073 | 550 | 1988 | 05/07 | 40 |
| Allsup's: | ||||||||||||
| Abilene, TX | — | 233 | 2,769 | — | — | 233 | 2,769 | 3,002 | 12 | 2009 | 11/19 | 30 |
| Abilene, TX | — | 58 | 2,944 | — | — | 58 | 2,944 | 3,002 | 12 | 2008 | 11/19 | 30 |
| Abilene, TX | — | 243 | 3,760 | — | — | 243 | 3,760 | 4,003 | 16 | 2008 | 11/19 | 30 |
| Artesia, NM | — | 136 | 2,867 | — | — | 136 | 2,867 | 3,003 | 14 | 1980 | 11/19 | 25 |
| Azle, TX | — | 68 | 1,935 | — | — | 68 | 1,935 | 2,003 | 8 | 1987 | 11/19 | 30 |
| Bowie, TX | — | 272 | 2,711 | — | — | 272 | 2,711 | 2,983 | 11 | 1987 | 11/19 | 30 |
| Brownwood, TX | — | 165 | 3,837 | — | — | 165 | 3,837 | 4,002 | 16 | 2012 | 11/19 | 30 |
| Canyon, TX | — | 146 | 1,857 | — | — | 146 | 1,857 | 2,003 | 9 | 1979 | 11/19 | 25 |
| Carlsbad, NM | — | 233 | 2,769 | — | — | 233 | 2,769 | 3,002 | 14 | 1980 | 11/19 | 25 |
| Carlsbad, NM | — | 437 | 3,565 | — | — | 437 | 3,565 | 4,002 | 15 | 1983 | 11/19 | 30 |
| Carlsbad, NM | — | 146 | 2,857 | — | — | 146 | 2,857 | 3,003 | 14 | 1981 | 11/19 | 25 |
| Cisco, TX | — | 243 | 2,760 | — | — | 243 | 2,760 | 3,003 | 11 | 2007 | 11/19 | 30 |
| Clarendon, TX | — | 457 | 3,546 | — | — | 457 | 3,546 | 4,003 | 13 | 2018 | 11/19 | 35 |
| Clovis, NM | — | 175 | 1,828 | — | — | 175 | 1,828 | 2,003 | 8 | 2011 | 11/19 | 30 |
| Clovis, NM | — | 155 | 2,847 | — | — | 155 | 2,847 | 3,002 | 14 | 1980 | 11/19 | 25 |
See accompanying report of independent registered public accounting firm.
F-5
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Comanche, TX | — | 360 | 2,643 | — | — | 360 | 2,643 | 3,003 | 11 | 1982 | 11/19 | 30 |
| Denver City, TX | — | 87 | 3,915 | — | — | 87 | 3,915 | 4,002 | 16 | 1987 | 11/19 | 30 |
| Friona, TX | — | 107 | 2,896 | — | — | 107 | 2,896 | 3,003 | 12 | 1983 | 11/19 | 30 |
| Hobbs, NM | — | 87 | 2,915 | — | — | 87 | 2,915 | 3,002 | 15 | 1977 | 11/19 | 25 |
| Hobbs, NM | — | 330 | 2,672 | — | — | 330 | 2,672 | 3,002 | 13 | 1981 | 11/19 | 25 |
| Hobbs, NM | — | 544 | 3,458 | — | — | 544 | 3,458 | 4,002 | 12 | 2015 | 11/19 | 35 |
| Hobbs, NM | — | 68 | 2,935 | — | — | 68 | 2,935 | 3,003 | 15 | 1955 | 11/19 | 25 |
| Lovington, NM | — | 136 | 2,867 | — | — | 136 | 2,867 | 3,003 | 14 | 1962 | 11/19 | 25 |
| Lovington, NM | — | 49 | 2,954 | — | — | 49 | 2,954 | 3,003 | 15 | 1962 | 11/19 | 25 |
| Plains, TX | — | 165 | 3,837 | — | — | 165 | 3,837 | 4,002 | 14 | 2017 | 11/19 | 35 |
| Plainview, TX | — | 330 | 3,672 | — | — | 330 | 3,672 | 4,002 | 13 | 2018 | 11/19 | 35 |
| Portales, NM | — | 39 | 1,964 | — | — | 39 | 1,964 | 2,003 | 8 | 1978 | 11/19 | 30 |
| Rio Rancho, NM | — | 301 | 2,206 | — | — | 301 | 2,206 | 2,507 | 9 | 1989 | 11/19 | 30 |
| Roswell, NM | — | 146 | 3,857 | — | — | 146 | 3,857 | 4,003 | 16 | 1997 | 11/19 | 30 |
| San Angelo, TX | — | 476 | 3,526 | — | — | 476 | 3,526 | 4,002 | 13 | 2018 | 11/19 | 35 |
| San Angelo, TX | — | 622 | 3,381 | — | — | 622 | 3,381 | 4,003 | 12 | 2017 | 11/19 | 35 |
| Santa Fe, NM | — | 496 | 2,012 | — | — | 496 | 2,012 | 2,508 | 8 | 1995 | 11/19 | 30 |
| Santa Fe, NM | — | 292 | 2,216 | — | — | 292 | 2,216 | 2,508 | 9 | 1990 | 11/19 | 30 |
| Silverton, TX | — | 155 | 2,847 | — | — | 155 | 2,847 | 3,002 | 14 | 1981 | 11/19 | 25 |
| Snyder, TX | — | 185 | 3,818 | — | — | 185 | 3,818 | 4,003 | 14 | 2014 | 11/19 | 35 |
| Stephenville, TX | — | 612 | 2,390 | — | — | 612 | 2,390 | 3,002 | 9 | 2013 | 11/19 | 35 |
| Stephenville, TX | — | 884 | 2,623 | — | — | 884 | 2,623 | 3,507 | 11 | 2008 | 11/19 | 30 |
| AMC Theatre: | ||||||||||||
| Bloomington, IN | — | 2,338 | 4,000 | — | — | 2,338 | 4,000 | 6,338 | 1,967 | 1987 | 09/07 | 25 |
| Brighton, CO | — | 1,070 | 5,491 | 3,000 | — | 1,070 | 8,491 | 9,561 | 1,981 | 2005 | 09/07 | 40 |
| Castle Rock, CO | — | 2,905 | 5,002 | — | — | 2,905 | 5,002 | 7,907 | 1,537 | 2005 | 09/07 | 40 |
| Evansville, IN | — | 1,300 | 4,269 | 3,400 | — | 1,300 | 7,669 | 8,969 | 1,921 | 1999 | 09/07 | 35 |
| Galesburg, IL | — | 1,205 | 2,441 | — | — | 1,205 | 2,441 | 3,646 | 750 | 2003 | 09/07 | 40 |
| Machesney Park, IL | — | 3,018 | 8,770 | — | — | 3,018 | 8,770 | 11,788 | 2,695 | 2005 | 09/07 | 40 |
| Michigan City, IN | — | 1,996 | 8,422 | — | — | 1,996 | 8,422 | 10,418 | 2,588 | 2005 | 09/07 | 40 |
| Muncie, IN | — | 1,243 | 5,512 | 2,400 | — | 1,243 | 7,912 | 9,155 | 1,858 | 2005 | 09/07 | 40 |
| Naperville, IL | — | 6,141 | 11,624 | — | — | 6,141 | 11,624 | 17,765 | 3,572 | 2006 | 09/07 | 40 |
| New Lenox, IL | — | 6,778 | 10,980 | — | — | 6,778 | 10,980 | 17,758 | 3,374 | 2004 | 09/07 | 40 |
See accompanying report of independent registered public accounting firm.
F-6
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Chicago, IL | — | 7,257 | 10,955 | — | — | 7,257 | 10,955 | 18,212 | 3,275 | 2007 | 01/08 | 40 | |
| Johnson Creek, WI | — | 1,433 | 3,932 | — | — | 1,433 | 3,932 | 5,365 | 1,343 | 1997 | 01/08 | 35 | |
| Lake Delton, WI | — | 2,063 | 8,366 | — | — | 2,063 | 8,366 | 10,429 | 2,858 | 1999 | 01/08 | 35 | |
| Quincy, IL | — | 1,297 | 2,850 | — | — | 1,297 | 2,850 | 4,147 | 974 | 1982 | 01/08 | 35 | |
| Schererville, IN | — | 6,619 | 14,225 | — | — | 6,619 | 14,225 | 20,844 | 5,670 | 1996 | 01/08 | 30 | |
| Fayetteville, NC | — | 2,409 | — | 13,750 | — | 2,409 | 13,750 | 16,159 | 1,762 | 2014 | 11/13 | 40 | |
| Southington, CT | — | 1,346 | — | 4,263 | — | 1,346 | 4,263 | 5,609 | 788 | 1993 | 05/14 | (o) | 30 |
| Albuquerque, NM | — | 1,474 | — | 10,301 | — | 1,474 | 10,301 | 11,775 | 1,084 | 2015 | 11/14 | (m) | 40 |
| West Jordan, UT | — | 3,302 | 246 | 3,117 | — | 3,302 | 3,363 | 6,665 | 443 | 2015 | 05/15 | (m) | 30 |
| American Family Care: | |||||||||||||
| Mobile, AL | — | 843 | 562 | 348 | — | 843 | 910 | 1,753 | 346 | 1997 | 12/01 | 40 | |
| Alcoa, TN | — | 1,221 | — | 1,730 | — | 1,221 | 1,730 | 2,951 | 272 | 2013 | 12/12 | (m) | 40 |
| Cullman, AL | — | 541 | — | 1,517 | — | 541 | 1,517 | 2,058 | 235 | 2013 | 12/12 | (m) | 40 |
| Decatur, AL | — | 460 | 1,283 | — | — | 460 | 1,283 | 1,743 | 258 | 2010 | 12/12 | 35 | |
| Nashville, TN | — | 377 | — | 1,403 | — | 377 | 1,403 | 1,780 | 212 | 2013 | 12/12 | (m) | 40 |
| Pace, FL | — | 738 | — | 1,459 | — | 738 | 1,459 | 2,197 | 226 | 2013 | 12/12 | (m) | 40 |
| Woodstock, GA | — | 563 | — | 1,653 | — | 563 | 1,653 | 2,216 | 243 | 2014 | 12/12 | (m) | 40 |
| Fairhope, AL | — | (l) | 1,929 | — | — | (l) | 1,929 | 1,929 | 332 | 2012 | 02/13 | 40 | |
| Dothan, AL | — | 667 | — | 1,400 | — | 667 | 1,400 | 2,067 | 220 | 2013 | 02/13 | (m) | 40 |
| Auburn, AL | — | 663 | — | 1,835 | — | 663 | 1,835 | 2,498 | 277 | 2013 | 03/13 | (m) | 40 |
| Milton, GA | — | 577 | 1,526 | — | — | 577 | 1,526 | 2,103 | 259 | 2012 | 03/13 | 40 | |
| Roswell, GA | — | 814 | — | 1,851 | — | 816 | 1,851 | 2,667 | 249 | 2014 | 04/13 | (m) | 40 |
| Marietta, GA | — | 432 | — | 1,846 | — | 432 | 1,846 | 2,278 | 271 | 2014 | 04/13 | (m) | 40 |
| Mt. Juliet, TN | — | 875 | 1,566 | — | — | 875 | 1,566 | 2,441 | 253 | 2013 | 07/13 | 40 | |
| Chattanooga, TN | — | 469 | — | 1,626 | — | 469 | 1,626 | 2,095 | 239 | 2014 | 07/13 | (m) | 40 |
| Columbus, GA | — | 550 | — | 1,520 | — | 550 | 1,520 | 2,070 | 223 | 2014 | 07/13 | (m) | 40 |
| Birmingham, AL | — | 445 | — | 1,640 | — | 445 | 1,640 | 2,085 | 244 | 2005 | 08/13 | (o) | 40 |
| Hendersonville, TN | — | 660 | 1,640 | — | — | 660 | 1,640 | 2,300 | 251 | 2013 | 11/13 | 40 | |
| Calera, AL | — | 606 | — | 1,673 | — | 606 | 1,673 | 2,279 | 228 | 2014 | 12/13 | (m) | 40 |
| Spring Hill, TN | — | 589 | — | 1,718 | — | 589 | 1,718 | 2,307 | 224 | 2014 | 02/14 | (m) | 40 |
| Athens, AL | — | 497 | — | 1,834 | — | 497 | 1,834 | 2,331 | 231 | 2014 | 03/14 | (m) | 40 |
| Panama City Beach, FL | — | 995 | — | 1,745 | — | 995 | 1,745 | 2,740 | 224 | 2014 | 04/14 | (m) | 40 |
| Gadsden, AL | — | 527 | — | 1,565 | — | 527 | 1,565 | 2,092 | 197 | 2014 | 05/14 | 40 |
See accompanying report of independent registered public accounting firm.
F-7
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Knoxville, TN | — | 2,021 | — | 2,014 | — | 2,021 | 2,014 | 4,035 | 221 | 2015 | 08/14 | (m) | 40 |
| Fort Oglethorpe, GA | — | 736 | — | 1,832 | — | 736 | 1,832 | 2,568 | 212 | 2015 | 08/14 | (m) | 40 |
| Enterprise, AL | — | 570 | — | 1,703 | — | 570 | 1,703 | 2,273 | 179 | 2015 | 01/15 | (m) | 40 |
| American Freight: | |||||||||||||
| Glen Allen, VA | — | 889 | 1,948 | — | — | 889 | 1,948 | 2,837 | 1,149 | 1996 | 05/96 | 40 | |
| American Retail Service: | |||||||||||||
| Lincoln City, OR | — | 1,099 | 1,560 | — | — | 1,099 | 1,560 | 2,659 | 439 | 1973 | 12/12 | 25 | |
| Salem, OR | — | 433 | 1,627 | 735 | — | 433 | 2,362 | 2,795 | 494 | 1999 | 12/12 | (o) | 40 |
| Yuma, AZ | — | 1,118 | 1,878 | — | — | 1,118 | 1,878 | 2,996 | 529 | 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 | 102 | 1980 | 12/05 | 40 | |
| Amscot: | |||||||||||||
| Tampa, FL | — | 1,160 | 352 | — | — | 1,160 | 352 | 1,512 | 125 | 1981 | 10/05 | 40 | |
| Orlando, FL | — | 764 | — | 891 | — | 764 | 891 | 1,655 | 301 | 2006 | 12/05 | 40 | |
| Orlando, FL | — | 664 | 1,011 | — | — | 664 | 983 | 1,647 | 328 | 2006 | 12/05 | (g) | 40 |
| Orlando, FL | — | 358 | — | 900 | — | 358 | 900 | 1,258 | 305 | 2006 | 02/06 | (g) | 40 |
| Orlando, FL | — | 546 | — | 872 | — | 546 | 872 | 1,418 | 298 | 2006 | 02/06 | (g) | 40 |
| Clearwater, FL | — | 456 | 332 | — | — | 456 | 332 | 788 | 110 | 1967 | 09/06 | 40 | |
| Antojo Mexican Grill: | |||||||||||||
| Lakewood, WA | — | 580 | 201 | — | — | 575 | 201 | 776 | 133 | 1984 | 09/06 | 20 | |
| Applebee's: | |||||||||||||
| Ballwin, MO | — | 1,496 | 1,404 | 47 | — | 1,496 | 1,450 | 2,946 | 639 | 1995 | 12/01 | 40 | |
| Crestview Hills, KY | — | 1,069 | 1,367 | — | — | 1,069 | 1,367 | 2,436 | 513 | 1993 | 08/10 | 25 | |
| Danville, KY | — | 641 | 1,645 | — | — | 641 | 1,645 | 2,286 | 514 | 2003 | 08/10 | 30 | |
| Florence, KY | — | 1,075 | 1,488 | — | — | 1,075 | 1,488 | 2,563 | 558 | 1988 | 08/10 | 25 | |
| Frankfort, KY | — | 862 | 1,610 | — | — | 862 | 1,610 | 2,472 | 503 | 1993 | 08/10 | 30 |
See accompanying report of independent registered public accounting firm.
F-8
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Georgetown, KY | — | 809 | 1,437 | — | — | 809 | 1,437 | 2,246 | 449 | 2001 | 08/10 | 30 |
| Hilliard, OH | — | 808 | 1,846 | — | — | 808 | 1,846 | 2,654 | 577 | 1998 | 08/10 | 30 |
| Maysville, KY | — | 513 | 1,387 | — | — | 513 | 1,387 | 1,900 | 371 | 2005 | 08/10 | 35 |
| Nicholasville, KY | — | 454 | 1,077 | — | — | 454 | 1,077 | 1,531 | 337 | 2000 | 08/10 | 30 |
| Troy, OH | — | 645 | 862 | — | — | 645 | 862 | 1,507 | 323 | 1996 | 08/10 | 25 |
| Grove City, OH | — | 511 | 1,415 | — | — | 511 | 1,415 | 1,926 | 434 | 1990 | 10/10 | 30 |
| Kettering, OH | — | 359 | 1,043 | — | — | 359 | 1,043 | 1,402 | 274 | 2005 | 10/10 | 35 |
| Mesa, AZ | — | 974 | 1,514 | — | — | 974 | 1,514 | 2,488 | 465 | 1992 | 10/10 | 30 |
| Mt. Sterling, KY | — | 510 | 1,392 | — | — | 510 | 1,392 | 1,902 | 366 | 2000 | 10/10 | 35 |
| Phoenix, AZ | — | 781 | 1,456 | — | — | 781 | 1,456 | 2,237 | 447 | 1995 | 10/10 | 30 |
| Phoenix, AZ | — | 458 | 1,099 | — | — | 458 | 1,099 | 1,557 | 289 | 2004 | 10/10 | 35 |
| Angola, IN | — | 478 | 1,533 | — | — | 478 | 1,533 | 2,011 | 239 | 2002 | 07/14 | 35 |
| Arby's: | ||||||||||||
| Colorado Springs, CO | — | 206 | 534 | — | — | 206 | 534 | 740 | 241 | 1998 | 12/01 | 40 |
| Thomson, GA | — | 268 | 504 | — | — | 268 | 504 | 772 | 227 | 1997 | 12/01 | 40 |
| Washington Courthouse, OH | — | 157 | 546 | 250 | — | 157 | 796 | 953 | 250 | 1998 | 12/01 | 40 |
| Whitmore Lake, MI | — | 171 | 469 | — | — | 171 | 469 | 640 | 212 | 1993 | 12/01 | 40 |
| Indianapolis, IN | — | 285 | 686 | — | — | 285 | 686 | 971 | 125 | 1998 | 07/14 | 30 |
| Indianapolis, IN | — | 456 | 830 | — | — | 456 | 830 | 1,286 | 129 | 2005 | 07/14 | 35 |
| Madison, GA | — | 242 | 697 | — | — | 242 | 697 | 939 | 136 | 1985 | 02/15 | 25 |
| Muncie, IN | — | 400 | 876 | — | — | 400 | 876 | 1,276 | 140 | 1995 | 03/15 | 30 |
| Gordonsville, TN | — | 408 | 1,077 | — | — | 408 | 1,077 | 1,485 | 145 | 2009 | 12/15 | 30 |
| Ada, OK | — | 147 | 1,841 | — | — | 147 | 1,841 | 1,988 | 77 | 1980 | 12/18 | 25 |
| Altus, OK | — | 333 | 902 | — | — | 333 | 902 | 1,235 | 38 | 1978 | 12/18 | 25 |
| Ardmore, OK | — | 490 | 1,206 | — | — | 490 | 1,206 | 1,696 | 36 | 2013 | 12/18 | 35 |
| Arkansas City, KS | — | 59 | 1,118 | — | — | 59 | 1,118 | 1,177 | 39 | 1999 | 12/18 | 30 |
| Bentonville, AR | — | 245 | 1,099 | — | — | 245 | 1,099 | 1,344 | 38 | 2007 | 12/18 | 30 |
| Boonville, MO | — | 157 | 1,040 | — | — | 157 | 1,040 | 1,197 | 36 | 2007 | 12/18 | 30 |
| Broken Arrow, OK | — | 471 | 765 | — | — | 471 | 765 | 1,236 | 27 | 2005 | 12/18 | 30 |
| Broken Arrow, OK | — | 333 | 1,138 | — | — | 333 | 1,138 | 1,471 | 47 | 1978 | 12/18 | 25 |
| Cabot, AR | — | 225 | 1,744 | — | — | 225 | 1,744 | 1,969 | 61 | 1994 | 12/18 | 30 |
| Choctaw, OK | — | 509 | 2,093 | — | — | 509 | 2,093 | 2,602 | 62 | 2017 | 12/18 | 35 |
| Claremore, OK | — | 196 | 1,976 | — | — | 196 | 1,976 | 2,172 | 69 | 2005 | 12/18 | 30 |
See accompanying report of independent registered public accounting firm.
F-9
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Clinton, MO | — | 147 | 1,196 | — | — | 147 | 1,196 | 1,343 | 42 | 2005 | 12/18 | 30 |
| Coffeyville, KS | — | 59 | 1,059 | — | — | 59 | 1,059 | 1,118 | 37 | 1995 | 12/18 | 30 |
| Colorado Springs, CO | — | 344 | 885 | — | — | 344 | 885 | 1,229 | 31 | 2004 | 12/18 | 30 |
| Concordia, KS | — | 118 | 923 | — | — | 118 | 923 | 1,041 | 38 | 1992 | 12/18 | 25 |
| Conway, AR | — | 157 | 972 | — | — | 157 | 972 | 1,129 | 34 | 1994 | 12/18 | 30 |
| Derby, KS | — | 353 | 941 | — | — | 353 | 941 | 1,294 | 33 | 2000 | 12/18 | 30 |
| Eagle, ID | — | 441 | 990 | — | — | 441 | 990 | 1,431 | 29 | 2017 | 12/18 | 35 |
| Edmond, OK | — | 186 | 951 | — | — | 186 | 951 | 1,137 | 40 | 1977 | 12/18 | 25 |
| Edwardsville, IL | — | 147 | 1,294 | — | — | 147 | 1,294 | 1,441 | 45 | 2000 | 12/18 | 30 |
| El Dorado, KS | — | 167 | 1,030 | — | — | 167 | 1,030 | 1,197 | 36 | 2004 | 12/18 | 30 |
| Fayetteville, AR | — | 441 | 1,069 | — | — | 441 | 1,069 | 1,510 | 37 | 1998 | 12/18 | 30 |
| Fayetteville, AR | — | 550 | 658 | — | — | 550 | 658 | 1,208 | 23 | 2006 | 12/18 | 30 |
| Fort Smith, AR | — | 393 | 1,090 | — | — | 393 | 1,090 | 1,483 | 45 | 1980 | 12/18 | 25 |
| Fountain, CO | — | 707 | 913 | — | — | 707 | 913 | 1,620 | 27 | 2013 | 12/18 | 35 |
| Glenpool, OK | — | 137 | 1,334 | — | — | 137 | 1,334 | 1,471 | 56 | 1980 | 12/18 | 25 |
| Godfrey, IL | — | 157 | 1,186 | — | — | 157 | 1,186 | 1,343 | 41 | 2001 | 12/18 | 30 |
| Greeley, CO | — | 529 | 1,684 | — | — | 529 | 1,684 | 2,213 | 50 | 2017 | 12/18 | 35 |
| Greenwood, AR | — | 59 | 943 | — | — | 59 | 943 | 1,002 | 33 | 1994 | 12/18 | 30 |
| Guthrie, OK | — | 303 | 1,566 | — | — | 303 | 1,566 | 1,869 | 54 | 2002 | 12/18 | 30 |
| Harrison, AR | — | 402 | 1,423 | — | — | 402 | 1,423 | 1,825 | 49 | 2003 | 12/18 | 30 |
| Harrisonville, MO | — | 372 | 902 | — | — | 372 | 902 | 1,274 | 38 | 1986 | 12/18 | 25 |
| Hays, KS | — | 176 | 1,888 | — | — | 176 | 1,888 | 2,064 | 79 | 1986 | 12/18 | 25 |
| Hot Springs, AR | — | 441 | 1,128 | — | — | 441 | 1,128 | 1,569 | 47 | 1985 | 12/18 | 25 |
| Hutchinson, KS | — | 118 | 952 | — | — | 118 | 952 | 1,070 | 40 | 1982 | 12/18 | 25 |
| Hutchinson, KS | — | 206 | 1,098 | — | — | 206 | 1,098 | 1,304 | 38 | 2006 | 12/18 | 30 |
| Independence, MO | — | 412 | 853 | — | — | 412 | 853 | 1,265 | 30 | 2008 | 12/18 | 30 |
| Independence, MO | — | 294 | 1,341 | — | — | 294 | 1,341 | 1,635 | 47 | 2010 | 12/18 | 30 |
| Jerseyville, IL | — | 187 | 845 | — | — | 187 | 845 | 1,032 | 29 | 1998 | 12/18 | 30 |
| Kansas City, MO | — | 470 | 1,194 | — | — | 470 | 1,194 | 1,664 | 36 | 2015 | 12/18 | 35 |
| Kearney, MO | — | 343 | 1,234 | — | — | 343 | 1,234 | 1,577 | 43 | 1996 | 12/18 | 30 |
| Lansing, KS | — | 245 | 834 | — | — | 245 | 834 | 1,079 | 29 | 2007 | 12/18 | 30 |
| Lawton, OK | — | 431 | 1,039 | — | — | 431 | 1,039 | 1,470 | 43 | 1987 | 12/18 | 25 |
| Litchfield, IL | — | 186 | 1,402 | — | — | 186 | 1,402 | 1,588 | 42 | 2013 | 12/18 | 35 |
| Little Rock, AR | — | 736 | 579 | — | — | 736 | 579 | 1,315 | 17 | 2013 | 12/18 | 35 |
See accompanying report of independent registered public accounting firm.
F-10
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Little Rock, AR | — | 393 | 541 | — | — | 393 | 541 | 934 | 23 | 1988 | 12/18 | 25 |
| Manhattan, KS | — | 333 | 1,078 | — | — | 333 | 1,078 | 1,411 | 32 | 2015 | 12/18 | 35 |
| Mehlville, MO | — | 167 | 1,264 | — | — | 167 | 1,264 | 1,431 | 44 | 2005 | 12/18 | 30 |
| Midwest City, OK | — | 226 | 922 | — | — | 226 | 922 | 1,148 | 38 | 1978 | 12/18 | 25 |
| Midwest City, OK | — | 245 | 980 | — | — | 245 | 980 | 1,225 | 41 | 1978 | 12/18 | 25 |
| Mission, KS | — | 314 | 892 | — | — | 314 | 892 | 1,206 | 31 | 1999 | 12/18 | 30 |
| Moore, OK | — | 196 | 727 | — | — | 196 | 727 | 923 | 30 | 1977 | 12/18 | 25 |
| Moore, OK | — | 530 | 814 | — | — | 530 | 814 | 1,344 | 28 | 2006 | 12/18 | 30 |
| Muskogee, OK | — | 157 | 1,000 | — | — | 157 | 1,000 | 1,157 | 35 | 2000 | 12/18 | 30 |
| Neosho, MO | — | 206 | 971 | — | — | 206 | 971 | 1,177 | 34 | 2007 | 12/18 | 30 |
| Newcastle, OK | — | 176 | 1,225 | — | — | 176 | 1,225 | 1,401 | 43 | 2007 | 12/18 | 30 |
| Nixa, MO | — | 490 | 628 | — | — | 490 | 628 | 1,118 | 22 | 2005 | 12/18 | 30 |
| Norman, OK | — | 353 | 874 | — | — | 353 | 874 | 1,227 | 30 | 1994 | 12/18 | 30 |
| North Little Rock, AR | — | 491 | 432 | — | — | 491 | 432 | 923 | 13 | 2006 | 12/18 | 35 |
| Oklahoma City, OK | — | 433 | 560 | — | — | 433 | 560 | 993 | 19 | 2003 | 12/18 | 30 |
| Osage Beach, MO | — | 245 | 932 | — | — | 245 | 932 | 1,177 | 32 | 2008 | 12/18 | 30 |
| Park City, KS | — | 284 | 1,351 | — | — | 284 | 1,351 | 1,635 | 40 | 2017 | 12/18 | 35 |
| Pittsburg, KS | — | 216 | 1,303 | — | — | 216 | 1,303 | 1,519 | 54 | 1978 | 12/18 | 25 |
| Platte City, MO | — | 392 | 921 | — | — | 392 | 921 | 1,313 | 32 | 2003 | 12/18 | 30 |
| Sallisaw, OK | — | 127 | 1,186 | — | — | 127 | 1,186 | 1,313 | 41 | 2002 | 12/18 | 30 |
| Sand Springs, OK | — | 147 | 1,459 | — | — | 147 | 1,459 | 1,606 | 51 | 1998 | 12/18 | 30 |
| Sapulpa, OK | — | 147 | 1,733 | — | — | 147 | 1,733 | 1,880 | 72 | 1981 | 12/18 | 25 |
| Shawnee, OK | — | 98 | 1,254 | — | — | 98 | 1,254 | 1,352 | 52 | 1980 | 12/18 | 25 |
| Siloam Springs, AR | — | 216 | 1,216 | — | — | 216 | 1,216 | 1,432 | 51 | 1980 | 12/18 | 25 |
| St. Louis, MO | — | 363 | 1,019 | — | — | 363 | 1,019 | 1,382 | 35 | 2008 | 12/18 | 30 |
| Topeka, KS | — | 587 | 1,116 | — | — | 587 | 1,116 | 1,703 | 39 | 2006 | 12/18 | 30 |
| Tulsa, OK | — | 529 | 784 | — | — | 529 | 784 | 1,313 | 33 | 1993 | 12/18 | 25 |
| Tulsa, OK | — | 206 | 1,216 | — | — | 206 | 1,216 | 1,422 | 51 | 1982 | 12/18 | 25 |
| Tulsa, OK | — | 98 | 865 | — | — | 98 | 865 | 963 | 36 | 1981 | 12/18 | 25 |
| Tulsa, OK | — | 539 | 716 | — | — | 539 | 716 | 1,255 | 25 | 1997 | 12/18 | 30 |
| Tulsa, OK | — | 804 | 716 | — | — | 804 | 716 | 1,520 | 25 | 2006 | 12/18 | 30 |
| Tulsa, OK | — | 323 | 1,470 | — | — | 323 | 1,470 | 1,793 | 61 | 1981 | 12/18 | 25 |
| Union, MO | — | 128 | 835 | — | — | 128 | 835 | 963 | 29 | 2006 | 12/18 | 30 |
| Van Buren, AR | — | 334 | 1,187 | — | — | 334 | 1,187 | 1,521 | 41 | 2000 | 12/18 | 30 |
See accompanying report of independent registered public accounting firm.
F-11
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Vandalia, IL | — | 206 | 962 | — | — | 206 | 962 | 1,168 | 40 | 1981 | 12/18 | 25 | |
| Weatherford, OK | — | 118 | 1,469 | — | — | 118 | 1,469 | 1,587 | 51 | 1999 | 12/18 | 30 | |
| Wichita, KS | — | 98 | 1,089 | — | — | 98 | 1,089 | 1,187 | 45 | 1981 | 12/18 | 25 | |
| Wichita, KS | — | 314 | 960 | — | — | 314 | 960 | 1,274 | 33 | 1994 | 12/18 | 30 | |
| Wichita, KS | — | 343 | 687 | — | — | 343 | 687 | 1,030 | 20 | 2014 | 12/18 | 35 | |
| Woodward, OK | — | 108 | 1,401 | — | — | 108 | 1,401 | 1,509 | 58 | 1982 | 12/18 | 25 | |
| Wagoner, OK | — | 157 | 971 | — | — | 157 | 971 | 1,128 | 28 | 1988 | 04/19 | 25 | |
| Mustang, OK | — | 285 | 1,403 | — | — | 285 | 1,403 | 1,688 | 16 | 1984 | 09/19 | 25 | |
| ARCO ampm: | |||||||||||||
| Casa Grande, AZ | — | 2,340 | 1,894 | 83 | — | 2,340 | 1,905 | 4,245 | 640 | 1993 | 05/08 | 35 | |
| Gilbert, AZ | — | 1,317 | 1,304 | 85 | — | 1,166 | 1,325 | 2,491 | 454 | 1996 | 05/08 | 35 | |
| Globe, AZ | — | 762 | 2,148 | 114 | — | 762 | 2,180 | 2,942 | 745 | 1998 | 05/08 | 35 | |
| Mesa, AZ | — | 2,219 | 2,140 | 89 | — | 2,219 | 2,170 | 4,389 | 652 | 2000 | 05/08 | 40 | |
| Mesa, AZ | — | 1,332 | 1,367 | 92 | — | 1,156 | 1,385 | 2,541 | 548 | 1986 | 05/08 | 30 | |
| Prescott, AZ | — | 1,266 | 1,261 | 118 | — | 1,266 | 1,294 | 2,560 | 452 | 1997 | 05/08 | 35 | |
| Scottsdale, AZ | — | 1,529 | 1,373 | 240 | — | 1,529 | 1,451 | 2,980 | 534 | 1999 | 05/08 | 35 | |
| Sedona, AZ | — | 1,281 | 1,324 | 107 | — | 1,281 | 1,345 | 2,626 | 406 | 2000 | 05/08 | 40 | |
| Tucson, AZ | — | 1,223 | 1,911 | 102 | — | 1,223 | 1,932 | 3,155 | 656 | 1996 | 05/08 | 35 | |
| Tucson, AZ | — | 1,457 | 1,619 | 125 | — | 1,457 | 1,651 | 3,108 | 570 | 1995 | 05/08 | 35 | |
| Tucson, AZ | — | 1,083 | 1,599 | 86 | — | 1,083 | 1,620 | 2,703 | 552 | 1992 | 05/08 | 35 | |
| Tucson, AZ | — | 1,105 | 1,336 | 111 | — | 1,105 | 1,358 | 2,463 | 466 | 1992 | 05/08 | 35 | |
| Soldotna, AK | — | 180 | 891 | — | — | 180 | 891 | 1,071 | 194 | 1985 | 07/14 | 25 | |
| Ashley Furniture: | |||||||||||||
| Altamonte Springs, FL | — | 2,906 | 4,877 | 315 | — | 2,906 | 5,192 | 8,098 | 2,874 | 1997 | 09/97 | 40 | |
| Florissant, MO | — | 896 | 1,057 | 3,058 | — | 899 | 4,113 | 5,012 | 1,132 | 1996 | 04/03 | (g) | 40 |
| Louisville, KY | — | 1,667 | 4,989 | — | — | 1,667 | 4,989 | 6,656 | 1,845 | 2005 | 03/05 | 40 | |
| At Home: | |||||||||||||
| Douglasville, GA | — | 1,588 | 3,916 | — | — | 1,588 | 3,916 | 5,504 | 1,477 | 1987 | 06/12 | 20 | |
| Humble, TX | — | 3,559 | 5,046 | — | — | 3,559 | 5,046 | 8,605 | 1,522 | 2001 | 06/12 | 25 | |
| Noblesville, IN | — | 1,870 | 4,241 | — | — | 1,870 | 4,241 | 6,111 | 1,599 | 1995 | 06/12 | 20 | |
| Sandston, VA | — | 1,972 | 6,599 | — | — | 1,972 | 6,599 | 8,571 | 1,991 | 1996 | 06/12 | 25 | |
| Greensboro, NC | — | 2,121 | 6,460 | — | — | 2,121 | 6,460 | 8,581 | 1,516 | 1998 | 12/12 | 30 | |
| Greenville, SC | — | 1,892 | 5,404 | — | — | 1,727 | 5,404 | 7,131 | 1,162 | 1996 | 08/14 | 25 | |
| Hilliard, OH | — | 1,747 | 4,642 | — | — | 1,836 | 4,514 | 6,350 | 941 | 1994 | 10/14 | 25 | |
| San Antonio, TX | — | 3,818 | 5,922 | — | — | 3,818 | 5,922 | 9,740 | 896 | 1999 | 06/15 | 30 | |
| Colorado Springs, CO | — | 3,173 | 6,928 | — | — | 3,173 | 6,928 | 10,101 | 150 | 1969 | 06/19 | 25 | |
| Kissimmee, FL | — | 2,204 | 5,847 | — | — | 2,204 | 5,847 | 8,051 | 127 | 1992 | 06/19 | 25 | |
| O'Fallon, IL | — | 2,160 | 7,484 | — | — | 2,160 | 7,484 | 9,644 | 162 | 1998 | 06/19 | 25 | |
| AT&T: | |||||||||||||
| Cincinnati, OH | — | 297 | 443 | 347 | — | 312 | 775 | 1,087 | 343 | 1999 | 06/98 | 40 | |
| Auto Solution: | |||||||||||||
| Albuquerque, NM | — | 1,113 | — | 1,443 | — | 1,113 | 1,443 | 2,556 | 518 | 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 | 125 | 1981 | 02/15 | 25 | |
| BankUnited: | |||||||||||||
| Orlando, FL | — | 257 | 287 | — | — | 257 | 72 | 329 | 21 | 1988 | 07/92 | 30 | |
| Bar Louie: | |||||||||||||
| Rochester, NY | — | 792 | 1,535 | 204 | — | 756 | 1,733 | 2,489 | 505 | 1995 | 06/07 | 40 | |
| Barnes & Noble: | |||||||||||||
| Brandon, FL | — | 1,476 | 1,527 | — | — | 1,476 | 1,527 | 3,003 | 954 | 1995 | 08/94 | (f) | 40 |
| Glendale, CO | — | 3,245 | 2,722 | — | — | 3,245 | 2,722 | 5,967 | 1,718 | 1994 | 09/94 | 40 | |
| Plantation, FL | — | 3,616 | 3,498 | — | — | 3,616 | 960 | 4,576 | 199 | 1996 | 05/95 | (f) | 30 |
| Freehold, NJ | — | 2,917 | 2,261 | — | — | 2,917 | 2,261 | 5,178 | 1,352 | 1995 | 01/96 | 40 | |
| Dayton, OH | — | 1,413 | 3,325 | — | — | 1,413 | 3,325 | 4,738 | 1,865 | 1996 | 05/97 | 40 | |
| Redding, CA | — | 497 | 1,626 | — | — | 497 | 1,626 | 2,123 | 916 | 1997 | 06/97 | 40 | |
| Memphis, TN | — | 1,574 | 2,242 | — | — | 1,574 | 2,242 | 3,816 | 892 | 1997 | 09/97 | 40 | |
| Marlton, NJ | — | 2,831 | 4,319 | — | — | 2,709 | 4,319 | 7,028 | 2,281 | 1995 | 11/98 | 40 | |
| Batteries Plus Bulbs: | |||||||||||||
| Sunrise, FL | — | 287 | 424 | 98 | — | 287 | 521 | 808 | 176 | 1979 | 05/04 | 40 | |
| Bay County Tax Collector: | |||||||||||||
| Lynn Haven, FL | — | 797 | 865 | — | — | 797 | 865 | 1,662 | 566 | 1974 | 06/13 | 10 | |
| Bealls: | |||||||||||||
| Sarasota, FL | — | 1,078 | 1,795 | 143 | — | 1,131 | 1,886 | 3,017 | 760 | 1996 | 09/97 | 40 | |
| Beautiful America Dry Cleaners: | |||||||||||||
| Orlando, FL | — | 40 | 111 | — | — | 40 | 111 | 151 | 44 | 2001 | 02/04 | 40 | |
| Bed Bath & Beyond: | |||||||||||||
| Glen Allen, VA | — | 1,184 | 2,843 | 262 | — | 1,267 | 3,021 | 4,288 | 1,307 | 1997 | 06/98 | 40 | |
| Glendale, AZ | — | 1,082 | — | 2,758 | — | 1,082 | 2,758 | 3,840 | 1,411 | 1999 | 12/98 | (g) | 40 |
| Colonie, NY | — | 3,119 | 4,130 | — | — | 3,119 | 4,130 | 7,249 | 740 | 1967 | 08/14 | 30 | |
| BEL Furniture: | |||||||||||||
| Beaumont, TX | — | 614 | 2,177 | — | — | 614 | 2,177 | 2,791 | 902 | 1992 | 09/11 | 20 | |
| Belle Tire: | |||||||||||||
| Lansing, MI | — | 983 | 2,969 | — | — | 983 | 2,969 | 3,952 | 111 | 2005 | 11/18 | 30 | |
| Lapeer, MI | — | 588 | 2,980 | — | — | 588 | 2,980 | 3,568 | 96 | 2013 | 11/18 | 35 | |
| Michigan City, IN | — | 665 | 4,537 | — | — | 665 | 4,537 | 5,202 | 146 | 2017 | 11/18 | 35 | |
| Midland, MI | — | 308 | 3,538 | — | — | 308 | 3,538 | 3,846 | 133 | 2006 | 11/18 | 30 | |
| Mt. Pleasant, MI | — | 308 | 3,740 | — | — | 308 | 3,740 | 4,048 | 120 | 2012 | 11/18 | 35 | |
| Muskegon, MI | — | 733 | 3,114 | — | — | 733 | 3,114 | 3,847 | 100 | 2012 | 11/18 | 35 | |
| Northville, MI | — | 905 | 5,448 | — | — | 905 | 5,448 | 6,353 | 175 | 2017 | 11/18 | 35 | |
| Gaylord, MI | — | 580 | 2,049 | — | — | 580 | 2,049 | 2,629 | 56 | 2018 | 01/19 | 35 | |
| Camby, IN | — | 860 | — | 2,264 | — | 860 | 2,264 | 3,124 | 31 | 2019 | 02/19 | (m) | 40 |
| Columbus, IN | — | 744 | — | 2,435 | — | 744 | 2,435 | 3,179 | 38 | 2019 | 02/19 | (m) | 40 |
| Greenfield, IN | — | 570 | — | 2,342 | — | 570 | 2,342 | 2,912 | 32 | 2019 | 02/19 | (m) | 40 |
| Greenwood, IN | — | 281 | 2,297 | — | — | 281 | 2,297 | 2,578 | 45 | 2019 | 03/19 | 40 | |
| Cumberland, IN | — | 464 | 2,223 | — | — | 464 | 2,223 | 2,687 | 44 | 2019 | 03/19 | 40 | |
| Plainfield, IN | — | 713 | — | 2,419 | — | 713 | 2,419 | 3,132 | 33 | 2019 | 03/19 | (m) | 40 |
| Indianapolis, IN | — | 513 | — | 2,489 | — | 513 | 2,489 | 3,002 | 23 | 2019 | 05/19 | (m) | 40 |
| Whitestown, IN | — | 912 | — | 3,340 | — | 912 | 3,340 | 4,252 | 24 | 2019 | 05/19 | (m) | 40 |
| Bloomington, IN | — | 883 | — | 2,632 | — | 883 | 2,632 | 3,515 | 19 | 2019 | 05/19 | (m) | (k) |
| Lawrence, IN | — | 463 | — | 2,790 | — | 463 | 2,790 | 3,253 | 15 | 2019 | 06/19 | (m) | 40 |
| Merrillville, IN | — | 793 | — | 3,048 | — | 793 | 3,048 | 3,841 | 22 | 2019 | 07/19 | (m) | 40 |
| Petoskey, MI | — | 822 | 2,146 | — | — | 822 | 2,146 | 2,968 | 20 | 2019 | 08/19 | 40 | |
| Fishers, IN | — | 777 | — | — | — | 777 | (e) | 777 | (e) | (e) | 10/19 | (m) | (e) |
| Brownsburg, IN | — | 938 | — | — | — | 938 | (e) | 938 | (e) | (e) | 10/19 | (m) | (e) |
| Lafayette, IN | — | 493 | — | — | — | 493 | (e) | 493 | (e) | (e) | 11/19 | (m) | (e) |
| Terre Haute, IN | — | 838 | — | — | — | 838 | (e) | 838 | (e) | (e) | 11/19 | (m) | (e) |
| West Lafayette, IN | — | 673 | — | — | — | 673 | (e) | 673 | (e) | (e) | 11/19 | (m) | (e) |
| Best Buy: | |||||||||||||
| Brandon, FL | — | 2,985 | 2,772 | — | — | 2,985 | 2,772 | 5,757 | 1,585 | 1996 | 02/97 | 40 | |
| Cuyahoga Falls, OH | — | 3,709 | 2,359 | — | — | 3,703 | 2,359 | 6,062 | 1,330 | 1988 | 06/97 | 40 | |
| Rockville, MD | — | 6,233 | 3,419 | — | — | 6,233 | 3,419 | 9,652 | 1,920 | 1995 | 07/97 | 40 | |
| Fairfax, VA | — | 3,052 | 3,218 | — | — | 3,052 | 3,218 | 6,270 | 1,800 | 1995 | 08/97 | 40 | |
| St Petersburg, FL | — | 4,032 | 2,611 | — | — | 4,032 | 2,611 | 6,643 | 1,312 | 1997 | 09/97 | 35 | |
| North Fayette, PA | — | 2,331 | 2,293 | — | — | 2,331 | 2,293 | 4,624 | 1,235 | 1997 | 06/98 | 40 | |
| Denver, CO | — | 8,882 | 4,373 | — | — | 8,882 | 4,373 | 13,255 | 2,027 | 1991 | 06/01 | 40 | |
| Albuquerque, NM | — | 2,157 | 3,132 | — | — | 2,157 | 3,132 | 5,289 | 1,039 | 1992 | 09/11 | 25 | |
| Arlington, TX | — | 1,372 | 3,890 | — | — | 1,372 | 3,890 | 5,262 | 1,290 | 1991 | 09/11 | 25 | |
| Fort Collins, CO | — | 2,054 | 3,346 | — | — | 2,054 | 3,346 | 5,400 | 1,110 | 1992 | 09/11 | 25 | |
| Fort Worth, TX | — | 687 | 2,177 | — | — | 687 | 2,177 | 2,864 | 602 | 1992 | 09/11 | 30 | |
| Houston, TX | — | 1,409 | 3,095 | — | — | 1,301 | 3,003 | 4,304 | 830 | 1992 | 09/11 | 30 | |
| Nashua, NH | — | 1,028 | 7,052 | — | — | 1,028 | 7,052 | 8,080 | 1,949 | 1999 | 09/11 | 30 | |
| North Attleborough, MA | — | 2,761 | 4,165 | — | — | 2,761 | 4,165 | 6,926 | 1,151 | 1999 | 09/11 | 30 | |
| Schaumburg, IL | — | 3,170 | 4,784 | — | — | 3,170 | 4,784 | 7,954 | 1,984 | 1965 | 09/11 | 20 | |
| Virginia Beach, VA | — | 3,140 | 4,276 | — | — | 3,140 | 4,276 | 7,416 | 1,182 | 1999 | 09/11 | 30 | |
| Big Lots: | |||||||||||||
| Dover, NJ | — | 1,138 | 3,238 | 732 | — | 1,138 | 3,970 | 5,108 | 1,920 | 1995 | 11/98 | 40 | |
| Florence, AL | — | 1,034 | — | 4,857 | — | 851 | 4,857 | 5,708 | 810 | 2012 | 06/04 | (m) | 40 |
| Webster Groves, MO | — | 1,061 | 1,467 | — | — | 1,061 | 1,467 | 2,528 | 167 | 1970 | 04/18 | 15 | |
| Big Sky Mattress: | |||||||||||||
| Helena, MT | — | 658 | 1,568 | — | — | 658 | 1,568 | 2,226 | 175 | 2015 | 03/15 | 40 | |
| Bishop Family Insurance Agency: | |||||||||||||
| Spotsylvania, VA | — | 1,398 | 1,158 | 11 | — | 288 | 210 | 498 | 200 | 1964 | 06/13 | 35 | |
| BJ's Wholesale Club: | |||||||||||||
| Orlando, FL | — | 3,271 | 8,627 | 357 | — | 3,267 | 8,966 | 12,233 | 3,545 | 2001 | 02/04 | 40 | |
| Fairfax, VA | — | 6,792 | 14,941 | — | — | 6,706 | 14,941 | 21,647 | 4,130 | 1992 | 09/11 | 30 | |
| Hamilton, NJ | — | 3,166 | 29,373 | — | — | 3,166 | 29,373 | 32,539 | 6,959 | 2002 | 09/11 | 35 | |
| Hialeah, FL | — | 4,792 | 14,067 | — | — | 4,792 | 14,067 | 18,859 | 3,888 | 2000 | 09/11 | 30 | |
| Roxbury, NJ | — | 3,040 | 16,168 | — | — | 3,040 | 16,168 | 19,208 | 5,362 | 1993 | 09/11 | 25 | |
| W. Hartford, CT | — | 2,846 | 14,299 | — | — | 2,846 | 14,299 | 17,145 | 3,952 | 1996 | 09/11 | 30 | |
| Cape Coral, FL | — | 2,783 | 13,710 | — | — | 2,783 | 13,710 | 16,493 | 1,733 | 2005 | 03/16 | 30 | |
| Voorhees, NJ | — | 3,103 | 14,055 | — | — | 3,103 | 14,055 | 17,158 | 1,737 | 2004 | 04/16 | 30 | |
| Manchester, NH | — | 5,009 | 14,053 | — | — | 5,009 | 14,053 | 19,062 | 839 | 1990 | 03/18 | 30 | |
| Auburn, MA | — | 3,371 | 9,718 | — | — | 3,371 | 9,718 | 13,089 | 113 | 1992 | 09/19 | 25 | |
| Stoughton, MA | — | 5,251 | 10,735 | — | — | 5,251 | 10,735 | 15,986 | 125 | 1991 | 09/19 | 25 | |
| BMW: | |||||||||||||
| Duluth, GA | — | 4,434 | 4,080 | 6,559 | — | 4,504 | 10,639 | 15,143 | 3,830 | 1984 | 12/01 | 40 | |
| Bob Evans: | |||||||||||||
| Amherst, NY | — | 422 | 971 | — | — | 422 | 971 | 1,393 | 120 | 1994 | 04/16 | 30 | |
| Ashland, KY | — | 383 | 913 | — | — | 383 | 913 | 1,296 | 113 | 2003 | 04/16 | 30 | |
| Avon, IN | — | 432 | 609 | — | — | 414 | 609 | 1,023 | 75 | 2004 | 04/16 | 30 | |
| Baltimore, MD | — | 1,138 | 196 | — | — | 1,138 | 196 | 1,334 | 24 | 1993 | 04/16 | 30 | |
| Batavia, NY | — | 599 | 657 | — | — | 599 | 657 | 1,256 | 81 | 1996 | 04/16 | 30 | |
| Beachwood, OH | — | 542 | 108 | — | — | 542 | 108 | 650 | 13 | 2004 | 04/16 | 30 |
See accompanying report of independent registered public accounting firm.
F-12
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Beavercreek, OH | — | 570 | 334 | — | — | 570 | 334 | 904 | 41 | 2003 | 04/16 | 30 |
| Beckley, WV | — | 579 | 824 | — | — | 579 | 824 | 1,403 | 103 | 1992 | 04/16 | 30 |
| Bel Air, MD | — | 911 | 1,147 | — | — | 911 | 1,147 | 2,058 | 142 | 1995 | 04/16 | 30 |
| Benton Harbor, MI | — | 157 | 1,079 | — | — | 157 | 1,079 | 1,236 | 133 | 1989 | 04/16 | 30 |
| Blue Springs, MO | — | 550 | 462 | — | — | 550 | 462 | 1,012 | 57 | 1996 | 04/16 | 30 |
| Brook Park, OH | — | 570 | 570 | — | — | 570 | 570 | 1,140 | 70 | 2002 | 04/16 | 30 |
| Camby, IN | — | 510 | 932 | — | — | 510 | 932 | 1,442 | 115 | 2002 | 04/16 | 30 |
| Canton, MI | — | 776 | 167 | — | — | 776 | 167 | 943 | 21 | 2002 | 04/16 | 30 |
| Canton, MI | — | 804 | 589 | — | — | 804 | 589 | 1,393 | 73 | 2003 | 04/16 | 30 |
| Chesterfield Twp, MI | — | 746 | 491 | — | — | 746 | 491 | 1,237 | 61 | 2003 | 04/16 | 30 |
| Chillicothe, OH | — | 334 | 727 | — | — | 266 | 702 | 968 | 87 | 1995 | 04/16 | 30 |
| Cincinnati, OH | — | 482 | 295 | — | — | 480 | 295 | 775 | 36 | 1997 | 04/16 | 30 |
| Cincinnati, OH | — | 500 | 1,323 | — | — | 500 | 1,323 | 1,823 | 164 | 1999 | 04/16 | 30 |
| Clarksville, IN | — | 726 | 794 | — | — | 726 | 794 | 1,520 | 98 | 2000 | 04/16 | 30 |
| Clearwater, FL | — | 520 | 648 | — | — | 520 | 648 | 1,168 | 96 | 1986 | 04/16 | 25 |
| Clermont, FL | — | 1,011 | 49 | — | — | 1,011 | 49 | 1,060 | 6 | 2006 | 04/16 | 30 |
| Coldwater, MI | — | 324 | 1,020 | — | — | 324 | 1,020 | 1,344 | 151 | 1995 | 04/16 | 25 |
| Columbia, MO | — | 491 | 521 | — | — | 491 | 521 | 1,012 | 64 | 1997 | 04/16 | 30 |
| Columbus, IN | — | 696 | 1,117 | — | — | 696 | 1,117 | 1,813 | 118 | 2005 | 04/16 | 35 |
| Columbus, OH | — | 647 | 1,010 | — | — | 647 | 1,010 | 1,657 | 125 | 1994 | 04/16 | 30 |
| Columbus, OH | — | 432 | 961 | — | — | 432 | 961 | 1,393 | 143 | 1985 | 04/16 | 25 |
| Corning, NY | — | 196 | 1,412 | — | — | 196 | 1,412 | 1,608 | 175 | 1996 | 04/16 | 30 |
| Cross Lanes, WV | — | 354 | 600 | — | — | 354 | 600 | 954 | 89 | 1987 | 04/16 | 25 |
| Dearborn, MI | — | 560 | 579 | — | — | 560 | 579 | 1,139 | 86 | 1984 | 04/16 | 25 |
| Dublin, OH | — | 697 | 677 | — | — | 697 | 677 | 1,374 | 100 | 1985 | 04/16 | 25 |
| Dublin, OH | — | 804 | 559 | — | — | 804 | 559 | 1,363 | 69 | 1996 | 04/16 | 30 |
| Dunkirk, NY | — | 392 | 1,353 | — | — | 392 | 1,353 | 1,745 | 167 | 1994 | 04/16 | 30 |
| Erie, PA | — | 941 | 902 | — | — | 941 | 902 | 1,843 | 134 | 1990 | 04/16 | 25 |
| Erie, PA | — | 451 | 765 | — | — | 451 | 765 | 1,216 | 95 | 1998 | 04/16 | 30 |
| Fairfield, OH | — | 138 | 776 | — | — | 138 | 776 | 914 | 96 | 1999 | 04/16 | 30 |
| Fayetteville, WV | — | 392 | 1,285 | — | — | 392 | 1,285 | 1,677 | 159 | 2006 | 04/16 | 30 |
| Festus, MO | — | 451 | 1,020 | — | — | 451 | 1,020 | 1,471 | 151 | 1990 | 04/16 | 25 |
| Fort Wayne, IN | — | 795 | 451 | — | — | 795 | 451 | 1,246 | 56 | 1997 | 04/16 | 30 |
| Fort Wayne, IN | — | 765 | 716 | — | — | 736 | 716 | 1,452 | 88 | 2003 | 04/16 | 30 |
See accompanying report of independent registered public accounting firm.
F-13
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Franklin, IN | — | 245 | 1,011 | — | — | 245 | 1,011 | 1,256 | 125 | 2003 | 04/16 | 30 |
| Frederick, MD | — | 491 | 491 | — | — | 491 | 491 | 982 | 61 | 1995 | 04/16 | 30 |
| Gahanna, OH | — | 755 | 1,176 | — | — | 755 | 1,176 | 1,931 | 145 | 1994 | 04/16 | 30 |
| Gaylord, MI | — | 618 | 922 | — | — | 618 | 922 | 1,540 | 114 | 1997 | 04/16 | 30 |
| Greenfield, IN | — | 246 | 766 | — | — | 246 | 766 | 1,012 | 95 | 1994 | 04/16 | 30 |
| Greenwood, IN | — | 481 | 883 | — | — | 481 | 883 | 1,364 | 109 | 2002 | 04/16 | 30 |
| Groveport, OH | — | 549 | 1,078 | — | — | 549 | 1,078 | 1,627 | 133 | 2003 | 04/16 | 30 |
| Harborcreek, PA | — | 510 | 609 | — | — | 510 | 609 | 1,119 | 75 | 2004 | 04/16 | 30 |
| Heath, OH | — | 363 | 1,323 | — | — | 363 | 1,323 | 1,686 | 196 | 1986 | 04/16 | 25 |
| Hillsboro, OH | — | 245 | 1,285 | — | — | 245 | 1,285 | 1,530 | 159 | 2004 | 04/16 | 30 |
| Holland, OH | — | 804 | 843 | — | — | 804 | 843 | 1,647 | 125 | 1987 | 04/16 | 25 |
| Indianapolis, IN | — | 559 | 1,088 | — | — | 559 | 1,088 | 1,647 | 135 | 2001 | 04/16 | 30 |
| Indianapolis, IN | — | 569 | 1,157 | — | — | 569 | 1,157 | 1,726 | 143 | 2000 | 04/16 | 30 |
| Indianapolis, IN | — | 765 | 765 | — | — | 765 | 765 | 1,530 | 113 | 1985 | 04/16 | 25 |
| Jackson, MI | — | 608 | 1,029 | — | — | 608 | 1,029 | 1,637 | 127 | 2002 | 04/16 | 30 |
| Jacksonville, FL | — | 696 | 696 | — | — | 696 | 696 | 1,392 | 86 | 2002 | 04/16 | 30 |
| Jamestown, NY | — | 334 | 697 | — | — | 334 | 697 | 1,031 | 86 | 1995 | 04/16 | 30 |
| Lakeland, FL | — | 618 | 540 | — | — | 618 | 540 | 1,158 | 67 | 2005 | 04/16 | 30 |
| Lancaster, PA | — | 647 | 687 | — | — | 647 | 687 | 1,334 | 85 | 1997 | 04/16 | 30 |
| Lansing, MI | — | 588 | 873 | — | — | 588 | 873 | 1,461 | 108 | 2001 | 04/16 | 30 |
| Laurel, MD | — | 716 | 990 | — | — | 716 | 990 | 1,706 | 122 | 1998 | 04/16 | 30 |
| Lewis Center, OH | — | 608 | 1,049 | — | — | 608 | 1,049 | 1,657 | 130 | 2001 | 04/16 | 30 |
| Lewisburg, WV | — | 354 | 619 | — | — | 354 | 619 | 973 | 77 | 2003 | 04/16 | 30 |
| Lexington, KY | — | 432 | 619 | — | — | 432 | 619 | 1,051 | 77 | 2001 | 04/16 | 30 |
| Linthicum Heights, MD | — | 687 | 755 | — | — | 687 | 755 | 1,442 | 93 | 2004 | 04/16 | 30 |
| Livonia, MI | — | 716 | 755 | — | — | 716 | 755 | 1,471 | 112 | 1982 | 04/16 | 25 |
| Logan, WV | — | 314 | 1,285 | — | — | 314 | 1,285 | 1,599 | 159 | 1999 | 04/16 | 30 |
| Logansport, IN | — | 118 | 1,148 | — | — | 118 | 1,148 | 1,266 | 142 | 1994 | 04/16 | 30 |
| London, OH | — | 235 | 1,060 | — | — | 235 | 1,060 | 1,295 | 131 | 2004 | 04/16 | 30 |
| Louisville, KY | — | 815 | 432 | — | — | 815 | 432 | 1,247 | 53 | 2003 | 04/16 | 30 |
| Madison Heights, MI | — | 599 | 667 | — | — | 599 | 667 | 1,266 | 82 | 2000 | 04/16 | 30 |
| Mansfield, OH | — | 275 | 1,069 | — | — | 275 | 1,069 | 1,344 | 132 | 2005 | 04/16 | 30 |
| Marion, IL | — | 344 | 658 | — | — | 344 | 658 | 1,002 | 81 | 1997 | 04/16 | 30 |
| Marion, IN | — | 443 | 364 | — | — | 443 | 364 | 807 | 45 | 1996 | 04/16 | 30 |
See accompanying report of independent registered public accounting firm.
F-14
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Martinsburg, WV | — | 815 | 491 | — | — | 815 | 491 | 1,306 | 61 | 1992 | 04/16 | 30 |
| Maumee, OH | — | 766 | 295 | — | — | 766 | 295 | 1,061 | 36 | 2000 | 04/16 | 30 |
| Medina, OH | — | 402 | 922 | — | — | 402 | 922 | 1,324 | 137 | 1988 | 04/16 | 25 |
| Mentor, OH | — | 667 | 1,039 | — | — | 667 | 1,039 | 1,706 | 128 | 1995 | 04/16 | 30 |
| Merrillville, IN | — | 942 | 422 | — | — | 942 | 422 | 1,364 | 52 | 2004 | 04/16 | 30 |
| Moon Township, PA | — | 452 | 521 | — | — | 452 | 521 | 973 | 77 | 1984 | 04/16 | 25 |
| Morgantown, WV | — | 1,000 | 990 | — | — | 1,000 | 990 | 1,990 | 122 | 1992 | 04/16 | 30 |
| New Albany, OH | — | 539 | 1,431 | — | — | 539 | 1,431 | 1,970 | 177 | 2002 | 04/16 | 30 |
| New Castle, PA | — | 461 | 912 | — | — | 461 | 912 | 1,373 | 113 | 2005 | 04/16 | 30 |
| Ocala, FL | — | 608 | 1,137 | — | — | 608 | 1,137 | 1,745 | 141 | 2000 | 04/16 | 30 |
| Ocala, FL | — | 853 | 706 | — | — | 853 | 706 | 1,559 | 87 | 2005 | 04/16 | 30 |
| Oxford, OH | — | 294 | 1,216 | — | — | 294 | 1,216 | 1,510 | 150 | 1994 | 04/16 | 30 |
| Perrysburg, OH | — | 795 | 363 | — | — | 795 | 363 | 1,158 | 45 | 2001 | 04/16 | 30 |
| Perrysburg, OH | — | 559 | 990 | — | — | 559 | 990 | 1,549 | 147 | 1984 | 04/16 | 25 |
| Pickerington, OH | — | 519 | 1,509 | — | — | 519 | 1,509 | 2,028 | 187 | 1999 | 04/16 | 30 |
| Pittsburgh, PA | — | 491 | 687 | — | — | 491 | 687 | 1,178 | 102 | 1985 | 04/16 | 25 |
| Port Orange, FL | — | 648 | 491 | — | — | 648 | 491 | 1,139 | 61 | 2002 | 04/16 | 30 |
| Powell, OH | — | 824 | 706 | — | — | 824 | 706 | 1,530 | 87 | 2004 | 04/16 | 30 |
| Princeton, WV | — | 363 | 1,255 | — | — | 363 | 1,255 | 1,618 | 155 | 1998 | 04/16 | 30 |
| Richmond, IN | — | 363 | 1,001 | — | — | 363 | 1,001 | 1,364 | 106 | 2003 | 04/16 | 35 |
| Rio Grande, OH | — | 314 | 1,333 | — | — | 314 | 1,333 | 1,647 | 198 | 1962 | 04/16 | 25 |
| Romulus, MI | — | 902 | 628 | — | — | 902 | 628 | 1,530 | 93 | 1988 | 04/16 | 25 |
| Saginaw, MI | — | 648 | 481 | — | — | 648 | 481 | 1,129 | 71 | 1987 | 04/16 | 25 |
| Salisbury, MD | — | 913 | 471 | — | — | 913 | 471 | 1,384 | 58 | 1997 | 04/16 | 30 |
| Somerset, KY | — | 245 | 1,295 | — | — | 245 | 1,295 | 1,540 | 160 | 1995 | 04/16 | 30 |
| South Bloomfield, OH | — | 177 | 1,236 | — | — | 177 | 1,236 | 1,413 | 153 | 2005 | 04/16 | 30 |
| South Euclid, OH | — | 216 | 933 | — | — | 216 | 933 | 1,149 | 99 | 2012 | 04/16 | 35 |
| St. Louis, MO | — | 697 | 589 | — | — | 697 | 589 | 1,286 | 87 | 1986 | 04/16 | 25 |
| St. Petersburg, FL | — | 727 | 324 | — | — | 727 | 324 | 1,051 | 48 | 1986 | 04/16 | 25 |
| Stafford, VA | — | 764 | 1,225 | — | — | 764 | 1,225 | 1,989 | 151 | 2004 | 04/16 | 30 |
| Toledo, OH | — | 745 | 1,225 | — | — | 745 | 1,225 | 1,970 | 182 | 1990 | 04/16 | 25 |
| Waldorf, MD | — | 844 | 657 | — | — | 844 | 657 | 1,501 | 81 | 2004 | 04/16 | 30 |
| Washington C H, OH | — | 304 | 923 | — | — | 304 | 923 | 1,227 | 114 | 1993 | 04/16 | 30 |
| Washington, PA | — | 579 | 501 | — | — | 579 | 501 | 1,080 | 62 | 2003 | 04/16 | 30 |
See accompanying report of independent registered public accounting firm.
F-15
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Watertown, NY | — | 196 | 1,461 | — | — | 196 | 1,461 | 1,657 | 181 | 1996 | 04/16 | 30 | |
| Waverly, OH | — | 226 | 1,226 | — | — | 226 | 1,226 | 1,452 | 152 | 1995 | 04/16 | 30 | |
| West Chester, OH | — | 765 | 706 | — | — | 765 | 706 | 1,471 | 87 | 1999 | 04/16 | 30 | |
| Wilmington, OH | — | 216 | 1,392 | — | — | 216 | 1,392 | 1,608 | 172 | 1993 | 04/16 | 30 | |
| Woodhaven, MI | — | 511 | 599 | — | — | 511 | 599 | 1,110 | 74 | 2000 | 04/16 | 30 | |
| Wooster, OH | — | 216 | 1,109 | — | — | 216 | 1,109 | 1,325 | 137 | 1995 | 04/16 | 30 | |
| Zanesville, OH | — | 363 | 746 | — | — | 363 | 746 | 1,109 | 92 | 2003 | 04/16 | 30 | |
| Zanesville, OH | — | 314 | 1,333 | — | — | 314 | 1,333 | 1,647 | 165 | 2000 | 04/16 | 30 | |
| Bob's Discount Furniture: | |||||||||||||
| Merrillville, IN | — | 981 | — | 7,285 | — | 981 | 7,285 | 8,266 | 660 | 2016 | 09/15 | (m) | 40 |
| Wharton, NJ | — | 1,894 | 4,899 | — | — | 1,894 | 4,899 | 6,793 | 429 | 1981 | 05/17 | 30 | |
| Madison, WI | — | 686 | 2,723 | — | — | 686 | 2,723 | 3,409 | 68 | 1997 | 05/19 | 25 | |
| Bombones Sports Bar: | |||||||||||||
| Dallas, TX | — | 1,138 | 1,025 | 370 | — | 1,138 | 936 | 2,074 | 461 | 1994 | 12/01 | 40 | |
| Bonefish: | |||||||||||||
| Mobile, AL | — | 801 | 2,137 | — | — | 801 | 2,137 | 2,938 | 476 | 2006 | 03/12 | 35 | |
| Books-A-Million: | |||||||||||||
| Newark, DE | — | 2,394 | 4,789 | 33 | — | 2,366 | 4,822 | 7,188 | 3,002 | 1994 | 12/94 | 40 | |
| Bangor, ME | — | 1,547 | 2,487 | — | — | 1,547 | 2,487 | 4,034 | 1,463 | 1996 | 06/96 | 40 | |
| Boot Barn: | |||||||||||||
| Lake Charles, LA | — | 652 | 1,734 | — | — | 652 | 1,734 | 2,386 | 188 | 1998 | 04/17 | 25 | |
| Mesquite, TX | — | 1,375 | 3,849 | — | — | 1,375 | 3,849 | 5,224 | 122 | 1981 | 03/19 | 25 | |
| Boston Market: | |||||||||||||
| North Olmsted, OH | — | 602 | 461 | — | — | 602 | 389 | 991 | 176 | 1996 | 12/01 | 40 | |
| Novi, MI | — | 836 | 651 | — | — | 836 | 298 | 1,134 | 138 | 1995 | 12/01 | 40 | |
| BP: | |||||||||||||
| Jeannette, PA | — | 79 | 235 | — | — | 79 | 235 | 314 | 51 | 1995 | 07/14 | 25 |
See accompanying report of independent registered public accounting firm.
F-16
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Buck's: | |||||||||||||
| St. Louis, MO | — | 776 | — | 3,822 | — | 776 | 3,822 | 4,598 | 1,023 | 2009 | 12/07 | (o) | 40 |
| Glendale Heights, IL | — | 1,662 | — | 3,101 | — | 1,662 | 3,101 | 4,763 | 307 | 2016 | 03/14 | (m) | 40 |
| Omaha, NE | — | 2,662 | — | 3,356 | — | 2,662 | 3,356 | 6,018 | 318 | 2016 | 05/15 | (m) | 40 |
| Council Bluffs, IA | — | 374 | 2,187 | 386 | — | 376 | 2,573 | 2,949 | 380 | 2015 | 06/15 | (m) | 30 |
| Buffalo Wild Wings: | |||||||||||||
| Michigan City, IN | — | 163 | 492 | — | — | 163 | 492 | 655 | 222 | 1996 | 12/01 | 40 | |
| Burger King: | |||||||||||||
| Clifton Park, NY | — | 199 | 1,639 | — | — | 199 | 1,639 | 1,838 | 228 | 2004 | 02/15 | 35 | |
| Colorado Springs, CO | — | 638 | 1,047 | — | — | 638 | 1,047 | 1,685 | 204 | 1978 | 02/15 | 25 | |
| Durham, NC | — | 566 | 555 | — | — | 566 | 555 | 1,121 | 90 | 1998 | 02/15 | 30 | |
| Durham, NC | — | 604 | 581 | — | — | 604 | 581 | 1,185 | 94 | 2005 | 02/15 | 30 | |
| Farmington, ME | — | 461 | 708 | — | — | 461 | 708 | 1,169 | 115 | 1980 | 02/15 | 30 | |
| Yakima, WA | — | 596 | 1,110 | — | — | 596 | 1,110 | 1,706 | 180 | 1979 | 02/15 | 30 | |
| Fairfield, OH | — | 382 | 1,146 | 350 | — | 382 | 1,496 | 1,878 | 159 | 1984 | 03/15 | 35 | |
| Burlington Coat Factory: | |||||||||||||
| Lacey, WA | — | 2,777 | 7,082 | 3,617 | — | 2,777 | 10,700 | 13,477 | 4,816 | 1992 | 02/97 | 40 | |
| Chesterfield, MO | — | 2,742 | 6,469 | 147 | — | 2,742 | 6,616 | 9,358 | 738 | 2015 | 04/15 | 40 | |
| C&C Gymnastics: | |||||||||||||
| Augusta, GA | — | 177 | 674 | — | — | 177 | 674 | 851 | 304 | 1998 | 12/01 | 40 | |
| Cafe Royal: | |||||||||||||
| New Castle, IN | — | 113 | 19 | — | — | 113 | 19 | 132 | 6 | 1991 | 07/11 | 25 | |
| Caliber Collision: | |||||||||||||
| Alvin, TX | — | 400 | 712 | — | — | 400 | 712 | 1,112 | 316 | 1984 | 02/11 | 20 | |
| Galveston, TX | — | 361 | 789 | — | — | 361 | 789 | 1,150 | 350 | 1965 | 02/11 | 20 | |
| Houston, TX | — | 348 | 1,731 | — | — | 348 | 1,731 | 2,079 | 614 | 1987 | 02/11 | 25 | |
| Copperas Cove, TX | — | 269 | 1,436 | — | — | 269 | 1,436 | 1,705 | 327 | 1972 | 01/12 | 35 | |
| Killeen, TX | — | 408 | 2,171 | — | — | 408 | 2,171 | 2,579 | 691 | 1986 | 01/12 | 25 |
See accompanying report of independent registered public accounting firm.
F-17
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Austin, TX | — | 1,071 | 3,412 | — | — | 1,071 | 3,412 | 4,483 | 1,075 | 1975 | 02/12 | 25 | |
| Gilbert, AZ | — | 474 | 1,543 | — | — | 474 | 1,543 | 2,017 | 392 | 2003 | 05/12 | 30 | |
| Spring, TX | — | 913 | 2,307 | — | — | 913 | 2,307 | 3,220 | 580 | 2006 | 06/12 | 30 | |
| Tomball, TX | — | 414 | 1,281 | — | — | 414 | 1,281 | 1,695 | 276 | 2009 | 06/12 | 35 | |
| Edmond, OK | — | 472 | 1,437 | — | — | 472 | 1,437 | 1,909 | 325 | 1964 | 03/13 | 30 | |
| Duluth, GA | — | 855 | 2,791 | — | — | 853 | 2,791 | 3,644 | 322 | 1996 | 07/16 | 30 | |
| San Antonio, TX | — | 717 | 2,768 | — | — | 717 | 2,768 | 3,485 | 383 | 1984 | 07/16 | 25 | |
| Naperville, IL | — | 305 | 1,145 | — | — | 305 | 1,145 | 1,450 | 55 | 1993 | 10/18 | 25 | |
| Naperville, IL | — | 211 | 1,163 | — | — | 211 | 1,163 | 1,374 | 70 | 1985 | 10/18 | 20 | |
| Schiller Park, IL | — | 439 | 2,374 | — | — | 439 | 2,374 | 2,813 | 143 | 1970 | 10/18 | 20 | |
| Mansfield, TX | — | 499 | 3,454 | — | — | 499 | 3,454 | 3,953 | 83 | 2018 | 01/19 | 40 | |
| Turnersville, NJ | — | 936 | 3,988 | — | — | 936 | 3,988 | 4,924 | 127 | 1988 | 01/19 | 30 | |
| Rockford, IL | — | 333 | 1,937 | — | — | 333 | 1,937 | 2,270 | 68 | 1998 | 02/19 | 25 | |
| Pembroke Pines, FL | — | 1,637 | 3,480 | — | — | 1,637 | 3,480 | 5,117 | 69 | 2018 | 03/19 | 40 | |
| Altamonte Springs, FL | — | 875 | 4,124 | — | — | 875 | 4,124 | 4,999 | 82 | 2019 | 03/19 | 40 | |
| Huntersville, NC | — | 1,414 | 3,154 | — | — | 1,414 | 3,154 | 4,568 | 43 | 2019 | 06/19 | 40 | |
| Camping World: | |||||||||||||
| Vacaville, CA | — | 2,467 | 6,575 | — | — | 2,467 | 6,575 | 9,042 | 1,777 | 2008 | 07/10 | 35 | |
| North Little Rock, AR | — | 1,198 | 3,348 | 5,596 | — | 1,789 | 8,363 | 10,152 | 1,310 | 2007 | 09/10 | (m) | 35 |
| Strafford, MO | — | 1,278 | 3,694 | 2,099 | — | 1,846 | 5,225 | 7,071 | 1,205 | 2007 | 09/10 | (o) | 35 |
| Avondale, AZ | — | 1,976 | 3,040 | 3,200 | — | 1,976 | 6,239 | 8,215 | 1,385 | 2009 | 05/11 | (o) | 35 |
| Mesa, AZ | — | 3,972 | 2,046 | 981 | — | 3,975 | 3,027 | 7,002 | 994 | 1983 | 05/11 | 25 | |
| Bowling Green, KY | — | 584 | 2,481 | — | — | 584 | 2,481 | 3,065 | 600 | 2007 | 07/11 | 35 | |
| Council Bluffs, IA | — | 2,013 | 2,806 | 2,187 | — | 2,955 | 4,048 | 7,003 | 792 | 2008 | 07/11 | (o) | 35 |
| Roanoke, VA | — | 2,046 | 5,050 | 2,590 | — | 3,563 | 6,122 | 9,685 | 1,319 | 2008 | 07/11 | 35 | |
| Golden, CO | — | 5,516 | — | 8,175 | — | 6,446 | 7,246 | 13,692 | 1,332 | 2012 | 10/11 | (m) | 40 |
| Kissimmee, FL | — | 1,578 | 2,783 | — | — | 1,578 | 2,783 | 4,361 | 895 | 1979 | 12/11 | 25 | |
| La Mirada, CA | — | 3,593 | 911 | — | — | 3,577 | 907 | 4,484 | 243 | 1996 | 12/11 | 30 | |
| Nashville, TN | — | 1,155 | 1,034 | 5,665 | — | 3,626 | 4,235 | 7,861 | 916 | 1985 | 12/11 | (o) | 40 |
| Valencia, CA | — | 4,788 | 4,191 | — | — | 4,766 | 4,179 | 8,945 | 1,344 | 1980 | 12/11 | 25 | |
| Calera, AL | — | 1,204 | 3,075 | — | — | 1,204 | 3,075 | 4,279 | 685 | 2008 | 03/12 | 35 | |
| Cocoa, FL | — | 1,194 | 1,876 | — | — | 1,194 | 1,876 | 3,070 | 466 | 1981 | 07/12 | 30 | |
| Dover, FL | — | 2,431 | 9,658 | 3,047 | — | 5,478 | 9,658 | 15,136 | 1,841 | 2013 | 01/13 | 35 | |
| Grain Valley, MO | — | 1,210 | 2,908 | 3,441 | — | 2,533 | 5,026 | 7,559 | 738 | 2003 | 09/13 | (o) | 35 |
| Lubbock, TX | — | 775 | 3,998 | — | — | 775 | 3,998 | 4,773 | 838 | 1997 | 09/13 | 30 | |
| Olive Branch, MS | — | 3,163 | — | 3,836 | — | 3,163 | 3,836 | 6,999 | 523 | 2014 | 11/13 | (m) | 40 |
| Cedar Falls, IA | — | 1,924 | 3,810 | 1,158 | — | 1,924 | 4,968 | 6,892 | 914 | 2004 | 03/14 | (o) | 30 |
| Akron, OH | — | 1,221 | 7,868 | — | — | 1,221 | 7,868 | 9,089 | 1,508 | 1991 | 03/15 | 25 | |
| Anniston, AL | — | 3,206 | 5,328 | 1,264 | — | 3,206 | 6,594 | 9,800 | 1,017 | 2007 | 03/15 | (o) | 30 |
| Richmond, IN | — | 1,096 | 1,424 | 3,104 | — | 2,062 | 3,562 | 5,624 | 467 | 1998 | 03/15 | (o) | 35 |
| Marion, NC | — | 1,712 | 5,317 | — | — | 1,712 | 5,317 | 7,029 | 966 | 2003 | 06/15 | 25 | |
| Syracuse, NY | — | 1,070 | 8,573 | — | — | 1,070 | 8,573 | 9,643 | 1,298 | 2001 | 06/15 | 30 | |
| Jackson, MS | — | 1,690 | 4,241 | — | — | 1,690 | 4,241 | 5,931 | 464 | 2015 | 08/15 | 40 | |
| Davenport, IA | — | 1,535 | 4,498 | — | — | 1,535 | 4,498 | 6,033 | 394 | 1992 | 05/17 | 30 | |
| Thornburg, VA | — | 1,698 | 3,860 | — | — | 1,698 | 3,860 | 5,558 | 405 | 1989 | 05/17 | 25 | |
| Anderson, CA | — | 763 | 2,450 | — | — | 763 | 2,450 | 3,213 | 85 | 2004 | 12/18 | 30 | |
| Apollo, PA | — | 303 | 2,324 | — | — | 303 | 2,324 | 2,627 | 69 | 2015 | 12/18 | 35 | |
| Bartow, FL | — | 1,005 | 4,573 | — | — | 1,005 | 4,573 | 5,578 | 159 | 2001 | 12/18 | 30 | |
| Dothan, AL | — | 1,245 | 3,337 | — | — | 1,245 | 3,337 | 4,582 | 139 | 1991 | 12/18 | 25 | |
| Greenwood, IN | — | 2,170 | 4,323 | — | — | 2,170 | 4,323 | 6,493 | 180 | 1990 | 12/18 | 25 | |
| Lubbock, TX | — | 512 | 1,314 | — | — | 512 | 1,314 | 1,826 | 55 | 1985 | 12/18 | 25 | |
| Newport News, VA | — | 2,697 | 4,342 | — | — | 2,697 | 4,342 | 7,039 | 151 | 2004 | 12/18 | 30 | |
| Oklahoma City, OK | — | 635 | 4,378 | — | — | 635 | 4,378 | 5,013 | 152 | 2012 | 12/18 | 30 | |
| Alvarado, TX | — | 688 | 11,899 | — | — | 688 | 11,899 | 12,587 | 333 | 2008 | 02/19 | 30 | |
| Pasco, WA | — | 1,708 | 6,321 | — | — | 1,708 | 6,321 | 8,029 | 68 | 2017 | 08/19 | 35 | |
| Captain D's: | |||||||||||||
| Tupelo, MS | — | 360 | 517 | — | — | 360 | 517 | 877 | 84 | 1999 | 02/15 | 30 | |
| Ft. Worth, TX | — | 254 | 563 | — | — | 254 | 563 | 817 | 135 | 1982 | 03/15 | 20 | |
| Kingsland, GA | — | 570 | — | 844 | — | 570 | 844 | 1,414 | 83 | 2015 | 09/15 | (m) | 40 |
| Dothan, AL | — | 159 | 1,075 | — | — | 159 | 1,075 | 1,234 | 145 | 1985 | 12/15 | 30 | |
| Boiling Springs, SC | — | 214 | — | 1,181 | — | 214 | 1,181 | 1,395 | 112 | 2003 | 02/16 | (o) | 40 |
| Hermitage, TN | — | 546 | 348 | — | — | 546 | 348 | 894 | 52 | 1976 | 04/16 | 25 | |
| Easley, SC | — | 690 | — | 794 | — | 690 | 794 | 1,484 | 62 | 2016 | 06/16 | (m) | 40 |
| Augusta, GA | — | 573 | 869 | — | — | 573 | 869 | 1,442 | 112 | 1986 | 10/16 | 25 | |
| Augusta, GA | — | 227 | 1,136 | — | — | 227 | 1,136 | 1,363 | 146 | 1993 | 10/16 | 25 | |
| Augusta, GA | — | 296 | 1,274 | — | — | 296 | 1,274 | 1,570 | 117 | 2014 | 10/16 | 35 | |
| Augusta, GA | — | 288 | 268 | — | — | 288 | 268 | 556 | 34 | 1985 | 10/16 | 25 | |
| Eastman, GA | — | 228 | 693 | — | — | 228 | 693 | 921 | 89 | 1987 | 10/16 | 25 | |
| Fort Valley, GA | — | 208 | 841 | — | — | 208 | 841 | 1,049 | 67 | 1987 | 10/16 | 40 | |
| Macon, GA | — | 237 | 1,303 | — | — | 237 | 1,303 | 1,540 | 167 | 1982 | 10/16 | 25 | |
| Perry, GA | — | 247 | 1,353 | — | — | 247 | 1,353 | 1,600 | 174 | 1972 | 10/16 | 25 | |
| Baton Rouge, LA | — | 890 | — | 864 | — | 890 | 864 | 1,754 | 55 | 2017 | 12/16 | 40 | |
| Columbia, SC | — | 252 | 756 | — | — | 252 | 756 | 1,008 | 89 | 1976 | 01/17 | 25 | |
| Canton, GA | — | 456 | 753 | — | — | 456 | 753 | 1,209 | 84 | 1984 | 03/17 | 25 | |
| Milwaukee, WI | — | 300 | — | 938 | — | 300 | 938 | 1,238 | 59 | 1977 | 03/17 | (o) | 30 |
| Lugoff, SC | — | 255 | 963 | — | — | 255 | 963 | 1,218 | 87 | 2003 | 04/17 | 30 | |
| North Augusta, SC | — | 265 | 1,060 | — | — | 265 | 1,060 | 1,325 | 96 | 1993 | 04/17 | 30 | |
| Orangeburg, SC | — | 343 | 1,588 | — | — | 343 | 1,588 | 1,931 | 172 | 1988 | 04/17 | 25 | |
| Sumter, SC | — | 403 | 717 | — | — | 403 | 717 | 1,120 | 65 | 2006 | 04/17 | 30 | |
| Crestview, FL | — | 383 | 874 | — | — | 383 | 874 | 1,257 | 83 | 1989 | 08/17 | 25 | |
| Milwaukee, WI (n) | — | 347 | — | 914 | — | 347 | 914 | 1,261 | 5 | 2019 | 03/19 | (m) | (k) |
| Moultrie, GA | — | 99 | 1,104 | — | — | 99 | 1,104 | 1,203 | 26 | 1987 | 04/19 | 30 | |
| Thomasville, GA | — | 246 | 1,064 | — | — | 246 | 1,064 | 1,310 | 30 | 1977 | 04/19 | 25 | |
| Dade City, FL | — | 335 | 974 | — | — | 335 | 974 | 1,309 | 20 | 1983 | 05/19 | 30 | |
| Pell City, AL | — | 181 | 682 | — | — | 181 | 682 | 863 | 3 | 1994 | 11/19 | 30 | |
| Cardenas Markets: | |||||||||||||
| Palo Alto, CA | — | 2,272 | 3,405 | 28 | — | 2,272 | 3,433 | 5,705 | 1,779 | 1998 | 12/98 | (f) | 40 |
| Carl's Jr.: | |||||||||||||
| Spokane, WA | — | 471 | 530 | — | — | 471 | 530 | 1,001 | 239 | 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 | 139 | 1965 | 12/10 | 20 | |
| Appleton, WI | — | 85 | 438 | — | — | 85 | 438 | 523 | 132 | 1995 | 12/10 | 30 | |
| Baker, MT | — | 12 | 140 | — | — | 12 | 140 | 152 | 63 | 1965 | 12/10 | 20 | |
| Bakersfield, CA | — | 77 | 484 | — | — | 32 | 484 | 516 | 219 | 1945 | 12/10 | 20 | |
| Bay City, MI | — | 41 | 282 | — | — | 41 | 282 | 323 | 102 | 1989 | 12/10 | 25 | |
| Billings, MT | — | 31 | 188 | — | — | 31 | 188 | 219 | 68 | 1970 | 12/10 | 25 | |
| Bozeman, MT | — | 28 | 257 | — | — | 25 | 257 | 282 | 116 | 1964 | 12/10 | 20 | |
| Burlington, NC (n) | — | 47 | 229 | — | — | 47 | 229 | 276 | 69 | 1994 | 12/10 | 30 | |
| Cody, WY | — | 146 | 253 | — | — | 96 | 253 | 349 | 76 | 1999 | 12/10 | 30 | |
| Colstrip, MT | — | 39 | 275 | — | — | 39 | 275 | 314 | 99 | 1981 | 12/10 | 25 | |
| Cut Bank, MT | — | 9 | 115 | — | — | 9 | 115 | 124 | 52 | 1937 | 12/10 | 20 | |
| Dillon, MT (n) | — | 24 | 204 | — | — | 24 | 204 | 228 | 92 | 1973 | 12/10 | 20 | |
| Enterprise, AL | — | 25 | 184 | — | — | 25 | 184 | 209 | 66 | 1988 | 12/10 | 25 | |
| Fairbanks, AK | — | 292 | 545 | — | — | 292 | 545 | 837 | 141 | 2003 | 12/10 | 35 | |
| Glasgow, MT | — | 48 | 275 | — | — | 48 | 275 | 323 | 124 | 1972 | 12/10 | 20 | |
| Great Falls, MT | — | 17 | 173 | — | — | 17 | 173 | 190 | 78 | 1967 | 12/10 | 20 | |
| Hamilton, MT (n) | — | 24 | 242 | — | — | 24 | 242 | 266 | 88 | 1991 | 12/10 | 25 | |
| Harlem, MT | — | 17 | 116 | — | — | 17 | 116 | 133 | 42 | 1983 | 12/10 | 25 | |
| Helena, MT | — | 31 | 282 | — | — | 31 | 282 | 313 | 102 | 1987 | 12/10 | 25 | |
| Kalispell, MT | — | 59 | 645 | — | — | 59 | 645 | 704 | 194 | 1998 | 12/10 | 30 | |
| Lafayette, LA (n) | — | 51 | 357 | — | — | 51 | 357 | 408 | 108 | 1996 | 12/10 | 30 | |
| Lewistown, MT | — | 19 | 180 | — | — | 19 | 180 | 199 | 65 | 1964 | 12/10 | 25 | |
| Livingston, MT | — | 34 | 261 | — | — | 34 | 261 | 295 | 118 | 1976 | 12/10 | 20 | |
| Lufkin, TX (n) | — | 94 | 229 | — | — | 94 | 229 | 323 | 104 | 1986 | 12/10 | 20 | |
| Malta, MT | — | 19 | 181 | — | — | 19 | 181 | 200 | 65 | 1976 | 12/10 | 25 | |
| Memphis, TN (n) | — | 38 | 199 | — | — | 38 | 199 | 237 | 72 | 1987 | 12/10 | 25 | |
| Metamora, IL | — | 69 | 292 | — | — | 69 | 292 | 361 | 88 | 1996 | 12/10 | 30 | |
| Nicholasville, KY (n) | — | 54 | 241 | — | — | 54 | 241 | 295 | 87 | 1988 | 12/10 | 25 | |
| Oshkosh, WI | — | 99 | 224 | — | — | 99 | 224 | 323 | 67 | 1999 | 12/10 | 30 | |
| Overland, MO | — | 68 | 370 | — | — | 68 | 370 | 438 | 167 | 1961 | 12/10 | 20 | |
| Owosso, MI (n) | — | 50 | 264 | — | — | 50 | 264 | 314 | 95 | 1986 | 12/10 | 25 | |
| Pearl, MS | — | 43 | 195 | — | — | 43 | 195 | 238 | 59 | 1989 | 12/10 | 30 | |
| Powell, WY | — | 37 | 182 | — | — | 37 | 182 | 219 | 66 | 1978 | 12/10 | 25 | |
| Riverton, WY | — | 99 | 300 | — | — | 99 | 300 | 399 | 109 | 1978 | 12/10 | 25 | |
| Roundup, MT | — | 23 | 205 | — | — | 23 | 205 | 228 | 93 | 1972 | 12/10 | 20 | |
| Sheboygan, WI (n) | — | 77 | 370 | — | — | 77 | 370 | 447 | 95 | 2007 | 12/10 | 35 | |
| Shelby, MT | — | 20 | 208 | — | — | 20 | 208 | 228 | 94 | 1976 | 12/10 | 20 | |
| Sidney, MT | — | 42 | 395 | — | — | 42 | 395 | 437 | 179 | 1962 | 12/10 | 20 | |
| Spartanburg, SC | — | 53 | 252 | — | — | 53 | 252 | 305 | 91 | 1972 | 12/10 | 25 | |
| Sulphur, LA (n) | — | 31 | 216 | — | — | 31 | 216 | 247 | 98 | 1984 | 12/10 | 20 | |
| Wasilla, AK | — | 227 | 504 | — | — | 227 | 504 | 731 | 130 | 2002 | 12/10 | 35 | |
| Whitefish, MT | — | 30 | 227 | — | — | 30 | 227 | 257 | 68 | 1993 | 12/10 | 30 | |
| Williston, ND (n) | — | 35 | 297 | — | — | 35 | 297 | 332 | 90 | 1999 | 12/10 | 30 | |
| Mt. Pleasant, MI (n) | — | 85 | 207 | — | — | 85 | 207 | 292 | 74 | 1984 | 02/11 | 25 | |
| Billings, MT | — | 66 | 291 | — | — | 66 | 291 | 357 | 98 | 1994 | 07/11 | 25 | |
| Spokane, WA | — | 75 | 56 | — | — | 75 | 56 | 131 | 24 | 1955 | 07/11 | 20 | |
| Missoula, MT | — | 99 | 367 | — | — | 99 | 367 | 466 | 149 | 1965 | 11/11 | 20 | |
| Sheridan, WY | — | 198 | 385 | — | — | 198 | 385 | 583 | 157 | 1980 | 11/11 | 20 | |
| Sauk Centre, MN | — | 64 | 85 | — | — | 64 | 85 | 149 | 28 | 1958 | 11/11 | 25 | |
| Watford City, ND | — | 31 | 124 | — | — | 31 | 124 | 155 | 40 | 1974 | 11/11 | 25 | |
| Worland, WY (n) | — | 48 | 193 | — | — | 48 | 193 | 241 | 74 | 1949 | 04/12 | 20 | |
| Anchorage, AK | — | 315 | 92 | — | — | 315 | 92 | 407 | 35 | 1971 | 06/12 | 20 | |
| Havre, MT | — | 29 | 305 | — | — | 29 | 305 | 334 | 115 | 1964 | 06/12 | 20 | |
| San Antonio, TX | — | 137 | 361 | — | — | 137 | 361 | 498 | 120 | 1980 | 05/13 | 20 | |
| San Antonio, TX | — | 87 | 719 | — | — | 87 | 719 | 806 | 190 | 1973 | 05/13 | 25 | |
| Jackson, MS | — | 253 | — | 604 | — | 253 | 604 | 857 | 91 | 2013 | 06/13 | (m) | 40 |
| Carrabba's: | |||||||||||||
| Canton, MI | — | 685 | 1,687 | — | — | 685 | 1,687 | 2,372 | 438 | 2002 | 03/12 | 30 | |
| Dallas, TX | — | 672 | 1,078 | — | — | 672 | 1,078 | 1,750 | 280 | 2000 | 03/12 | 30 | |
| Gainesville, FL | — | 922 | 1,944 | — | — | 922 | 1,944 | 2,866 | 505 | 2001 | 03/12 | 30 | |
| Jacksonville, FL | — | 1,140 | 1,428 | — | — | 1,140 | 1,428 | 2,568 | 371 | 2001 | 03/12 | 30 | |
| Mason, OH | — | 653 | 2,267 | — | — | 653 | 2,267 | 2,920 | 589 | 2000 | 03/12 | 30 | |
| Maumee, OH | — | 525 | 2,684 | — | — | 525 | 2,684 | 3,209 | 697 | 2002 | 03/12 | 30 | |
| Mobile, AL | — | 633 | 1,909 | — | — | 633 | 1,909 | 2,542 | 496 | 2001 | 03/12 | 30 | |
| Pensacola, FL | — | 734 | 1,854 | — | — | 734 | 1,854 | 2,588 | 413 | 2003 | 03/12 | 35 | |
| Waldorf, MD | — | 1,473 | 2,199 | — | — | 1,473 | 2,199 | 3,672 | 490 | 2007 | 03/12 | 35 | |
| Carvana: | |||||||||||||
| Austin, TX | — | 1,045 | 1,969 | — | — | 1,045 | 1,969 | 3,014 | 133 | 2017 | 04/17 | 40 | |
| Carvers: | |||||||||||||
| Centerville, OH | — | 851 | 1,059 | — | — | 851 | 1,059 | 1,910 | 478 | 1986 | 12/01 | 40 |
See accompanying report of independent registered public accounting firm.
F-18
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Cascadia Vehicle Tents: | |||||||||||||
| Bend, OR | — | 125 | 245 | — | — | 125 | 245 | 370 | 148 | 1935 | 12/10 | 15 | |
| Cell Pro: | |||||||||||||
| Ridgeland, MS | — | 436 | 523 | 147 | — | 436 | 670 | 1,106 | 258 | 1997 | 12/05 | 40 | |
| Chair King: | |||||||||||||
| Grapevine, TX | — | 1,018 | 2,067 | 377 | — | 1,018 | 2,444 | 3,462 | 1,199 | 1998 | 06/98 | 40 | |
| Champps: | |||||||||||||
| Irving, TX | — | 1,760 | 1,724 | — | — | 1,760 | 1,724 | 3,484 | 778 | 2000 | 12/01 | 40 | |
| Charleston Auto Auction: | |||||||||||||
| Moncks Corner, SC | — | 1,628 | 5,911 | 471 | — | 1,628 | 6,383 | 8,011 | 895 | 2000 | 09/15 | (o) | 30 |
| Cheddar's Cafe: | |||||||||||||
| Baytown, TX | — | 858 | 2,251 | — | — | 858 | 2,251 | 3,109 | 509 | 2010 | 12/10 | 40 | |
| West Monroe, LA | — | 907 | 2,301 | — | — | 907 | 2,301 | 3,208 | 515 | 2010 | 01/11 | 40 | |
| Selma, TX | — | 1,446 | — | 2,439 | — | 1,446 | 2,439 | 3,885 | 506 | 2011 | 03/11 | (m) | 40 |
| Jonesboro, AR | — | 1,206 | — | 2,459 | — | 1,206 | 2,459 | 3,665 | 499 | 2011 | 05/11 | (m) | 40 |
| Hattiesburg, MS (n) | — | 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 | 431 | 2013 | 04/13 | (m) | 40 |
| Liberty, MO | — | 1,313 | — | 3,140 | — | 1,313 | 3,140 | 4,453 | 468 | 2014 | 07/13 | (m) | 40 |
| Alcoa, TN | — | 1,537 | 3,003 | — | — | 1,537 | 3,003 | 4,540 | 218 | 2010 | 06/17 | 35 | |
| Asheville, NC | — | 1,540 | 2,785 | — | — | 1,540 | 2,785 | 4,325 | 236 | 2006 | 06/17 | 30 | |
| Charlotte, NC | — | 1,326 | 2,795 | — | — | 1,326 | 2,795 | 4,121 | 237 | 2004 | 06/17 | 30 | |
| Cordova, TN | — | 1,869 | 2,411 | — | — | 1,869 | 2,411 | 4,280 | 175 | 2013 | 06/17 | 35 | |
| Knoxville, TN | — | 1,444 | 3,086 | — | — | 1,444 | 3,086 | 4,530 | 224 | 2011 | 06/17 | 35 | |
| Morgantown, WV | — | 1,530 | 2,966 | — | — | 1,530 | 2,966 | 4,496 | 215 | 2011 | 06/17 | 35 | |
| Triadelphia, WV | — | 1,200 | 3,449 | — | — | 1,200 | 3,449 | 4,649 | 250 | 2008 | 06/17 | 35 | |
| Chili's: | |||||||||||||
| Camden, SC | — | 627 | 1,888 | — | — | 627 | 1,888 | 2,515 | 674 | 2005 | 09/05 | 40 | |
| Milledgeville, GA | — | 516 | 1,997 | — | — | 516 | 1,997 | 2,513 | 713 | 2005 | 09/05 | 40 |
See accompanying report of independent registered public accounting firm.
F-19
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Albany, GA | — | 615 | — | 1,984 | — | 615 | 1,984 | 2,599 | 606 | 2007 | 06/07 | (m) | 40 |
| Statesboro, GA | — | 703 | — | 1,888 | — | 703 | 1,888 | 2,591 | 572 | 2007 | 06/07 | (m) | 40 |
| Florence, SC | — | 889 | 1,715 | — | — | 889 | 1,715 | 2,604 | 538 | 2007 | 06/07 | 40 | |
| Valdosta, GA | — | 716 | — | 1,871 | — | 716 | 1,871 | 2,587 | 563 | 2007 | 07/07 | (m) | 40 |
| Tifton, GA | — | 454 | 1,550 | — | — | 454 | 1,550 | 2,004 | 434 | 2008 | 06/08 | 40 | |
| Evans, GA | — | 700 | — | 1,511 | — | 685 | 1,511 | 2,196 | 411 | 2009 | 10/08 | (m) | 40 |
| Jefferson City, MO | — | 305 | 898 | — | — | 305 | 898 | 1,203 | 258 | 2003 | 12/09 | 35 | |
| Merriam, KS | — | 853 | 981 | — | — | 853 | 981 | 1,834 | 328 | 1998 | 12/09 | 30 | |
| Wichita, KS | — | 420 | 623 | — | — | 420 | 623 | 1,043 | 209 | 1995 | 12/09 | 30 | |
| Hutchinson, KS | — | 456 | 1,794 | — | — | 456 | 1,794 | 2,250 | 411 | 2004 | 02/13 | 30 | |
| Lexington, SC | — | 630 | 1,620 | — | — | 630 | 1,620 | 2,250 | 318 | 2008 | 02/13 | 35 | |
| China 1: | |||||||||||||
| Cohoes, NY | — | 16 | 87 | 6 | — | 16 | 93 | 109 | 39 | 1994 | 09/04 | 40 | |
| China Garden: | |||||||||||||
| Tucson, AZ | — | 827 | 305 | 142 | — | 845 | 429 | 1,274 | 172 | 1974 | 12/01 | 40 | |
| Chipotle: | |||||||||||||
| Florissant, MO | — | 50 | 59 | 170 | — | 50 | 228 | 278 | 86 | 2013 | 04/03 | (g) | 40 |
| Chuck E. Cheese's: | |||||||||||||
| Mobile, AL | — | 340 | 951 | — | — | 340 | 951 | 1,291 | 387 | 1981 | 11/11 | 20 | |
| Antioch, TN | — | 459 | 1,738 | — | — | 459 | 1,738 | 2,197 | 632 | 1982 | 07/14 | 15 | |
| Huntsville, AL | — | 382 | 1,182 | — | — | 382 | 1,182 | 1,564 | 322 | 1960 | 07/14 | 20 | |
| Saginaw, MI | — | 489 | 1,203 | — | — | 489 | 1,203 | 1,692 | 328 | 1981 | 07/14 | 20 | |
| Albuquerque, NM | — | 794 | 2,126 | — | — | 794 | 2,126 | 2,920 | 326 | 2003 | 08/14 | 35 | |
| Alexandria, LA | — | 872 | 3,291 | — | — | 872 | 3,291 | 4,163 | 707 | 1983 | 08/14 | 25 | |
| Alpharetta, GA | — | 2,027 | 1,743 | — | — | 2,027 | 1,743 | 3,770 | 312 | 2001 | 08/14 | 30 | |
| Atlanta, GA | — | 1,313 | 1,656 | — | — | 1,313 | 1,656 | 2,969 | 356 | 1982 | 08/14 | 25 | |
| Austin, TX | — | 852 | 4,024 | — | — | 852 | 4,024 | 4,876 | 721 | 2001 | 08/14 | 30 | |
| Batavia, IL | — | 1,214 | 2,664 | — | — | 1,214 | 2,664 | 3,878 | 477 | 1999 | 08/14 | 30 | |
| Birmingham, AL | — | 627 | 3,662 | — | — | 627 | 3,662 | 4,289 | 787 | 1982 | 08/14 | 25 | |
| Columbia, SC | — | 509 | 2,655 | — | — | 509 | 2,655 | 3,164 | 476 | 1983 | 08/14 | 30 |
See accompanying report of independent registered public accounting firm.
F-20
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Conroe, TX | — | 793 | 3,388 | — | — | 793 | 3,388 | 4,181 | 607 | 2001 | 08/14 | 30 |
| Cordova, TN | — | 1,195 | 3,055 | — | — | 1,195 | 3,055 | 4,250 | 547 | 2002 | 08/14 | 30 |
| Denton, TX | — | 833 | 1,245 | — | — | 833 | 1,245 | 2,078 | 191 | 2003 | 08/14 | 35 |
| El Centro, CA | — | 470 | 2,811 | — | — | 470 | 2,811 | 3,281 | 432 | 2005 | 08/14 | 35 |
| Englewood, CO | — | 911 | 3,056 | — | — | 911 | 3,056 | 3,967 | 547 | 1970 | 08/14 | 30 |
| Foothill Ranch, CA | — | 1,088 | 1,391 | — | — | 1,088 | 1,391 | 2,479 | 249 | 2003 | 08/14 | 30 |
| Ft. Wayne, IN | — | 686 | 3,232 | — | — | 686 | 3,232 | 3,918 | 579 | 1985 | 08/14 | 30 |
| Garland, TX | — | 1,224 | 2,302 | — | — | 1,224 | 2,302 | 3,526 | 353 | 2006 | 08/14 | 35 |
| Grand Prairie, TX | — | 1,380 | 4,983 | — | — | 1,380 | 4,983 | 6,363 | 893 | 2001 | 08/14 | 30 |
| Grapevine, TX | — | 1,303 | 2,135 | — | — | 1,303 | 2,135 | 3,438 | 383 | 2002 | 08/14 | 30 |
| Greenville, SC | — | 764 | 3,554 | — | — | 764 | 3,554 | 4,318 | 764 | 1983 | 08/14 | 25 |
| Hickory, NC | — | 647 | 1,686 | — | — | 647 | 1,686 | 2,333 | 259 | 2002 | 08/14 | 35 |
| Horn Lake, MS | — | 960 | 3,388 | — | — | 835 | 3,388 | 4,223 | 520 | 2002 | 08/14 | 35 |
| Jacksonville, FL | — | 1,038 | 4,220 | — | — | 1,038 | 4,220 | 5,258 | 907 | 1981 | 08/14 | 25 |
| Katy, TX | — | 960 | 4,171 | — | — | 960 | 4,171 | 5,131 | 747 | 2002 | 08/14 | 30 |
| Kennesaw, GA | — | 1,332 | 3,818 | — | — | 1,332 | 3,818 | 5,150 | 684 | 1999 | 08/14 | 30 |
| Killeen, TX | — | 832 | 4,876 | — | — | 832 | 4,876 | 5,708 | 749 | 2004 | 08/14 | 35 |
| Lake Charles, LA | — | 853 | 1,539 | — | — | 853 | 1,539 | 2,392 | 276 | 2001 | 08/14 | 30 |
| Littleton, CO | — | 1,234 | 4,288 | — | — | 1,234 | 4,288 | 5,522 | 768 | 1994 | 08/14 | 30 |
| Longview, TX | — | 314 | 1,931 | — | — | 314 | 1,931 | 2,245 | 297 | 2004 | 08/14 | 35 |
| Madison, WI | — | 999 | 1,989 | — | — | 999 | 1,989 | 2,988 | 428 | 1982 | 08/14 | 25 |
| Miamisburg, OH | — | 607 | 4,416 | — | — | 607 | 4,416 | 5,023 | 949 | 1986 | 08/14 | 25 |
| Midland, TX | — | 588 | 2,537 | — | — | 588 | 2,537 | 3,125 | 455 | 2000 | 08/14 | 30 |
| N. Richland Hills, TX | — | 588 | 4,064 | — | — | 588 | 4,064 | 4,652 | 874 | 1982 | 08/14 | 25 |
| Norcross, GA | — | 1,077 | 2,703 | — | — | 1,077 | 2,703 | 3,780 | 581 | 1982 | 08/14 | 25 |
| North Charleston, SC | — | 1,449 | 3,319 | — | — | 1,449 | 3,319 | 4,768 | 595 | 2003 | 08/14 | 30 |
| Oklahoma City, OK | — | 499 | 3,203 | — | — | 499 | 3,203 | 3,702 | 689 | 1982 | 08/14 | 25 |
| Olathe, KS | — | 843 | 736 | — | — | 794 | 736 | 1,530 | 132 | 2002 | 08/14 | 30 |
| Racine, WI | — | 765 | 834 | — | — | 765 | 834 | 1,599 | 149 | 2000 | 08/14 | 30 |
| Roanoke, VA | — | 617 | 4,787 | — | — | 617 | 4,787 | 5,404 | 1,029 | 1983 | 08/14 | 25 |
| San Antonio, TX | — | 1,371 | 2,703 | — | — | 1,371 | 2,703 | 4,074 | 484 | 2001 | 08/14 | 30 |
| San Antonio, TX | — | 793 | 4,670 | — | — | 793 | 4,670 | 5,463 | 1,004 | 1990 | 08/14 | 25 |
| Savannah, GA | — | 1,469 | 2,634 | — | — | 1,469 | 2,634 | 4,103 | 566 | 1982 | 08/14 | 25 |
| Sharonville, OH | — | 696 | 1,597 | — | — | 696 | 1,597 | 2,293 | 343 | 1982 | 08/14 | 25 |
See accompanying report of independent registered public accounting firm.
F-21
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Sterling Heights, MI | — | 725 | 2,322 | — | — | 725 | 2,322 | 3,047 | 416 | 1994 | 08/14 | 30 | |
| Sugarland, TX | — | 1,107 | 3,134 | — | — | 1,107 | 3,134 | 4,241 | 561 | 2002 | 08/14 | 30 | |
| Topeka, KS | — | 373 | 619 | — | — | 373 | 619 | 992 | 111 | 1990 | 08/14 | 30 | |
| Virginia Beach, VA | — | 1,018 | 3,848 | — | — | 1,018 | 3,848 | 4,866 | 827 | 1984 | 08/14 | 25 | |
| Wichita Falls, TX | — | 323 | 3,105 | — | — | 323 | 3,105 | 3,428 | 668 | 1982 | 08/14 | 25 | |
| Wichita, KS | — | 862 | 2,850 | — | — | 862 | 2,850 | 3,712 | 511 | 1991 | 08/14 | 30 | |
| Yuma, AZ | — | 471 | 668 | — | — | 471 | 668 | 1,139 | 103 | 2004 | 08/14 | 35 | |
| Chuy's: | |||||||||||||
| Cincinnati, OH | — | 1,165 | 1,322 | — | — | 1,165 | 1,322 | 2,487 | 281 | 1996 | 05/13 | 30 | |
| Cinemark: | |||||||||||||
| Draper, UT | — | 1,523 | — | 4,487 | — | 1,523 | 4,487 | 6,010 | 968 | 2011 | 08/10 | (m) | 40 |
| Fort Worth, TX | — | 2,140 | — | 7,660 | — | 2,140 | 7,660 | 9,800 | 1,444 | 2012 | 08/11 | (o) | 40 |
| Cincinnati, OH | — | 1,334 | — | 10,206 | — | 1,334 | 10,206 | 11,540 | 1,627 | 2013 | 09/12 | (m) | 40 |
| McCandless, PA | — | 3,094 | — | 6,389 | — | 3,094 | 6,389 | 9,483 | 845 | 2014 | 09/13 | (m) | 40 |
| Marina, CA | — | 15 | — | 5,614 | — | 15 | 5,614 | 5,629 | 591 | 2015 | 08/14 | (m) | 40 |
| Altoona, IA | — | 1,161 | — | 9,923 | — | 1,161 | 9,923 | 11,084 | 961 | 2016 | 01/15 | (m) | 40 |
| Abilene, TX | — | 1,965 | 8,235 | — | — | 1,965 | 8,235 | 10,200 | 489 | 2017 | 08/17 | 40 | |
| City Barbeque: | |||||||||||||
| Charlotte, NC | — | 576 | — | 1,594 | — | 576 | 1,594 | 2,170 | 117 | 2017 | 07/16 | (m) | 40 |
| Claim Jumper: | |||||||||||||
| Roseville, CA | — | 1,557 | 2,014 | — | — | 1,557 | 2,014 | 3,571 | 908 | 2000 | 12/01 | 40 | |
| Tempe, AZ | — | 2,531 | 2,921 | — | — | 2,531 | 2,921 | 5,452 | 1,317 | 2000 | 12/01 | 40 | |
| Clairton Mini Mart: | |||||||||||||
| Clairton, PA | — | 215 | 701 | — | — | 215 | 701 | 916 | 391 | 1986 | 01/06 | 25 | |
| Closson's 3D Truck & Auto: | |||||||||||||
| Benton Harbor, MI | — | 207 | 160 | — | — | 207 | 160 | 367 | 71 | 1978 | 02/11 | 20 |
See accompanying report of independent registered public accounting firm.
F-22
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Cobb Theatre: | |||||||||||||
| Tallahassee, FL | — | 1,267 | — | 18,776 | — | 1,267 | 18,776 | 20,043 | 685 | 2018 | 06/17 | (m) | 40 |
| Continental Rental: | |||||||||||||
| Lapeer, MI | — | 88 | 633 | — | — | 88 | 603 | 691 | 190 | 2007 | 10/05 | 40 | |
| Cool Crest: | |||||||||||||
| Independence, MO | — | 1,838 | 1,534 | 75 | — | 1,838 | 1,609 | 3,447 | 500 | 1988 | 05/07 | 40 | |
| Cooper's Hawk: | |||||||||||||
| New Lenox, IL | — | 1,328 | — | 5,389 | — | 1,328 | 5,389 | 6,717 | 163 | 2018 | 07/18 | (o) | 40 |
| Centerville, OH | — | 2,523 | — | 5,120 | — | 2,523 | 5,120 | 7,643 | 48 | 2019 | 02/19 | (m) | (k) |
| CORA Rehabilitation Clinics: | |||||||||||||
| Orlando, FL | — | 80 | 221 | — | — | 80 | 221 | 301 | 89 | 2001 | 02/04 | 40 | |
| Crest Furniture: | |||||||||||||
| Iselin, NJ | — | 3,750 | 5,983 | — | — | 3,750 | 5,983 | 9,733 | 2,536 | 1994 | 01/03 | 40 | |
| CrossAmerica: | |||||||||||||
| Antioch, IL | — | 261 | 2,244 | — | — | 261 | 2,244 | 2,505 | 273 | 1988 | 12/16 | 25 | |
| Fox Lake, IL | — | 252 | 1,184 | — | — | 252 | 1,184 | 1,436 | 120 | 1997 | 12/16 | 30 | |
| Grayslake, IL | — | 194 | 924 | — | — | 194 | 924 | 1,118 | 112 | 1988 | 12/16 | 25 | |
| Joliet, IL | — | 87 | 1,418 | — | — | 87 | 1,418 | 1,505 | 144 | 2005 | 12/16 | 30 | |
| Lincolnshire, IL | — | 350 | 1,146 | — | — | 350 | 1,146 | 1,496 | 174 | 1984 | 12/16 | 20 | |
| Loves Park, IL | — | 107 | 829 | — | — | 107 | 829 | 936 | 84 | 2000 | 12/16 | 30 | |
| Markham, IL | — | 145 | 1,483 | — | — | 145 | 1,483 | 1,628 | 150 | 2007 | 12/16 | 30 | |
| Matteson, IL | — | 475 | 1,202 | — | — | 475 | 1,202 | 1,677 | 122 | 2001 | 12/16 | 30 | |
| Orland Park, IL | — | 204 | 1,290 | — | — | 204 | 1,290 | 1,494 | 157 | 1992 | 12/16 | 25 | |
| Richton Park, IL | — | 126 | 1,021 | — | — | 126 | 1,021 | 1,147 | 78 | 2005 | 12/16 | 40 | |
| Rockford, IL | — | 97 | 1,205 | — | — | 97 | 1,205 | 1,302 | 122 | 2002 | 12/16 | 30 | |
| Rockford, IL | — | 136 | 1,167 | — | — | 136 | 1,167 | 1,303 | 178 | 1968 | 12/16 | 20 | |
| Rockford, IL | — | 263 | 742 | — | — | 263 | 742 | 1,005 | 75 | 1997 | 12/16 | 30 | |
| Spring Grove, IL | — | 233 | 1,068 | — | — | 233 | 1,068 | 1,301 | 162 | 1987 | 12/16 | 20 |
See accompanying report of independent registered public accounting firm.
F-23
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Wadsworth, IL | — | 398 | 835 | — | — | 398 | 835 | 1,233 | 85 | 1997 | 12/16 | 30 | |
| Wauconda, IL | — | 338 | 2,629 | — | — | 338 | 2,629 | 2,967 | 320 | 1991 | 12/16 | 25 | |
| CSL Plasma: | |||||||||||||
| Homestead, PA | — | 384 | — | 2,240 | — | 465 | 2,240 | 2,705 | 35 | 2019 | 02/97 | (k) | |
| Warner Robins, GA | — | 707 | — | 1,227 | — | 707 | 1,227 | 1,934 | 643 | 1999 | 03/98 | (g) | 40 |
| CVS: | |||||||||||||
| Lafayette, LA | — | 968 | 949 | — | — | 968 | 565 | 1,533 | 39 | 1995 | 01/96 | 25 | |
| Midwest City, OK | — | 673 | 1,103 | — | — | 673 | 1,103 | 1,776 | 657 | 1996 | 03/96 | 40 | |
| Pantego, TX | — | 1,016 | 1,449 | — | — | 1,016 | 1,449 | 2,465 | 817 | 1996 | 06/97 | 40 | |
| Leavenworth, KS | — | 726 | — | 1,331 | — | 726 | 1,331 | 2,057 | 717 | 1998 | 11/97 | (g) | 40 |
| Lewisville, TX | — | 789 | — | 1,335 | — | 789 | 1,335 | 2,124 | 711 | 1998 | 04/98 | (g) | 40 |
| Forest Hill, TX | — | 692 | — | 1,175 | — | 692 | 1,175 | 1,867 | 628 | 1998 | 04/98 | (g) | 40 |
| Garland, TX | — | 1,477 | — | 1,400 | — | 1,455 | 1,400 | 2,855 | 740 | 1998 | 06/98 | (g) | 40 |
| Oklahoma City, OK | — | 1,581 | — | 1,471 | — | 1,581 | 1,471 | 3,052 | 771 | 1999 | 08/98 | (g) | 40 |
| Dallas, TX | — | 2,618 | — | 2,571 | — | 2,618 | 2,571 | 5,189 | 1,042 | 2003 | 06/99 | (g) | 40 |
| Gladstone, MO | — | 1,851 | — | 1,740 | — | 1,851 | 1,740 | 3,591 | 843 | 2000 | 12/99 | (g) | 40 |
| Dairy Queen: | |||||||||||||
| Lubbock, TX | — | 313 | 450 | — | — | 313 | 450 | 763 | 146 | 1981 | 02/15 | 15 | |
| Dave & Buster's: | |||||||||||||
| Hilliard, OH | — | 934 | 4,689 | — | — | 934 | 4,689 | 5,623 | 1,539 | 1998 | 11/06 | 40 | |
| Tulsa, OK | — | 1,862 | — | 2,105 | — | 1,862 | 2,105 | 3,967 | 577 | 2009 | 04/08 | (m) | 40 |
| Wauwatosa, WI | — | 5,694 | — | 5,638 | — | 5,694 | 5,638 | 11,332 | 1,380 | 2010 | 12/08 | (m) | 40 |
| Orlando, FL | — | 8,114 | — | 4,224 | — | 8,114 | 4,224 | 12,338 | 893 | 2011 | 06/10 | (m) | 40 |
| Oklahoma City, OK | — | 3,156 | — | 4,870 | — | 3,156 | 4,870 | 8,026 | 969 | 2012 | 02/11 | (m) | 40 |
| Dallas, TX | — | 5,052 | — | 8,808 | — | 5,052 | 8,808 | 13,860 | 1,551 | 2012 | 03/12 | (m) | 40 |
| Livonia, MI | — | 2,116 | — | 7,758 | — | 2,116 | 7,758 | 9,874 | 1,172 | 2013 | 04/13 | (m) | 40 |
| Euless, TX | — | 2,592 | — | 7,563 | — | 2,592 | 7,563 | 10,155 | 874 | 2015 | 08/14 | (m) | 40 |
| Little Rock, AR | — | 2,310 | 5,805 | — | — | 2,310 | 5,805 | 8,115 | 491 | 2016 | 01/17 | 35 | |
| Florence, KY | — | 4,700 | 7,617 | — | — | 4,700 | 7,617 | 12,317 | 644 | 2016 | 01/17 | 35 | |
| Tampa, FL | — | 3,354 | 8,361 | — | — | 3,354 | 8,361 | 11,715 | 235 | 2017 | 11/18 | 40 |
See accompanying report of independent registered public accounting firm.
F-24
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| DaVita Dialysis: | ||||||||||||
| Columbus, OH | — | 527 | 1,426 | — | — | 527 | 1,426 | 1,953 | 259 | 2000 | 07/14 | 30 |
| Deg Deg Halal & Deli: | ||||||||||||
| Eden Prairie, MN | — | 65 | 181 | 81 | — | 65 | 261 | 326 | 116 | 1997 | 12/01 | 40 |
| Del Frisco's: | ||||||||||||
| Fort Worth, TX | — | 351 | 5,874 | — | — | 351 | 5,874 | 6,225 | 2,631 | 1890 | 01/11 | 20 |
| Greenwood Village, CO | — | 1,863 | 5,649 | — | — | 1,863 | 5,649 | 7,512 | 2,531 | 1979 | 01/11 | 20 |
| Denny's: | ||||||||||||
| Clifton, CO | — | 245 | 732 | 375 | — | 245 | 1,107 | 1,352 | 432 | 1998 | 12/01 | 40 |
| Alexandria, VA | — | 604 | 196 | — | — | 604 | 196 | 800 | 130 | 1981 | 09/06 | 20 |
| Amarillo, TX | — | 590 | 632 | — | — | 590 | 632 | 1,222 | 420 | 1982 | 09/06 | 20 |
| Arlington Heights, IL | — | 470 | 228 | — | — | 470 | 228 | 698 | 151 | 1977 | 09/06 | 20 |
| Boardman Township, OH | — | 497 | 258 | — | — | 497 | 258 | 755 | 171 | 1977 | 09/06 | 20 |
| Campbell, CA | — | 460 | 238 | — | — | 460 | 238 | 698 | 158 | 1976 | 09/06 | 20 |
| Carson, CA | — | 1,246 | 157 | — | — | 1,246 | 157 | 1,403 | 105 | 1975 | 09/06 | 20 |
| Chehalis, WA | — | 415 | 287 | — | — | 415 | 287 | 702 | 191 | 1977 | 09/06 | 20 |
| Chubbock, ID | — | 350 | 394 | — | — | 344 | 394 | 738 | 262 | 1983 | 09/06 | 20 |
| Clackamas, OR | — | 468 | 407 | — | — | 468 | 407 | 875 | 271 | 1993 | 09/06 | 20 |
| Collinsville, IL | — | 676 | 283 | — | — | 676 | 283 | 959 | 188 | 1979 | 09/06 | 20 |
| Corpus Christi, TX | — | 345 | 776 | 300 | — | 345 | 1,076 | 1,421 | 698 | 1980 | 09/06 | 20 |
| Dallas, TX | — | 497 | 150 | — | — | 451 | 140 | 591 | 93 | 1979 | 09/06 | 20 |
| Enfield, CT | — | 684 | 229 | — | — | 684 | 229 | 913 | 152 | 1976 | 09/06 | 20 |
| Fairfax, VA | — | 768 | 683 | — | — | 768 | 683 | 1,451 | 454 | 1979 | 09/06 | 20 |
| Federal Way, WA | — | 543 | 193 | — | — | 543 | 193 | 736 | 128 | 1977 | 09/06 | 20 |
| Florissant, MO | — | 443 | 238 | — | — | 443 | 238 | 681 | 158 | 1977 | 09/06 | 20 |
| Hermitage, PA | — | 321 | 420 | — | — | 321 | 420 | 741 | 279 | 1980 | 09/06 | 20 |
| Houston, TX | — | 504 | 348 | — | — | 504 | 348 | 852 | 231 | 1976 | 09/06 | 20 |
| Indianapolis, IN | — | 310 | 590 | — | — | 310 | 590 | 900 | 392 | 1981 | 09/06 | 20 |
| Indianapolis, IN | — | 326 | 511 | — | — | 326 | 511 | 837 | 340 | 1978 | 09/06 | 20 |
| Indianapolis, IN | — | 358 | 767 | — | — | 358 | 767 | 1,125 | 509 | 1978 | 09/06 | 20 |
| Indianapolis, IN | — | 231 | 511 | — | — | 231 | 511 | 742 | 340 | 1974 | 09/06 | 20 |
See accompanying report of independent registered public accounting firm.
F-25
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Kernersville, NC | — | 407 | 557 | — | — | 407 | 557 | 964 | 370 | 2000 | 09/06 | 20 |
| Lafayette, IN | — | 424 | 773 | — | — | 416 | 773 | 1,189 | 514 | 1978 | 09/06 | 20 |
| Laurel, MD | — | 528 | 379 | — | — | 528 | 379 | 907 | 252 | 1976 | 09/06 | 20 |
| Little Rock, AR | — | 703 | 180 | — | — | 703 | 180 | 883 | 119 | 1979 | 09/06 | 20 |
| Maplewood, MN | — | 630 | 271 | — | — | 630 | 271 | 901 | 180 | 1983 | 09/06 | 20 |
| N. Miami, FL | — | 855 | 151 | — | — | 855 | 151 | 1,006 | 100 | 1977 | 09/06 | 20 |
| Nampa, ID | — | 357 | 729 | — | — | 357 | 729 | 1,086 | 485 | 1979 | 09/06 | 20 |
| Omaha, NE | — | 496 | 314 | — | — | 496 | 314 | 810 | 209 | 1994 | 09/06 | 20 |
| Provo, UT | — | 519 | 216 | — | — | 513 | 216 | 729 | 144 | 1978 | 09/06 | 20 |
| Raleigh, NC | — | 1,094 | 482 | — | — | 1,094 | 482 | 1,576 | 321 | 1984 | 09/06 | 20 |
| Sugarland, TX | — | 315 | 334 | — | — | 293 | 334 | 627 | 222 | 1997 | 09/06 | 20 |
| Tucson, AZ | — | 922 | 290 | — | — | 922 | 290 | 1,212 | 193 | 1979 | 09/06 | 20 |
| Wethersfield, CT | — | 884 | 176 | — | — | 884 | 176 | 1,060 | 117 | 1978 | 09/06 | 20 |
| Worcester, MA | — | 383 | 493 | — | — | 383 | 493 | 876 | 327 | 1978 | 09/06 | 20 |
| Boise, ID | — | 514 | 477 | — | — | 514 | 477 | 991 | 311 | 1983 | 12/06 | 20 |
| St. Louis, MO | — | 635 | 303 | — | — | 635 | 303 | 938 | 196 | 1980 | 01/07 | 20 |
| Virginia Gardens, FL | — | 793 | 133 | — | — | 793 | 133 | 926 | 86 | 1977 | 01/07 | 20 |
| Akron, OH | — | 308 | 1,062 | — | — | 308 | 1,062 | 1,370 | 232 | 1992 | 06/13 | 30 |
| Moab, UT | — | 395 | 1,432 | — | — | 395 | 1,432 | 1,827 | 233 | 2000 | 02/15 | 30 |
| Ft Walton Beach, FL | — | 274 | 531 | — | — | 274 | 531 | 805 | 58 | 1973 | 01/17 | 25 |
| Dickey's Barbeque Pit: | ||||||||||||
| Medina, OH | — | 405 | 464 | 104 | — | 370 | 568 | 938 | 236 | 1996 | 12/01 | 40 |
| Dick's Sporting Goods: | ||||||||||||
| Taylor, MI | — | 1,920 | 3,527 | — | — | 1,920 | 3,527 | 5,447 | 2,054 | 1996 | 08/96 | 40 |
| White Marsh, MD | — | 2,681 | 3,917 | — | — | 2,681 | 3,917 | 6,598 | 2,281 | 1996 | 08/96 | 40 |
| Dirt Cheap: | ||||||||||||
| Nacogdoches, TX | — | 397 | 1,257 | 269 | — | 400 | 1,524 | 1,924 | 695 | 1997 | 11/98 | 40 |
| Doctors of Physical Therapy: | ||||||||||||
| Lapeer, MI | — | 63 | 457 | 80 | — | 63 | 516 | 579 | 139 | 2007 | 10/05 | 40 |
See accompanying report of independent registered public accounting firm.
F-26
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Dollar General: | |||||||||||||
| San Antonio, TX | — | 441 | 784 | — | — | 441 | 196 | 637 | 39 | 1993 | 12/93 | 30 | |
| Memphis, TN | — | 266 | 1,136 | 46 | — | 266 | 1,182 | 1,448 | 599 | 1998 | 12/97 | 40 | |
| High Springs, FL | — | 409 | — | 1,072 | — | 432 | 1,072 | 1,504 | 245 | 2010 | 07/10 | (m) | 40 |
| Inverness, FL | — | 459 | — | 1,046 | — | 471 | 1,046 | 1,517 | 234 | 2011 | 08/10 | (m) | 40 |
| Cocoa, FL | — | 385 | — | 935 | — | 406 | 935 | 1,341 | 213 | 2010 | 08/10 | (m) | 40 |
| Palm Bay, FL | — | 355 | — | 1,011 | — | 365 | 1,011 | 1,376 | 228 | 2010 | 08/10 | (m) | 40 |
| Deland, FL | — | 585 | — | 958 | — | 585 | 958 | 1,543 | 212 | 2010 | 11/10 | (m) | 40 |
| Seffner, FL | — | 673 | — | 1,223 | — | 446 | 803 | 1,249 | 175 | 2011 | 12/10 | (m) | 40 |
| Hernando, FL | — | 372 | — | 970 | — | 372 | 970 | 1,342 | 211 | 2011 | 01/11 | (m) | 40 |
| Titusville, FL | — | 512 | — | 1,002 | — | 512 | 1,002 | 1,514 | 210 | 2011 | 04/11 | (m) | 40 |
| Disputanta, VA | — | 170 | — | 720 | — | 170 | 720 | 890 | 149 | 2011 | 09/11 | (o) | 40 |
| Lumberton, NC | — | 115 | — | 902 | — | 115 | 902 | 1,017 | 179 | 2012 | 10/11 | (m) | 40 |
| Newport News, VA | — | 363 | — | 967 | — | 363 | 967 | 1,330 | 196 | 2011 | 10/11 | (m) | 40 |
| Cumberland, VA | — | 317 | — | 1,147 | — | 317 | 1,147 | 1,464 | 223 | 2012 | 12/11 | (m) | 40 |
| Aberdeen, NC | — | 156 | — | 821 | — | 156 | 821 | 977 | 158 | 2012 | 01/12 | (m) | 40 |
| Richmond, VA | — | 144 | — | 863 | — | 144 | 863 | 1,007 | 161 | 2012 | 02/12 | (m) | 40 |
| Danville, VA | — | 155 | — | 864 | — | 155 | 864 | 1,019 | 165 | 2012 | 03/12 | (m) | 40 |
| Cascade, VA | — | 139 | — | 806 | — | 139 | 806 | 945 | 152 | 2012 | 03/12 | (m) | 40 |
| Sanford, NC | — | 147 | — | 834 | — | 147 | 834 | 981 | 154 | 2012 | 04/12 | (m) | 40 |
| Leland, NC | — | 245 | — | 892 | — | 245 | 892 | 1,137 | 161 | 2012 | 06/12 | (m) | 40 |
| Sanford, NC | — | 206 | — | 829 | — | 206 | 829 | 1,035 | 149 | 2012 | 07/12 | (m) | 40 |
| Richmond, VA | — | 305 | — | 902 | — | 305 | 902 | 1,207 | 161 | 2012 | 08/12 | (m) | 40 |
| Martinsville, VA | — | 165 | — | 831 | — | 165 | 831 | 996 | 146 | 2012 | 09/12 | (m) | 40 |
| Yerington, NV | — | 313 | — | 1,170 | — | 313 | 1,170 | 1,483 | 204 | 2013 | 09/12 | (m) | 40 |
| Hawthorne, NV | — | 210 | 1,069 | — | — | 210 | 1,069 | 1,279 | 188 | 2012 | 12/12 | 40 | |
| Norfolk, VA | — | 455 | — | 929 | — | 455 | 929 | 1,384 | 152 | 2013 | 03/13 | (m) | 40 |
| Suffolk, VA | — | 186 | — | 958 | — | 186 | 958 | 1,144 | 157 | 2013 | 03/13 | (m) | 40 |
| Suffolk, VA | — | 128 | — | 1,010 | — | 128 | 1,010 | 1,138 | 161 | 2013 | 04/13 | (m) | 40 |
| Irving, NY | — | 210 | — | 961 | — | 210 | 961 | 1,171 | 149 | 2013 | 06/13 | (m) | 40 |
| Oakfield, NY | — | 257 | — | 1,108 | — | 271 | 1,108 | 1,379 | 158 | 2014 | 10/13 | (m) | 40 |
| Holland, NY | — | 176 | — | 1,103 | — | 176 | 1,103 | 1,279 | 151 | 2014 | 12/13 | (m) | 40 |
| Jeffersonville, IN | — | 115 | 960 | — | — | 115 | 960 | 1,075 | 161 | 2010 | 02/14 | 35 | |
| LaFayette, LA | — | 157 | 378 | 23 | — | 180 | 378 | 558 | 85 | 2002 | 07/14 | 25 |
See accompanying report of independent registered public accounting firm.
F-27
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Youngsville, LA | — | 98 | 370 | 34 | — | 98 | 404 | 502 | 83 | 2002 | 07/14 | 25 | |
| Daytona Beach Shores, FL | — | 459 | 1,282 | — | — | 459 | 1,282 | 1,741 | 87 | 2011 | 12/17 | 30 | |
| Dollar Tree: | |||||||||||||
| Garland, TX | — | 239 | 626 | — | — | 239 | 626 | 865 | 290 | 1994 | 02/94 | 40 | |
| Homestead, PA | — | 256 | — | 1,964 | — | 310 | 1,910 | 2,220 | 185 | 2016 | 02/97 | (g) | 40 |
| Marietta, GA | — | 525 | — | 787 | — | 524 | 787 | 1,311 | 128 | 1997 | 12/14 | (o) | 30 |
| Don Tello's Tex-Mex Grill: | |||||||||||||
| Lithonia, GA | — | 923 | 1,276 | 48 | — | 923 | 1,324 | 2,247 | 405 | 2002 | 06/07 | 40 | |
| Driscoll Children's Hospital: | |||||||||||||
| Corpus Christi, TX | — | 630 | 3,131 | — | — | 630 | 3,131 | 3,761 | 1,628 | 1982 | 03/99 | 40 | |
| El Jalapeno: | |||||||||||||
| Indianapolis, IN | — | 223 | 483 | 79 | — | 223 | 562 | 785 | 362 | 1979 | 09/06 | 20 | |
| Empire Buffet: | |||||||||||||
| Las Cruces, NM | — | 947 | — | 2,390 | — | 947 | 2,390 | 3,337 | 760 | 2006 | 01/06 | (m) | 40 |
| Express Mart: | |||||||||||||
| Thomasville, NC | — | 140 | 228 | — | — | 140 | 228 | 368 | 62 | 1962 | 07/14 | 20 | |
| Express Oil Change: | |||||||||||||
| Birmingham, AL | — | 470 | 695 | — | — | 470 | 695 | 1,165 | 205 | 2008 | 02/08 | (f) | 40 |
| Florence, AL | — | 110 | 381 | — | — | 110 | 381 | 491 | 151 | 1987 | 02/08 | 30 | |
| Helena, AL | — | 363 | 628 | — | — | 363 | 628 | 991 | 186 | 1998 | 02/08 | 40 | |
| Muscle Shoals, AL | — | 168 | 624 | — | — | 168 | 624 | 792 | 247 | 1985 | 02/08 | 30 | |
| Opelika, AL | — | 547 | 680 | — | — | 547 | 680 | 1,227 | 202 | 2006 | 02/08 | 40 | |
| Cordova, TN | — | 639 | 785 | — | — | 639 | 785 | 1,424 | 217 | 2000 | 12/08 | 40 | |
| Horn Lake, MS | — | 326 | 611 | — | — | 326 | 611 | 937 | 193 | 1998 | 12/08 | 35 | |
| Lakeland, TN | — | 186 | 489 | — | — | 186 | 489 | 675 | 135 | 2000 | 12/08 | 40 | |
| Memphis, TN | — | 402 | 721 | — | — | 402 | 721 | 1,123 | 199 | 2001 | 12/08 | 40 |
See accompanying report of independent registered public accounting firm.
F-28
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Houston, TX | — | 651 | — | 648 | — | 517 | 648 | 1,165 | 121 | 2012 | 02/12 | (m) | 40 |
| Katy, TX | — | 539 | — | 830 | — | 539 | 829 | 1,368 | 146 | 2012 | 07/12 | (m) | 40 |
| Chattanooga, TN | — | 239 | 1,214 | — | — | 239 | 1,214 | 1,453 | 292 | 1998 | 10/12 | 30 | |
| Chattanooga, TN | — | 238 | 1,756 | — | — | 238 | 1,756 | 1,994 | 422 | 1998 | 10/12 | 30 | |
| Chattanooga, TN | — | 224 | 173 | — | — | 224 | 173 | 397 | 42 | 2001 | 10/12 | 30 | |
| Cleveland, TN | — | 318 | 1,064 | — | — | 318 | 1,064 | 1,382 | 219 | 2004 | 10/12 | 35 | |
| Fort Oglethorpe, GA | — | 241 | 331 | — | — | 241 | 331 | 572 | 68 | 2003 | 10/12 | 35 | |
| Marietta, GA | — | 618 | 30 | — | — | 618 | 30 | 648 | 7 | 1988 | 12/12 | 30 | |
| Smyrna, GA | — | 295 | 1,092 | — | — | 295 | 1,092 | 1,387 | 308 | 1984 | 12/12 | 25 | |
| Cypress, TX | — | 550 | — | 983 | — | 550 | 983 | 1,533 | 120 | 2014 | 05/14 | (m) | 40 |
| Boaz, AL | — | 205 | 368 | — | — | 205 | 368 | 573 | 72 | 1995 | 01/15 | 25 | |
| Gadsden, AL | — | 116 | 690 | — | — | 116 | 690 | 806 | 113 | 1999 | 01/15 | 30 | |
| Rainbow City, AL | — | 164 | 653 | — | — | 164 | 653 | 817 | 129 | 1992 | 01/15 | 25 | |
| Seffner, FL | — | 155 | 593 | — | — | 155 | 593 | 748 | 82 | 2008 | 02/15 | 35 | |
| Fayetteville, TN | — | 117 | 860 | — | — | 117 | 860 | 977 | 135 | 1998 | 04/15 | 30 | |
| Huntsville, AL | — | 214 | 710 | — | — | 214 | 710 | 924 | 134 | 1995 | 04/15 | 25 | |
| Huntsville, AL | — | 292 | 526 | — | — | 292 | 526 | 818 | 83 | 1995 | 04/15 | 30 | |
| Madison, AL | — | 319 | 1,006 | — | — | 319 | 1,006 | 1,325 | 158 | 1992 | 04/15 | 30 | |
| Houston, TX | — | 576 | — | 1,120 | — | 576 | 1,120 | 1,696 | 87 | 2016 | 04/16 | (m) | 40 |
| Tampa, FL | — | 718 | — | 942 | — | 718 | 942 | 1,660 | 72 | 2016 | 06/16 | (m) | 40 |
| West Point, MS | — | 335 | — | 1,130 | — | 335 | 1,130 | 1,465 | 76 | 2017 | 10/16 | (m) | 40 |
| Tupelo, MS | — | 381 | 1,641 | — | — | 381 | 1,641 | 2,022 | 131 | 2013 | 03/17 | 35 | |
| Tupelo, MS | — | 607 | — | 1,158 | — | 607 | 1,158 | 1,765 | 59 | 2017 | 03/17 | (m) | 40 |
| Canton, GA | — | 741 | — | 1,240 | — | 741 | 1,240 | 1,981 | 53 | 2018 | 10/17 | (m) | 40 |
| Jasper, AL | — | 186 | 879 | — | — | 186 | 879 | 1,065 | 65 | 2000 | 10/17 | 30 | |
| Hurst, TX | — | 331 | 1,397 | — | — | 331 | 1,397 | 1,728 | 62 | 2013 | 06/18 | 35 | |
| Hampton Cove, AL | — | 628 | — | 1,326 | — | 628 | 1,326 | 1,954 | 21 | 2019 | 09/18 | (m) | 40 |
| Dyer, IN | — | 618 | 803 | — | — | 618 | 803 | 1,421 | 28 | 2013 | 10/18 | 35 | |
| Hendersonville, TN | — | 916 | 1,656 | — | — | 916 | 1,656 | 2,572 | 53 | 2017 | 11/18 | 35 | |
| Nashville, TN | — | 833 | 1,898 | — | — | 833 | 1,898 | 2,731 | 61 | 2014 | 11/18 | 35 | |
| Spring Hill, TN | — | 536 | 2,570 | — | — | 536 | 2,570 | 3,106 | 83 | 2013 | 11/18 | 35 | |
| Murfreesboro, TN | — | 417 | 2,157 | — | — | 417 | 2,157 | 2,574 | 81 | 2004 | 11/18 | 30 | |
| Murfreesboro, TN | — | 407 | 2,552 | — | — | 407 | 2,552 | 2,959 | 115 | 2001 | 11/18 | 25 | |
| Murfreesboro, TN | — | 667 | 1,594 | — | — | 667 | 1,594 | 2,261 | 51 | 2013 | 11/18 | 35 | |
| Concord, NC | — | 570 | 1,626 | — | — | 570 | 1,626 | 2,196 | 45 | 2018 | 01/19 | 35 | |
| Lafayette, LA | — | 364 | 1,169 | — | — | 364 | 1,169 | 1,533 | 24 | 2010 | 05/19 | 30 | |
| Lafayette, LA | — | 230 | 845 | — | — | 230 | 845 | 1,075 | 18 | 1996 | 05/19 | 30 | |
| Taylors, SC | — | 581 | — | 1,283 | — | 581 | 1,283 | 1,864 | 1 | 2019 | 06/19 | (m) | (k) |
| Richmond Hill, GA | — | 792 | — | — | — | 792 | (e) | 792 | (e) | (e) | 11/19 | (m) | (e) |
| Magnolia, TX | — | 1,022 | — | — | — | 1,022 | (e) | 1,022 | (e) | (e) | 11/19 | (m) | (e) |
| Gallatin, TN | — | 808 | 1,663 | — | — | 808 | 1,663 | 2,471 | 5 | 2019 | 11/19 | 40 | |
| Allen, TX | — | 575 | 1,781 | — | — | 575 | 1,781 | 2,356 | 2 | 2016 | 12/19 | 35 | |
| Gilbert, AZ | — | 602 | 1,872 | — | — | 602 | 1,872 | 2,474 | 2 | 2018 | 12/19 | 40 | |
| Peoria, AZ | — | 405 | 1,929 | — | — | 405 | 1,929 | 2,334 | 2 | 2015 | 12/19 | 40 | |
| Tempe, AZ | — | 903 | 1,374 | — | — | 903 | 1,374 | 2,277 | 2 | 2014 | 12/19 | 35 | |
| Express Wash & Go: | |||||||||||||
| Cohoes, NY | — | 27 | 145 | 174 | — | 27 | 318 | 345 | 76 | 1994 | 09/04 | 40 | |
| E-Z Mart: | |||||||||||||
| Andrews, TX | — | 140 | 2,623 | — | — | 140 | 2,623 | 2,763 | 128 | 2014 | 04/18 | 35 | |
| Arlington, TX | — | 196 | 1,187 | — | — | 196 | 1,187 | 1,383 | 81 | 1982 | 04/18 | 25 | |
| Ashdown, AR | — | 112 | 2,996 | — | — | 112 | 2,996 | 3,108 | 146 | 2015 | 04/18 | 35 | |
| Broken Arrow, OK | — | 93 | 1,635 | — | — | 93 | 1,635 | 1,728 | 93 | 2012 | 04/18 | 30 | |
| Broken Bow, OK | — | 93 | 2,325 | — | — | 93 | 2,325 | 2,418 | 159 | 1964 | 04/18 | 25 | |
| Broken Bow, OK | — | 103 | 2,315 | — | — | 103 | 2,315 | 2,418 | 132 | 1994 | 04/18 | 30 | |
| Cleburne, TX | — | 65 | 1,663 | — | — | 65 | 1,663 | 1,728 | 114 | 1984 | 04/18 | 25 | |
| Davis, OK | — | 37 | 1,691 | — | — | 37 | 1,691 | 1,728 | 116 | 1981 | 04/18 | 25 | |
| Durant, OK | — | 215 | 1,858 | — | — | 215 | 1,858 | 2,073 | 106 | 2000 | 04/18 | 30 | |
| Durant, OK | — | 131 | 1,598 | — | — | 131 | 1,598 | 1,729 | 78 | 2014 | 04/18 | 35 | |
| Edmond, OK | — | 140 | 898 | — | — | 140 | 898 | 1,038 | 61 | 1973 | 04/18 | 25 | |
| Fayetteville, AR | — | 84 | 1,299 | — | — | 84 | 1,299 | 1,383 | 89 | 1979 | 04/18 | 25 | |
| Foreman, AR | — | 65 | 2,697 | — | — | 65 | 2,697 | 2,762 | 132 | 2015 | 04/18 | 35 | |
| Gladewater, TX | — | 28 | 1,700 | — | — | 28 | 1,700 | 1,728 | 116 | 1973 | 04/18 | 25 | |
| Harrah, OK | — | 131 | 1,598 | — | — | 131 | 1,598 | 1,729 | 109 | 1986 | 04/18 | 25 | |
| Hartshorne, OK | — | 28 | 1,356 | — | — | 28 | 1,356 | 1,384 | 77 | 1998 | 04/18 | 30 | |
| Hot Springs, AR | — | 38 | 656 | — | — | 38 | 656 | 694 | 45 | 1977 | 04/18 | 25 | |
| Hot Springs, AR | — | 449 | 935 | — | — | 449 | 935 | 1,384 | 53 | 1989 | 04/18 | 30 | |
| Hot Springs, AR | — | 823 | 561 | — | — | 823 | 561 | 1,384 | 32 | 2012 | 04/18 | 30 | |
| Hugo, OK | — | 28 | 1,356 | — | — | 28 | 1,356 | 1,384 | 93 | 1985 | 04/18 | 25 | |
| Idabel, OK | — | 93 | 1,635 | — | — | 93 | 1,635 | 1,728 | 93 | 1998 | 04/18 | 30 | |
| Kilgore, TX | — | 327 | 3,126 | — | — | 327 | 3,126 | 3,453 | 153 | 2013 | 04/18 | 35 | |
| Little Rock, AR | — | 356 | 683 | — | — | 356 | 683 | 1,039 | 47 | 1980 | 04/18 | 25 | |
| Little Rock, AR | — | 253 | 786 | — | — | 253 | 786 | 1,039 | 54 | 1981 | 04/18 | 25 | |
| Longview, TX | — | 75 | 1,309 | — | — | 75 | 1,309 | 1,384 | 89 | 1983 | 04/18 | 25 | |
| Longview, TX | — | 112 | 1,616 | — | — | 112 | 1,616 | 1,728 | 110 | 1982 | 04/18 | 25 | |
| Lubbock, TX | — | 150 | 544 | — | — | 150 | 544 | 694 | 37 | 1974 | 04/18 | 25 | |
| McAlester, OK | — | 290 | 1,094 | — | — | 290 | 1,094 | 1,384 | 75 | 1980 | 04/18 | 25 | |
| Mineral Wells, TX | — | 103 | 1,626 | — | — | 103 | 1,626 | 1,729 | 93 | 1999 | 04/18 | 30 | |
| Monticello, AR | — | 215 | 1,858 | — | — | 215 | 1,858 | 2,073 | 106 | 1990 | 04/18 | 30 | |
| Mountain Home, AR | — | 84 | 955 | — | — | 84 | 955 | 1,039 | 65 | 1982 | 04/18 | 25 | |
| Mountain Home, AR | — | 47 | 992 | — | — | 47 | 992 | 1,039 | 68 | 1983 | 04/18 | 25 | |
| Nash, TX | — | 84 | 1,989 | — | — | 84 | 1,989 | 2,073 | 113 | 1994 | 04/18 | 30 | |
| Paris, TX | — | 56 | 1,327 | — | — | 56 | 1,327 | 1,383 | 91 | 1980 | 04/18 | 25 | |
| Pittsburg, TX | — | 149 | 1,579 | — | — | 149 | 1,579 | 1,728 | 90 | 1998 | 04/18 | 30 | |
| Queen City, TX | — | 168 | 2,595 | — | — | 168 | 2,595 | 2,763 | 127 | 2016 | 04/18 | 35 | |
| Red Oak, OK | — | 168 | 1,905 | — | — | 168 | 1,905 | 2,073 | 108 | 2012 | 04/18 | 30 | |
| Spiro, OK | — | 103 | 1,970 | — | — | 103 | 1,970 | 2,073 | 135 | 1985 | 04/18 | 25 | |
| Springdale, AR | — | 122 | 572 | — | — | 122 | 572 | 694 | 39 | 1969 | 04/18 | 25 | |
| Springdale, AR | — | 169 | 525 | — | — | 169 | 525 | 694 | 36 | 1974 | 04/18 | 25 | |
| Sulphur Springs, TX | — | 65 | 1,318 | — | — | 65 | 1,318 | 1,383 | 90 | 1981 | 04/18 | 25 | |
| Talihina, OK | — | 234 | 1,150 | — | — | 234 | 1,150 | 1,384 | 79 | 1975 | 04/18 | 25 | |
| Texarkana, AR | — | 159 | 1,914 | — | — | 159 | 1,914 | 2,073 | 131 | 1975 | 04/18 | 25 | |
| Texarkana, AR | — | 56 | 1,672 | — | — | 56 | 1,672 | 1,728 | 95 | 1998 | 04/18 | 30 | |
| Texarkana, AR | — | 47 | 1,337 | — | — | 47 | 1,337 | 1,384 | 91 | 1986 | 04/18 | 25 | |
| Texarkana, AR | — | 159 | 2,604 | — | — | 159 | 2,604 | 2,763 | 148 | 1994 | 04/18 | 30 | |
| Texarkana, AR | — | 93 | 1,290 | — | — | 93 | 1,290 | 1,383 | 88 | 1974 | 04/18 | 25 | |
| Texarkana, TX | — | 112 | 2,996 | — | — | 112 | 2,996 | 3,108 | 171 | 2001 | 04/18 | 30 | |
| Family Dollar: | |||||||||||||
| Riverdale, GA | — | 1,089 | 1,707 | — | — | 1,089 | 1,707 | 2,796 | 941 | 1997 | 12/97 | 40 | |
| Albany, NY | — | 34 | 824 | 14 | — | 34 | 838 | 872 | 315 | 1992 | 09/04 | 40 | |
| Cohoes, NY | — | 140 | 753 | 49 | — | 140 | 802 | 942 | 340 | 1994 | 09/04 | 40 | |
| Hudson Falls, NY | — | 51 | 380 | 625 | — | 187 | 869 | 1,056 | 240 | 1993 | 09/04 | 40 | |
| Monticello, NY | — | 664 | 769 | 156 | — | 799 | 447 | 1,246 | 254 | 1996 | 03/05 | 40 | |
| Richmond, TX | — | 366 | 1,059 | — | — | 366 | 1,059 | 1,425 | 178 | 2012 | 02/14 | 35 | |
| Spring, TX | — | 199 | 1,152 | — | — | 199 | 1,152 | 1,351 | 193 | 2012 | 02/14 | 35 | |
| Bartlesville, OK | — | 110 | 445 | — | — | 110 | 445 | 555 | 97 | 2001 | 07/14 | 25 | |
| Huntsville, AL | — | 141 | 596 | — | — | 141 | 596 | 737 | 108 | 2005 | 07/14 | 30 | |
| Tulsa, OK | — | 70 | 519 | 34 | — | 103 | 519 | 622 | 118 | 2001 | 07/14 | 25 | |
| Famous Footwear: | |||||||||||||
| Lapeer, MI | — | 163 | 835 | — | — | 163 | 812 | 975 | 251 | 2007 | 10/05 | 40 | |
| Famsa: | |||||||||||||
| Harlingen, TX | — | 317 | 756 | 170 | — | 317 | 926 | 1,243 | 427 | 1999 | 11/98 | (f) | 40 |
| Ferguson: | |||||||||||||
| Destin, FL | — | 554 | 1,012 | 253 | — | 554 | 1,265 | 1,819 | 396 | 2006 | 03/07 | 40 | |
| Union City, GA | — | 144 | 1,260 | — | — | 144 | 1,260 | 1,404 | 311 | 2010 | 05/11 | 35 | |
| Fikes Wholesale: | |||||||||||||
| Belton, TX | — | 722 | 1,814 | — | — | 722 | 1,814 | 2,536 | 434 | 2007 | 08/11 | 35 | |
| Godley, TX | — | 1,453 | 2,084 | — | — | 1,453 | 2,084 | 3,537 | 499 | 2008 | 08/11 | 35 | |
| Killeen, TX | — | 1,053 | 833 | — | — | 1,053 | 833 | 1,886 | 199 | 2007 | 08/11 | 35 | |
| Killeen, TX | — | 1,302 | 2,514 | — | — | 1,302 | 2,514 | 3,816 | 602 | 2008 | 08/11 | 35 | |
| McGregor, TX | — | 511 | 1,484 | — | — | 511 | 1,484 | 1,995 | 355 | 2006 | 08/11 | 35 | |
| Thorndale, TX | — | 331 | 984 | — | — | 331 | 984 | 1,315 | 235 | 2007 | 08/11 | 35 | |
| Valley Mills, TX | — | 711 | 2,114 | — | — | 711 | 2,114 | 2,825 | 506 | 2006 | 08/11 | 35 | |
| West, TX | — | 402 | 864 | — | — | 402 | 864 | 1,266 | 241 | 1999 | 08/11 | 30 | |
| Gladewater, TX | — | 145 | 2,107 | — | — | 145 | 2,107 | 2,252 | 319 | 2007 | 09/14 | 35 | |
| Hearne, TX | — | 68 | 2,184 | — | — | 68 | 2,184 | 2,252 | 385 | 1996 | 09/14 | 30 | |
| Jarrell, TX | — | 541 | 2,965 | — | — | 541 | 2,965 | 3,506 | 448 | 2009 | 09/14 | 35 | |
| Killeen, TX | — | 628 | 2,878 | — | — | 628 | 2,878 | 3,506 | 435 | 2013 | 09/14 | 35 | |
| Liberty Hill, TX | — | 203 | 3,303 | — | — | 202 | 3,303 | 3,505 | 499 | 2013 | 09/14 | 35 | |
| Rosebud, TX | — | 58 | 1,847 | — | — | 58 | 1,847 | 1,905 | 279 | 2012 | 09/14 | 35 | |
| Temple, TX | — | 1,052 | 3,302 | — | — | 1,052 | 3,302 | 4,354 | 499 | 2012 | 09/14 | 35 | |
| Waco, TX | — | 1,400 | 2,106 | — | — | 1,400 | 2,106 | 3,506 | 371 | 1997 | 09/14 | 30 | |
| Claude, TX | — | 193 | 3,728 | — | — | 193 | 3,728 | 3,921 | 430 | 2013 | 12/15 | 35 | |
| Covington, TX | — | 164 | 2,512 | — | — | 164 | 2,512 | 2,676 | 338 | 2001 | 12/15 | 30 | |
| Hamilton, TX | — | 97 | 2,175 | — | — | 97 | 2,175 | 2,272 | 352 | 1987 | 12/15 | 25 | |
| Lott, TX | — | 135 | 3,236 | — | — | 135 | 3,236 | 3,371 | 374 | 2013 | 12/15 | 35 | |
| Salado, TX | — | 715 | 3,206 | — | — | 715 | 3,206 | 3,921 | 370 | 2014 | 12/15 | 35 | |
| Temple, TX | — | 77 | 2,291 | — | — | 77 | 2,291 | 2,368 | 265 | 2012 | 12/15 | 35 | |
| Vernon, TX | — | 154 | 5,850 | — | — | 154 | 5,850 | 6,004 | 591 | 2015 | 12/15 | 40 | |
| Milton, FL | — | 1,498 | — | 3,568 | — | 1,498 | 3,568 | 5,066 | 271 | 2016 | 04/16 | (m) | 40 |
| Giddings, TX | — | 845 | — | 5,219 | — | 845 | 5,219 | 6,064 | 332 | 2017 | 11/16 | (m) | 40 |
| Daphne, AL | — | 1,411 | 1,247 | — | — | 1,411 | 1,247 | 2,658 | 126 | 2006 | 12/16 | 30 | |
| Foley, AL | — | 783 | 1,721 | — | — | 783 | 1,721 | 2,504 | 131 | 2007 | 12/16 | 40 | |
| Belton, TX | — | 415 | 3,391 | — | — | 415 | 3,391 | 3,806 | 251 | 2016 | 01/17 | 40 | |
| Hewitt, TX | — | 747 | — | 3,233 | — | 747 | 3,233 | 3,980 | 165 | 2017 | 01/17 | (m) | 40 |
| Amarillo, TX | — | 390 | 3,555 | — | — | 390 | 3,555 | 3,945 | 74 | 2013 | 05/19 | 30 | |
| Crestview, FL | — | 504 | 3,394 | — | — | 504 | 3,394 | 3,898 | 61 | 2015 | 05/19 | 35 | |
| Fort Walton Beach, FL | — | 684 | 3,213 | — | — | 684 | 3,213 | 3,897 | 50 | 2016 | 05/19 | 40 | |
| Fort Walton Beach, FL | — | 799 | 3,099 | — | — | 799 | 3,099 | 3,898 | 55 | 2016 | 05/19 | 35 | |
| Killeen, TX | — | 504 | 3,973 | — | — | 504 | 3,973 | 4,477 | 83 | 2012 | 05/19 | 30 | |
| First Cash Pawn: | |||||||||||||
| Alice, TX | — | 318 | 578 | — | — | 318 | 578 | 896 | 261 | 1995 | 12/01 | 40 | |
| Five Below: | |||||||||||||
| Florissant, MO | — | 249 | 294 | 849 | — | 250 | 1,142 | 1,392 | 315 | 1996 | 04/03 | (g) | 40 |
| Five Guys Burgers and Fries: | |||||||||||||
| Middleburg Heights, OH | — | 497 | 260 | 250 | — | 497 | 510 | 1,007 | 296 | 1976 | 09/06 | 20 | |
| Flash Markets: | |||||||||||||
| Lebanon, TN | — | 582 | — | 2,063 | — | 582 | 2,063 | 2,645 | 612 | 2007 | 03/07 | (m) | 40 |
See accompanying report of independent registered public accounting firm.
F-29
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Fleming's: | |||||||||||||
| Akron, OH | — | 475 | 3,140 | — | — | 475 | 3,140 | 3,615 | 699 | 2005 | 03/12 | 35 | |
| Floor & Decor: | |||||||||||||
| Knoxville, TN | — | 2,364 | — | 7,879 | — | 2,364 | 7,879 | 10,243 | 780 | 2016 | 09/15 | (m) | 40 |
| Albuquerque, NM | — | 2,322 | 10,699 | — | — | 2,322 | 10,699 | 13,021 | 256 | 2018 | 01/19 | 40 | |
| Food 4 Less: | |||||||||||||
| National City, CA | — | 3,569 | 4,266 | — | — | 3,569 | 1,246 | 4,815 | 10 | 1995 | 11/98 | 25 | |
| Food Fast: | |||||||||||||
| Bossier City, LA | — | 883 | 658 | — | — | 883 | 658 | 1,541 | 550 | 1975 | 06/07 | 15 | |
| Brownsboro, TX | — | 328 | 385 | — | — | 328 | 385 | 713 | 161 | 1990 | 06/07 | 30 | |
| Flint, TX | — | 272 | 411 | — | — | 272 | 411 | 683 | 206 | 1985 | 06/07 | 25 | |
| Forney, TX | — | 545 | 707 | — | — | 545 | 707 | 1,252 | 296 | 1989 | 06/07 | 30 | |
| Gun Barrel City, TX | — | 242 | 467 | — | — | 242 | 467 | 709 | 234 | 1988 | 06/07 | 25 | |
| Gun Barrel City, TX | — | 270 | 386 | — | — | 270 | 386 | 656 | 194 | 1986 | 06/07 | 25 | |
| Jacksonville, TX | — | 660 | 632 | — | — | 660 | 632 | 1,292 | 529 | 1976 | 06/07 | 15 | |
| Kemp, TX | — | 581 | 505 | — | — | 581 | 505 | 1,086 | 253 | 1986 | 06/07 | 25 | |
| Longview, TX | — | 271 | 431 | — | — | 271 | 431 | 702 | 180 | 1990 | 06/07 | 30 | |
| Longview, TX | — | 403 | 572 | — | — | 403 | 572 | 975 | 287 | 1985 | 06/07 | 25 | |
| Longview, TX | — | 426 | 382 | — | — | 426 | 382 | 808 | 191 | 1984 | 06/07 | 25 | |
| Longview, TX | — | 252 | 304 | — | — | 252 | 304 | 556 | 152 | 1983 | 06/07 | 25 | |
| Longview, TX | — | 360 | 535 | — | — | 360 | 535 | 895 | 269 | 1983 | 06/07 | 25 | |
| Mabank, TX | — | 229 | 494 | — | — | 229 | 494 | 723 | 248 | 1986 | 06/07 | 25 | |
| Mt. Vernon, TX | — | 292 | 666 | 2,800 | — | 292 | 2,800 | 3,092 | 470 | 2013 | 06/07 | (m) | 40 |
| Tyler, TX | — | 488 | 831 | — | — | 488 | 831 | 1,319 | 521 | 1980 | 06/07 | 20 | |
| Tyler, TX | — | 316 | 545 | — | — | 316 | 545 | 861 | 228 | 1989 | 06/07 | 30 | |
| Tyler, TX | — | 473 | 654 | — | — | 473 | 654 | 1,127 | 273 | 1990 | 06/07 | 30 | |
| Tyler, TX | — | 323 | 283 | — | — | 323 | 283 | 606 | 178 | 1978 | 06/07 | 20 | |
| Tyler, TX | — | 188 | 329 | — | — | 188 | 329 | 517 | 165 | 1984 | 06/07 | 25 | |
| Tyler, TX | — | 742 | 546 | — | — | 742 | 546 | 1,288 | 274 | 1985 | 06/07 | 25 | |
| Tyler, TX | — | 542 | 403 | — | — | 481 | 403 | 884 | 202 | 1984 | 06/07 | 25 |
See accompanying report of independent registered public accounting firm.
F-30
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Fort Ticonderoga: | ||||||||||||
| Ticonderoga, NY | — | 89 | 689 | 60 | — | 89 | 749 | 838 | 278 | 1993 | 09/04 | 40 |
| Fresenius Medical Care: | ||||||||||||
| Houston, TX | — | 422 | 1,915 | 510 | — | 422 | 2,425 | 2,847 | 832 | 1995 | 12/05 | 40 |
| Rockford, MI | — | 226 | 1,404 | — | — | 226 | 1,404 | 1,630 | 256 | 2002 | 07/14 | 30 |
| Fresh Market: | ||||||||||||
| Gainesville, FL | — | 317 | 1,248 | 673 | — | 317 | 1,921 | 2,238 | 716 | 1982 | 03/99 | 40 |
| Frisch's Big Boy: | ||||||||||||
| Batavia, OH | — | 319 | 2,637 | 150 | — | 319 | 2,787 | 3,106 | 392 | 1995 | 08/15 | 30 |
| Bethel, OH | — | 242 | 2,512 | 150 | — | 242 | 2,662 | 2,904 | 447 | 1982 | 08/15 | 25 |
| Burlington, KY | — | 589 | 2,357 | 150 | — | 589 | 2,507 | 3,096 | 346 | 1995 | 08/15 | 30 |
| Cincinnati, OH | — | 300 | 1,952 | 150 | — | 300 | 2,102 | 2,402 | 345 | 1990 | 08/15 | 25 |
| Cincinnati, OH | — | 445 | 929 | — | — | 445 | 929 | 1,374 | 135 | 2005 | 08/15 | 30 |
| Cincinnati, OH | — | 387 | 1,865 | — | — | 387 | 1,865 | 2,252 | 272 | 1996 | 08/15 | 30 |
| Cincinnati, OH | — | 183 | 3,283 | 150 | — | 183 | 3,433 | 3,616 | 583 | 1980 | 08/15 | 25 |
| Cincinnati, OH | — | 319 | 2,753 | 150 | — | 319 | 2,903 | 3,222 | 406 | 2007 | 08/15 | 30 |
| Cincinnati, OH | — | 782 | 1,961 | 150 | — | 782 | 2,111 | 2,893 | 352 | 1973 | 08/15 | 25 |
| Cincinnati, OH | — | 271 | 939 | — | — | 271 | 939 | 1,210 | 164 | 1994 | 08/15 | 25 |
| Cincinnati, OH | — | 541 | 1,981 | 150 | — | 541 | 2,131 | 2,672 | 355 | 1964 | 08/15 | 25 |
| Cincinnati, OH | — | 638 | 1,845 | 150 | — | 638 | 1,995 | 2,633 | 330 | 1993 | 08/15 | 25 |
| Cincinnati, OH | — | 290 | 3,100 | 150 | — | 290 | 3,250 | 3,540 | 551 | 1985 | 08/15 | 25 |
| Cincinnati, OH | — | 734 | 1,768 | 150 | — | 734 | 1,918 | 2,652 | 317 | 1991 | 08/15 | 25 |
| Cincinnati, OH | — | 754 | 1,044 | — | — | 754 | 1,044 | 1,798 | 152 | 1997 | 08/15 | 30 |
| Cincinnati, OH | — | 695 | 2,173 | 150 | — | 695 | 2,323 | 3,018 | 324 | 1982 | 08/15 | 30 |
| Cincinnati, OH | — | 329 | 1,672 | — | — | 329 | 1,672 | 2,001 | 293 | 1988 | 08/15 | 25 |
| Cincinnati, OH | — | 657 | 1,874 | 150 | — | 654 | 2,024 | 2,678 | 336 | 1986 | 08/15 | 25 |
| Cincinnati, OH | — | 976 | 1,806 | — | — | 976 | 1,806 | 2,782 | 226 | 2011 | 08/15 | 35 |
| Cincinnati, OH | — | 435 | 3,457 | 150 | — | 435 | 3,607 | 4,042 | 614 | 1970 | 08/15 | 25 |
| Cold Spring, KY | — | 763 | 2,144 | 150 | — | 763 | 2,294 | 3,057 | 320 | 1993 | 08/15 | 30 |
| Covington, KY | — | 522 | 2,444 | 150 | — | 522 | 2,594 | 3,116 | 363 | 1991 | 08/15 | 30 |
| Dayton, OH | — | 445 | 1,276 | — | — | 445 | 1,276 | 1,721 | 160 | 2008 | 08/15 | 35 |
See accompanying report of independent registered public accounting firm.
F-31
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Dayton, OH | — | 464 | 2,029 | — | — | 464 | 2,029 | 2,493 | 296 | 1988 | 08/15 | 30 |
| Dayton, OH | — | 261 | 1,392 | — | — | 261 | 1,392 | 1,653 | 244 | 1985 | 08/15 | 25 |
| Dayton, OH | — | 589 | 1,662 | — | — | 589 | 1,662 | 2,251 | 242 | 2006 | 08/15 | 30 |
| Dayton, OH | — | 407 | 349 | — | — | 407 | 349 | 756 | 44 | 2010 | 08/15 | 35 |
| Dayton, OH | — | 348 | 1,633 | — | — | 348 | 1,633 | 1,981 | 286 | 1990 | 08/15 | 25 |
| Eaton, OH | — | 319 | 1,267 | — | — | 319 | 1,267 | 1,586 | 222 | 1992 | 08/15 | 25 |
| Englewood, OH | — | 348 | 1,846 | 150 | — | 348 | 1,996 | 2,344 | 326 | 1976 | 08/15 | 25 |
| Erlanger, KY | — | 425 | 1,740 | — | — | 425 | 1,740 | 2,165 | 304 | 1991 | 08/15 | 25 |
| Fairborn, OH | — | 348 | 1,305 | — | — | 348 | 1,305 | 1,653 | 190 | 1989 | 08/15 | 30 |
| Fairfield, OH | — | 580 | 1,556 | 150 | — | 580 | 1,706 | 2,286 | 281 | 1976 | 08/15 | 25 |
| Florence, KY | — | 860 | 1,903 | 150 | — | 860 | 2,053 | 2,913 | 340 | 1986 | 08/15 | 25 |
| Florence, KY | — | 850 | 1,971 | 150 | — | 850 | 2,121 | 2,971 | 292 | 2001 | 08/15 | 30 |
| Fort Mitchell, KY | — | 792 | 3,051 | 150 | — | 792 | 3,201 | 3,993 | 452 | 1988 | 08/15 | 30 |
| Franklin, OH | — | 406 | 1,749 | 150 | — | 406 | 1,899 | 2,305 | 314 | 1977 | 08/15 | 25 |
| Franklin, OH | — | 415 | 2,425 | 150 | — | 415 | 2,575 | 2,990 | 359 | 1987 | 08/15 | 30 |
| Gahanna, OH | — | 389 | 165 | — | — | 389 | 165 | 554 | 24 | 1994 | 08/15 | 30 |
| Greensburg, IN | — | 464 | 1,575 | 150 | — | 464 | 1,726 | 2,190 | 234 | 1990 | 08/15 | 30 |
| Grove City, OH | — | 406 | 1,846 | — | — | 406 | 1,846 | 2,252 | 269 | 1993 | 08/15 | 30 |
| Groveport, OH | — | 145 | 1,084 | — | — | 145 | 1,084 | 1,229 | 158 | 1992 | 08/15 | 30 |
| Hamilton, OH | — | 310 | 1,045 | — | — | 310 | 1,045 | 1,355 | 183 | 1968 | 08/15 | 25 |
| Hamilton, OH | — | 560 | 1,894 | — | — | 560 | 1,894 | 2,454 | 276 | 2009 | 08/15 | 30 |
| Harrison, OH | — | 338 | 2,685 | 150 | — | 338 | 2,835 | 3,173 | 395 | 1989 | 08/15 | 30 |
| Heath, OH | — | 939 | 348 | — | — | 939 | 348 | 1,287 | 44 | 2011 | 08/15 | 35 |
| Hillsboro, OH | — | 502 | 2,926 | 150 | — | 502 | 3,076 | 3,578 | 520 | 1980 | 08/15 | 25 |
| Independence, KY | — | 657 | 1,816 | — | — | 657 | 1,816 | 2,473 | 265 | 2009 | 08/15 | 30 |
| Lancaster, OH | — | 570 | 1,604 | — | — | 570 | 1,604 | 2,174 | 234 | 1992 | 08/15 | 30 |
| Lawrenceburg, IN | — | 550 | 3,071 | — | — | 550 | 3,071 | 3,621 | 384 | 2010 | 08/15 | 35 |
| Lebanon, OH | — | 560 | 2,550 | 150 | — | 560 | 2,700 | 3,260 | 378 | 2006 | 08/15 | 30 |
| Lexington, KY | — | 647 | 2,289 | 150 | — | 647 | 2,439 | 3,086 | 408 | 1976 | 08/15 | 25 |
| Lexington, KY | — | 734 | 1,382 | — | — | 724 | 1,382 | 2,106 | 173 | 2013 | 08/15 | 35 |
| Louisville, KY | — | 891 | 97 | — | — | 891 | 97 | 988 | 14 | 1994 | 08/15 | 30 |
| Louisville, KY | — | 628 | 1,691 | 150 | — | 628 | 1,841 | 2,469 | 254 | 1990 | 08/15 | 30 |
| Loveland, OH | — | 241 | 2,666 | 150 | — | 241 | 2,816 | 3,057 | 475 | 1980 | 08/15 | 25 |
| Loveland, OH | — | 184 | 1,740 | — | — | 184 | 1,740 | 1,924 | 254 | 1990 | 08/15 | 30 |
See accompanying report of independent registered public accounting firm.
F-32
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Marysville, OH | — | 281 | 823 | — | — | 281 | 823 | 1,104 | 120 | 1993 | 08/15 | 30 | |
| Mason, OH | — | 531 | 1,981 | 150 | — | 531 | 2,131 | 2,662 | 355 | 1987 | 08/15 | 25 | |
| Maysville, KY | — | 454 | 3,119 | 175 | — | 479 | 3,269 | 3,748 | 554 | 1992 | 08/15 | 25 | |
| Miamisburg, OH | — | 551 | 1,701 | 150 | — | 551 | 1,851 | 2,402 | 300 | 1970 | 08/15 | 25 | |
| Middletown, OH | — | 823 | 310 | — | — | 823 | 310 | 1,133 | 39 | 2013 | 08/15 | 35 | |
| Middletown, OH | — | 155 | 1,952 | 150 | — | 155 | 2,102 | 2,257 | 350 | 1966 | 08/15 | 25 | |
| Milford, OH | — | 309 | 1,942 | 150 | — | 309 | 2,092 | 2,401 | 348 | 1960 | 08/15 | 25 | |
| New Albany, IN | — | 493 | 1,238 | — | — | 493 | 1,238 | 1,731 | 180 | 1995 | 08/15 | 30 | |
| Shepherdsville, KY | — | 793 | 1,092 | — | — | 793 | 1,092 | 1,885 | 159 | 2009 | 08/15 | 30 | |
| Springfield, OH | — | 560 | 1,691 | 150 | — | 560 | 1,841 | 2,401 | 250 | 2007 | 08/15 | 30 | |
| Tipp City, OH | — | 503 | 919 | — | — | 503 | 919 | 1,422 | 134 | 1996 | 08/15 | 30 | |
| Troy, OH | — | 445 | 1,807 | 150 | — | 445 | 1,957 | 2,402 | 266 | 1987 | 08/15 | 30 | |
| Urbana, OH | — | 252 | 1,142 | — | — | 252 | 1,142 | 1,394 | 200 | 1991 | 08/15 | 25 | |
| Washington, OH | — | 300 | 1,672 | 150 | — | 300 | 1,822 | 2,122 | 248 | 1990 | 08/15 | 30 | |
| Wilmington, OH | — | 377 | 2,502 | 150 | — | 377 | 2,652 | 3,029 | 444 | 1973 | 08/15 | 25 | |
| Winchester, KY | — | 348 | 1,325 | — | — | 348 | 1,325 | 1,673 | 193 | 2008 | 08/15 | 30 | |
| Xenia, OH | — | 261 | 2,299 | 150 | — | 261 | 2,449 | 2,710 | 338 | 1986 | 08/15 | 30 | |
| Fuel Up: | |||||||||||||
| Chambersburg, PA | — | 76 | 197 | — | — | 76 | 197 | 273 | 142 | 1990 | 08/05 | 20 | |
| Fuel-On: | |||||||||||||
| Emporium, PA | — | 380 | 569 | — | — | 380 | 569 | 949 | 409 | 1996 | 08/05 | 20 | |
| Johnsonburg, PA | — | 781 | 504 | — | — | 781 | 504 | 1,285 | 362 | 1978 | 08/05 | 20 | |
| St. Marys, PA | — | 274 | 261 | — | — | 274 | 261 | 535 | 188 | 1979 | 08/05 | 20 | |
| Houtzdale, PA | — | 541 | 500 | 46 | — | 356 | 46 | 402 | 3 | 1977 | 01/06 | 15 | |
| Pittsburgh, PA | — | 905 | 1,346 | — | — | 905 | 1,346 | 2,251 | 470 | 1967 | 01/06 | 40 | |
| Zelienople, PA | — | 160 | 437 | — | — | 160 | 437 | 597 | 153 | 1988 | 01/06 | 40 | |
| Fuji Japanese Steakhouse: | |||||||||||||
| Farmington, NM | — | 2,757 | — | 773 | — | 2,757 | 773 | 3,530 | 217 | 2003 | 12/07 | (o) | 40 |
See accompanying report of independent registered public accounting firm.
F-33
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Furniture Bank: | |||||||||||||
| Columbus, OH | — | 1,596 | 934 | 239 | — | 1,605 | 1,165 | 2,770 | 397 | 1970 | 11/04 | (o) | 40 |
| Furr's Family Dining: | |||||||||||||
| Moore, OK | — | 939 | — | 2,429 | — | 939 | 2,429 | 3,368 | 741 | 2007 | 03/07 | (m) | 40 |
| Arlington, TX | — | 1,061 | — | 1,594 | — | 1,061 | 1,594 | 2,655 | 367 | 2010 | 04/10 | (m) | 40 |
| McAllen, TX | — | 520 | 1,700 | — | — | 520 | 1,700 | 2,220 | 456 | 2004 | 12/11 | 30 | |
| FX Video Game Exchange: | |||||||||||||
| Corpus Christi, TX | — | 125 | 137 | 229 | — | 125 | 366 | 491 | 134 | 1967 | 11/93 | 40 | |
| Gander Outdoors: | |||||||||||||
| Amarillo, TX | — | 1,514 | 5,781 | 6,614 | — | 4,581 | 9,285 | 13,866 | 2,268 | 2004 | 11/04 | (m) | 40 |
| DeForest, WI | — | 2,798 | 10,953 | 3,303 | — | 2,787 | 14,216 | 17,003 | 3,503 | 2008 | 09/10 | (m) | 35 |
| Springfield, IL | — | 1,717 | 7,622 | 5,726 | — | 3,739 | 11,326 | 15,065 | 2,090 | 2009 | 09/10 | (m) | 35 |
| Onalaska, WI | — | 1,963 | — | 7,417 | — | 1,733 | 7,417 | 9,150 | 1,511 | 2011 | 10/10 | (m) | 40 |
| Ocala, FL | — | 3,315 | 8,908 | 645 | — | 3,315 | 9,553 | 12,868 | 2,384 | 2008 | 10/10 | (m) | 35 |
| Bowling Green, KY | — | 1,777 | 7,319 | 713 | — | 1,777 | 8,032 | 9,809 | 1,802 | 2007 | 07/11 | (m) | 35 |
| Roanoke, VA | — | 1,769 | 8,120 | 738 | — | 1,769 | 8,858 | 10,627 | 2,001 | 2008 | 07/11 | (m) | 35 |
| Greenfield, IN | — | 878 | — | 6,695 | — | 878 | 6,695 | 7,573 | 886 | 2014 | 12/13 | (m) | 40 |
| Lakeville, MN | — | 3,243 | 11,191 | 609 | — | 3,243 | 11,800 | 15,043 | 1,826 | 2003 | 03/15 | (o) | 30 |
| Gate Petroleum: | |||||||||||||
| Concord, NC | — | 852 | 1,201 | — | — | 852 | 1,201 | 2,053 | 437 | 2001 | 06/05 | 40 | |
| Rocky Mount, NC | — | 259 | 1,164 | — | — | 259 | 1,164 | 1,423 | 423 | 2000 | 06/05 | 40 | |
| Gerber Collision: | |||||||||||||
| Garner, NC | — | 352 | 1,056 | — | — | 352 | 1,056 | 1,408 | 359 | 1972 | 03/13 | 20 | |
| Estero, FL | — | 839 | — | 2,135 | — | 839 | 2,135 | 2,974 | 294 | 2015 | 10/14 | (m) | 30 |
| Woodstock, GA | — | 328 | 1,291 | — | — | 328 | 1,291 | 1,619 | 221 | 1990 | 11/14 | 30 | |
| Roswell, GA | — | 958 | — | 1,920 | — | 961 | 1,920 | 2,881 | 368 | 2015 | 12/14 | (m) | 25 |
| Tucson, AZ | — | 242 | 1,518 | — | — | 242 | 1,518 | 1,760 | 252 | 2002 | 01/15 | 30 | |
| Tucson, AZ | — | 330 | 1,746 | — | — | 330 | 1,746 | 2,076 | 247 | 2008 | 01/15 | 35 |
See accompanying report of independent registered public accounting firm.
F-34
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Kansas City, MO | — | 727 | 834 | — | — | 727 | 834 | 1,561 | 16 | 1950 | 08/19 | 20 | |
| Daytona Beach, FL | — | 681 | — | — | — | 681 | (e) | 681 | (e) | (e) | 08/19 | (o) | (e) |
| Woodstock, GA | — | 210 | 785 | — | — | 210 | 785 | 995 | 1 | 1988 | 12/19 | 25 | |
| Global: | |||||||||||||
| Augusta, ME | — | 234 | 1,384 | — | — | 234 | 1,384 | 1,618 | 196 | 1987 | 06/16 | 25 | |
| Bedford, NH | — | 332 | 907 | — | — | 315 | 907 | 1,222 | 129 | 1980 | 06/16 | 25 | |
| Bridgeport, CT | — | 331 | 1,762 | — | — | 331 | 1,762 | 2,093 | 250 | 1979 | 06/16 | 25 | |
| Derry, NH | — | 176 | 1,044 | — | — | 176 | 1,044 | 1,220 | 148 | 1987 | 06/16 | 25 | |
| Dover, NH | — | 497 | 926 | — | — | 497 | 926 | 1,423 | 109 | 2004 | 06/16 | 30 | |
| Epping, NH | — | 798 | 1,363 | — | — | 798 | 1,363 | 2,161 | 161 | 1998 | 06/16 | 30 | |
| Exeter, NH | — | 593 | 3,258 | — | — | 593 | 3,258 | 3,851 | 385 | 2001 | 06/16 | 30 | |
| Fitzwilliam, NH | — | 146 | 2,404 | — | — | 146 | 2,404 | 2,550 | 341 | 1993 | 06/16 | 25 | |
| Gardner, MA | — | 88 | 2,764 | — | — | 88 | 2,764 | 2,852 | 392 | 1968 | 06/16 | 25 | |
| Hanover, MA | — | 380 | 1,131 | — | — | 380 | 1,131 | 1,511 | 160 | 1991 | 06/16 | 25 | |
| Johnston, RI | — | 478 | 1,082 | — | — | 478 | 1,082 | 1,560 | 153 | 1992 | 06/16 | 25 | |
| Manchester, CT | — | 584 | 1,869 | — | — | 584 | 1,869 | 2,453 | 265 | 1983 | 06/16 | 25 | |
| Middleton, MA | — | 331 | 1,694 | — | — | 331 | 1,694 | 2,025 | 200 | 2001 | 06/16 | 30 | |
| Milford, MA | — | 642 | 1,869 | — | — | 642 | 1,869 | 2,511 | 265 | 1972 | 06/16 | 25 | |
| Nashua, NH | — | 351 | 1,160 | — | — | 351 | 1,160 | 1,511 | 164 | 1991 | 06/16 | 25 | |
| North Easton, MA | — | 1,293 | 2,917 | — | — | 1,293 | 2,917 | 4,210 | 344 | 2005 | 06/16 | 30 | |
| Portland, ME | — | 361 | 732 | — | — | 361 | 732 | 1,093 | 104 | 1987 | 06/16 | 25 | |
| Saugus, MA | — | 885 | 3,209 | — | — | 885 | 3,209 | 4,094 | 379 | 1997 | 06/16 | 30 | |
| Scarborough, ME | — | 662 | 1,393 | — | — | 662 | 1,393 | 2,055 | 164 | 1998 | 06/16 | 30 | |
| Tewksbury, MA | — | 449 | 839 | — | — | 449 | 839 | 1,288 | 99 | 2000 | 06/16 | 30 | |
| Townsend, MA | — | 195 | 1,695 | — | — | 195 | 1,695 | 1,890 | 240 | 1983 | 06/16 | 25 | |
| Waltham, MA | — | 467 | 1,995 | — | — | 467 | 1,995 | 2,462 | 283 | 1983 | 06/16 | 25 | |
| Warwick, RI | — | 633 | 1,120 | — | — | 633 | 1,120 | 1,753 | 132 | 2004 | 06/16 | 30 | |
| Waterville, ME | — | 49 | 1,112 | — | — | 49 | 1,112 | 1,161 | 158 | 1987 | 06/16 | 25 | |
| Westerly, RI | — | 506 | 2,141 | — | — | 506 | 2,141 | 2,647 | 253 | 1998 | 06/16 | 30 | |
| Westerly, RI | — | 351 | 1,830 | — | — | 351 | 1,830 | 2,181 | 259 | 1989 | 06/16 | 25 | |
| Westford, MA | — | 448 | 1,072 | — | — | 448 | 1,072 | 1,520 | 127 | 1998 | 06/16 | 30 | |
| Weymouth, MA | — | 214 | 1,802 | — | — | 214 | 1,802 | 2,016 | 255 | 1960 | 06/16 | 25 |
See accompanying report of independent registered public accounting firm.
F-35
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Wyoming, RI | — | 409 | 1,276 | — | — | 409 | 1,276 | 1,685 | 151 | 1999 | 06/16 | 30 |
| York, ME | — | 175 | 2,812 | — | — | 175 | 2,812 | 2,987 | 398 | 1990 | 06/16 | 25 |
| Golden Corral: | ||||||||||||
| Lake Placid, FL | — | 115 | 305 | 54 | — | 115 | 359 | 474 | 358 | 1985 | 05/85 | 35 |
| Brandon, FL | — | 1,188 | 1,339 | — | — | 1,188 | 1,339 | 2,527 | 604 | 1998 | 12/01 | 40 |
| Temple Terrace, FL | — | 1,330 | 1,391 | — | — | 1,330 | 1,391 | 2,721 | 627 | 1997 | 12/01 | 40 |
| Davenport, IA | — | 923 | 2,122 | — | — | 923 | 2,122 | 3,045 | 296 | 1998 | 02/15 | 35 |
| Orange Park, FL | — | 1,074 | 1,794 | — | — | 1,074 | 1,794 | 2,868 | 292 | 1995 | 02/15 | 30 |
| Pensacola, FL | — | 1,344 | 3,212 | — | — | 1,344 | 3,212 | 4,556 | 447 | 1999 | 02/15 | 35 |
| Goodwill: | ||||||||||||
| Sealy, TX | — | 612 | 675 | 655 | — | 612 | 1,330 | 1,942 | 531 | 1982 | 03/99 | 40 |
| Fort Worth, TX | — | 988 | 2,368 | 32 | — | 988 | 2,401 | 3,389 | 886 | 1997 | 02/05 | 40 |
| Goodyear Truck & Tire: | ||||||||||||
| Anthony, TX | — | (l) | 1,242 | 6 | — | (l) | 1,248 | 1,248 | 388 | 2007 | 02/07 | 40 |
| Beaverdam, OH | — | (l) | 1,521 | — | — | (l) | 1,521 | 1,521 | 480 | 2004 | 05/07 | 40 |
| Benton, AR | — | (l) | 309 | — | — | (l) | 309 | 309 | 96 | 2001 | 05/07 | 40 |
| Bowman, SC | — | (l) | 969 | — | — | (l) | 969 | 969 | 350 | 1998 | 05/07 | 35 |
| Dalton, GA | — | (l) | 1,541 | — | — | (l) | 1,541 | 1,541 | 486 | 2004 | 05/07 | 40 |
| Dandridge, TN | — | (l) | 1,030 | — | — | (l) | 1,030 | 1,030 | 372 | 1989 | 05/07 | 35 |
| Franklin, OH | — | (l) | 563 | — | — | (l) | 563 | 563 | 203 | 1998 | 05/07 | 35 |
| Gary, IN | — | (l) | 1,486 | — | — | (l) | 1,486 | 1,486 | 469 | 2004 | 05/07 | 40 |
| Georgetown, KY | — | (l) | 679 | — | — | (l) | 679 | 679 | 286 | 1997 | 05/07 | 30 |
| Mebane, NC | — | (l) | 561 | — | — | (l) | 561 | 561 | 202 | 1998 | 05/07 | 35 |
| Piedmont, SC | — | (l) | 567 | — | — | (l) | 567 | 567 | 204 | 1999 | 05/07 | 35 |
| Port Wentworth, GA | — | (l) | 552 | — | — | (l) | 552 | 552 | 199 | 1998 | 05/07 | 35 |
| Valdosta, GA | — | (l) | 1,477 | — | — | (l) | 1,477 | 1,477 | 466 | 2004 | 05/07 | 40 |
| Temple, GA | — | (l) | 1,065 | — | — | (l) | 1,065 | 1,065 | 323 | 2007 | 06/07 | 40 |
| Whiteland, IN | — | (l) | 1,471 | — | — | (l) | 1,471 | 1,471 | 458 | 2004 | 07/07 | 40 |
| Urbandale, IA | — | (l) | 816 | — | — | (l) | 816 | 816 | 254 | 1987 | 07/07 | 40 |
| Robinson, TX | — | (l) | 1,183 | — | — | (l) | 1,183 | 1,183 | 358 | 2007 | 07/07 | 40 |
See accompanying report of independent registered public accounting firm.
F-36
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Kearney, MO | — | (l) | 1,269 | — | — | (l) | 1,269 | 1,269 | 395 | 2003 | 07/07 | 40 | |
| Oklahoma City, OK | — | (l) | 1,247 | — | — | (l) | 1,247 | 1,247 | 370 | 2008 | 08/07 | 40 | |
| Amarillo, TX | — | (l) | 1,158 | — | — | (l) | 1,158 | 1,158 | 334 | 2008 | 02/08 | 40 | |
| Jackson, MS | — | (l) | 1,281 | — | — | (l) | 1,281 | 1,281 | 367 | 2008 | 03/08 | 40 | |
| Glendale, KY | — | (l) | 1,066 | — | — | (l) | 1,066 | 1,066 | 299 | 2008 | 07/08 | 40 | |
| Lebanon, TN | — | (l) | 1,331 | — | — | (l) | 1,331 | 1,331 | 367 | 2008 | 08/08 | (p) | 40 |
| Laredo, TX | — | (l) | 1,238 | — | — | (l) | 1,238 | 1,238 | 334 | 2009 | 11/08 | (p) | 40 |
| Midland, TX | — | (l) | 1,148 | — | — | (l) | 1,148 | 1,148 | 272 | 2010 | 04/10 | (p) | 40 |
| Tuscaloosa, AL | — | (l) | 1,002 | — | — | (l) | 1,002 | 1,002 | 227 | 2010 | 08/10 | (p) | 40 |
| Kenly, NC | — | (l) | 1,066 | — | — | (l) | 1,066 | 1,066 | 237 | 2011 | 11/10 | (p) | 40 |
| Matthews, MO | — | (l) | 1,042 | 50 | — | (l) | 1,092 | 1,092 | 232 | 2011 | 01/11 | (p) | 40 |
| Baytown, TX | — | (l) | — | 1,375 | — | (l) | 1,375 | 1,375 | 288 | 2011 | 05/11 | (p) | 40 |
| Sunbury, OH | — | (l) | — | 1,424 | — | (l) | 1,424 | 1,424 | 286 | 2011 | 06/11 | (p) | 40 |
| Greenwood, LA | — | (l) | — | 1,291 | — | (l) | 1,291 | 1,291 | 262 | 2011 | 06/11 | (p) | 40 |
| Joplin, MO | — | (l) | — | 1,168 | — | (l) | 1,168 | 1,168 | 237 | 2011 | 06/11 | (p) | 40 |
| Winslow, AZ | — | (l) | — | 1,613 | — | (l) | 1,613 | 1,613 | 317 | 2012 | 09/11 | (p) | 40 |
| Gulfport, MS | — | (l) | — | 1,377 | — | (l) | 1,377 | 1,377 | 265 | 2012 | 11/11 | (p) | 40 |
| Sulphur Springs, TX | — | (l) | — | 1,283 | — | (l) | 1,283 | 1,283 | 245 | 2012 | 12/11 | (p) | 40 |
| Walcott, IA | — | (l) | — | 1,673 | — | (l) | 1,673 | 1,673 | 173 | 2015 | 07/15 | (p) | 40 |
| S. Beloit, IL | — | (l) | — | 1,927 | — | (l) | 1,927 | 1,927 | 187 | 2016 | 08/15 | (p) | 40 |
| Eloy, AZ | — | (l) | — | 1,739 | — | (l) | 1,739 | 1,739 | 168 | 2016 | 10/15 | (p) | 40 |
| Gordmans: | |||||||||||||
| Wyoming, MI | — | 1,322 | — | 4,447 | — | 1,322 | 4,447 | 5,769 | 607 | 2014 | 10/13 | (m) | 40 |
| Saginaw, MI | — | 763 | — | 4,088 | — | 763 | 4,088 | 4,851 | 558 | 2014 | 02/14 | (m) | 40 |
| Great Clips: | |||||||||||||
| Swansea, IL | — | 46 | 132 | 157 | — | 46 | 290 | 336 | 81 | 1997 | 12/01 | (g) | 40 |
| Lapeer, MI | — | 27 | 194 | — | — | 27 | 184 | 211 | 58 | 2007 | 10/05 | 40 | |
| Guitar Center: | |||||||||||||
| Roseville, MN | — | 1,599 | 1,419 | 23 | — | 1,599 | 1,442 | 3,041 | 503 | 1994 | 12/05 | 40 |
See accompanying report of independent registered public accounting firm.
F-37
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| H&R Block: | |||||||||||||
| Swansea, IL | — | 46 | 132 | 69 | — | 46 | 201 | 247 | 135 | 1997 | 12/01 | 40 | |
| Bristol, VA | — | 63 | 184 | 40 | — | 63 | 224 | 287 | 47 | 2000 | 07/14 | 25 | |
| Harbor Freight Tools: | |||||||||||||
| Federal Way, WA | — | 2,037 | 1,662 | 534 | — | 2,037 | 2,195 | 4,232 | 1,063 | 1994 | 06/98 | 40 | |
| Gastonia, NC | — | 994 | 1,513 | 193 | — | 994 | 1,706 | 2,700 | 608 | 2004 | 12/04 | 40 | |
| Plainfield, IN | — | 503 | — | 1,691 | — | 503 | 1,691 | 2,194 | 266 | 1972 | 12/14 | (o) | 30 |
| Houma, LA | — | 1,037 | — | 3,362 | — | 1,037 | 3,362 | 4,399 | 235 | 2016 | 08/16 | (m) | 40 |
| McKinney, TX | — | 1,040 | — | 2,551 | — | 1,040 | 2,551 | 3,591 | 157 | 2017 | 01/17 | (m) | 40 |
| Marion, IN | — | 493 | — | 1,697 | — | 493 | 1,693 | 2,186 | 87 | 2017 | 08/17 | (m) | 40 |
| Sandusky, OH | — | 999 | — | 1,296 | — | 999 | 1,296 | 2,295 | 42 | 2018 | 04/18 | (m) | 40 |
| Casa Grande, AZ | — | 1,963 | 1,206 | — | — | 1,963 | 1,206 | 3,169 | 78 | 1976 | 09/18 | 20 | |
| Hillsboro, OH | — | 541 | 2,412 | — | — | 541 | 2,412 | 2,953 | 125 | 1978 | 09/18 | 25 | |
| Howell, MI | — | 737 | 2,828 | — | — | 737 | 2,828 | 3,565 | 146 | 1993 | 09/18 | 25 | |
| Lake City, FL | — | 767 | 2,567 | — | — | 767 | 2,567 | 3,334 | 95 | 2014 | 09/18 | 35 | |
| Morristown, TN | — | 657 | 2,290 | — | — | 657 | 2,290 | 2,947 | 84 | 2015 | 09/18 | 35 | |
| Palm Harbor, FL | — | 1,948 | 2,216 | — | — | 1,948 | 2,216 | 4,164 | 95 | 1980 | 09/18 | 30 | |
| Reynoldsburg, OH | — | 767 | 3,502 | — | — | 767 | 3,502 | 4,269 | 129 | 2014 | 09/18 | 35 | |
| Rogers, AR | — | 448 | 2,052 | — | — | 448 | 2,052 | 2,500 | 88 | 1997 | 09/18 | 30 | |
| Sebring, FL | — | 519 | 2,350 | — | — | 519 | 2,350 | 2,869 | 101 | 1980 | 09/18 | 30 | |
| Steubenville, OH | — | 748 | 2,162 | — | — | 748 | 2,162 | 2,910 | 112 | 1999 | 09/18 | 25 | |
| Troy, OH | — | 685 | 2,750 | — | — | 685 | 2,750 | 3,435 | 118 | 2006 | 09/18 | 30 | |
| Warren, OH | — | 332 | 2,960 | — | — | 332 | 2,960 | 3,292 | 109 | 2013 | 09/18 | 35 | |
| Zanesville, OH | — | 913 | 2,202 | — | — | 913 | 2,202 | 3,115 | 81 | 2014 | 09/18 | 35 | |
| Louisville, KY | — | 970 | — | 1,808 | — | 970 | 1,808 | 2,778 | 24 | 2019 | 11/18 | (m) | (k) |
| Defiance, OH | — | 515 | 2,435 | — | — | 515 | 2,435 | 2,950 | 55 | 2017 | 03/19 | 35 | |
| Henderson, NV | — | 577 | 2,653 | — | — | 577 | 2,653 | 3,230 | 70 | 1961 | 03/19 | 30 | |
| Las Vegas, NV | — | 1,152 | 3,870 | — | — | 1,152 | 3,870 | 5,022 | 102 | 1991 | 03/19 | 30 | |
| Cranberry, PA | — | 631 | 2,870 | — | — | 631 | 2,870 | 3,501 | 62 | 2000 | 06/19 | 25 | |
| La Mirada, CA | — | 3,670 | 3,304 | — | — | 3,670 | 3,304 | 6,974 | 72 | 1999 | 06/19 | 25 | |
| Monaca, PA | — | 698 | 3,365 | — | — | 698 | 3,365 | 4,063 | 61 | 2004 | 06/19 | 30 | |
| Van Nuys, CA | — | 2,889 | 2,618 | — | — | 2,889 | 2,618 | 5,507 | 57 | 1978 | 06/19 | 25 |
See accompanying report of independent registered public accounting firm.
F-38
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Los Lunas, NM | — | 330 | 2,428 | — | — | 330 | 2,428 | 2,758 | 23 | 2019 | 08/19 | 40 | |
| Bay City, MI | — | 819 | — | — | — | 819 | (e) | 819 | (e) | (e) | 10/19 | (m) | (e) |
| Hardee's: | |||||||||||||
| Savannah, TN | — | 151 | 713 | — | — | 151 | 713 | 864 | 174 | 1988 | 02/15 | 20 | |
| Warrenton, NC | — | 143 | 633 | — | — | 143 | 633 | 776 | 103 | 1960 | 02/15 | 30 | |
| Havertys Furniture: | |||||||||||||
| Pensacola, FL | — | 633 | 1,595 | 66 | — | 603 | 1,661 | 2,264 | 956 | 1994 | 06/96 | 40 | |
| Bowie, MD | — | 1,966 | 4,221 | — | — | 1,966 | 4,221 | 6,187 | 2,243 | 1997 | 12/97 | 39 | |
| Healthy Pet: | |||||||||||||
| Suwanee, GA | — | 175 | 1,038 | — | — | 175 | 1,038 | 1,213 | 339 | 1997 | 12/06 | 40 | |
| Colonial Heights, VA | — | 160 | 746 | — | — | 160 | 746 | 906 | 242 | 1996 | 01/07 | 40 | |
| Hear USA: | |||||||||||||
| Lapeer, MI | — | 29 | 211 | — | — | 29 | 201 | 230 | 63 | 2007 | 10/05 | 40 | |
| Heartland Dental: | |||||||||||||
| Greer, SC | — | 399 | — | 1,435 | — | 399 | 1,435 | 1,834 | 85 | 2017 | 05/17 | (m) | 40 |
| Herc Rentals: | |||||||||||||
| Anaheim, CA | — | 6,156 | 1,214 | — | — | 6,156 | 1,214 | 7,370 | 89 | 2005 | 10/17 | 30 | |
| Arden, NC | — | 359 | 1,286 | — | — | 359 | 1,286 | 1,645 | 95 | 1992 | 10/17 | 30 | |
| Athens, GA | — | 255 | 2,039 | — | — | 255 | 2,039 | 2,294 | 180 | 1977 | 10/17 | 25 | |
| Augusta, GA | — | 360 | 1,069 | — | — | 360 | 1,069 | 1,429 | 79 | 1999 | 10/17 | 30 | |
| Austin, TX | — | 2,215 | 1,517 | — | — | 2,215 | 1,517 | 3,732 | 112 | 2002 | 10/17 | 30 | |
| Baltimore, MD | — | 283 | 1,484 | — | — | 283 | 1,484 | 1,767 | 131 | 1984 | 10/17 | 25 | |
| Beaumont, TX | — | 822 | 624 | — | — | 822 | 624 | 1,446 | 46 | 1989 | 10/17 | 30 | |
| Boston, MA | — | 4,536 | 2,964 | — | — | 4,536 | 2,964 | 7,500 | 262 | 1960 | 10/17 | 25 | |
| Carson, CA | — | 5,646 | 3,764 | — | — | 5,646 | 3,764 | 9,410 | 277 | 2002 | 10/17 | 30 | |
| Charlotte, NC | — | 389 | 626 | — | — | 389 | 626 | 1,015 | 55 | 1964 | 10/17 | 25 | |
| Cincinnati, OH | — | 453 | 1,842 | — | — | 453 | 1,842 | 2,295 | 163 | 1971 | 10/17 | 25 |
See accompanying report of independent registered public accounting firm.
F-39
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Columbus, OH | — | 483 | 1,051 | — | — | 483 | 1,051 | 1,534 | 93 | 1968 | 10/17 | 25 | |
| Deer Park, TX | — | 443 | 1,953 | — | — | 443 | 1,953 | 2,396 | 144 | 1984 | 10/17 | 30 | |
| Fayetteville, NC | — | 311 | 2,038 | — | — | 311 | 2,038 | 2,349 | 180 | 1981 | 10/17 | 25 | |
| Foothill Ranch, CA | — | 3,484 | 1,799 | — | — | 3,484 | 1,799 | 5,283 | 132 | 2003 | 10/17 | 30 | |
| Gilbert, AZ | — | 839 | 1,754 | — | — | 839 | 1,754 | 2,593 | 129 | 1997 | 10/17 | 30 | |
| Greensboro, NC | — | 351 | 843 | — | — | 351 | 843 | 1,194 | 62 | 1988 | 10/17 | 30 | |
| Henderson, CO | — | 877 | 1,414 | — | — | 877 | 1,414 | 2,291 | 104 | 2005 | 10/17 | 30 | |
| Houston, TX | — | 417 | 596 | — | — | 417 | 596 | 1,013 | 53 | 1972 | 10/17 | 25 | |
| Lakeland, FL | — | 802 | 1,264 | — | — | 802 | 1,264 | 2,066 | 93 | 1998 | 10/17 | 30 | |
| Las Vegas, NV | — | 1,845 | 4,999 | — | — | 1,845 | 4,999 | 6,844 | 442 | 1975 | 10/17 | 25 | |
| Little Rock, AR | — | 463 | 1,342 | — | — | 463 | 1,342 | 1,805 | 119 | 1974 | 10/17 | 25 | |
| Macon, GA | — | 275 | 731 | — | — | 275 | 731 | 1,006 | 54 | 1999 | 10/17 | 30 | |
| Miami, FL | — | 3,041 | 1,469 | — | — | 3,041 | 1,469 | 4,510 | 130 | 1970 | 10/17 | 25 | |
| Norcross, GA | — | 692 | 464 | — | — | 692 | 464 | 1,156 | 41 | 1969 | 10/17 | 25 | |
| Oklahoma City, OK | — | 416 | 1,295 | — | — | 416 | 1,295 | 1,711 | 114 | 1983 | 10/17 | 25 | |
| Orlando, FL | — | 707 | 2,318 | — | — | 707 | 2,318 | 3,025 | 171 | 1998 | 10/17 | 30 | |
| Pensacola, FL | — | 180 | 851 | — | — | 180 | 851 | 1,031 | 63 | 1985 | 10/17 | 30 | |
| Phoenix, AZ | — | 511 | 814 | — | — | 511 | 814 | 1,325 | 72 | 1976 | 10/17 | 25 | |
| Raleigh, NC | — | 622 | 2,018 | — | — | 622 | 2,018 | 2,640 | 178 | 1965 | 10/17 | 25 | |
| Richland, MS | — | 208 | 1,268 | — | — | 208 | 1,268 | 1,476 | 93 | 1996 | 10/17 | 30 | |
| Riviera Beach, FL | — | 1,130 | 3,380 | — | — | 1,130 | 3,380 | 4,510 | 213 | 2007 | 10/17 | 35 | |
| Roseville, CA | — | 1,233 | 5,544 | — | — | 1,233 | 5,544 | 6,777 | 408 | 2002 | 10/17 | 30 | |
| San Diego, CA | — | 3,407 | 4,283 | — | — | 3,407 | 4,283 | 7,690 | 378 | 1977 | 10/17 | 25 | |
| Sarasota, FL | — | 443 | 1,377 | — | — | 443 | 1,377 | 1,820 | 122 | 1959 | 10/17 | 25 | |
| Savannah, GA | — | 426 | 758 | — | — | 426 | 758 | 1,184 | 56 | 1989 | 10/17 | 30 | |
| Springdale, AR | — | 702 | 323 | — | — | 702 | 323 | 1,025 | 24 | 1996 | 10/17 | 30 | |
| Springfield, MO | — | 199 | 1,078 | — | — | 199 | 1,078 | 1,277 | 95 | 1971 | 10/17 | 25 | |
| Tampa, FL | — | 490 | 2,026 | — | — | 490 | 2,026 | 2,516 | 179 | 1966 | 10/17 | 25 | |
| Texas City, TX | — | 539 | 700 | — | — | 539 | 700 | 1,239 | 62 | 1972 | 10/17 | 25 | |
| Virginia Beach, VA | — | 463 | 1,398 | — | — | 463 | 1,398 | 1,861 | 103 | 1986 | 10/17 | 30 | |
| West Sacramento, CA | — | 575 | 2,302 | — | — | 575 | 2,302 | 2,877 | 169 | 1987 | 10/17 | 30 | |
| Kansas City, MO | — | 1,009 | 4,121 | — | — | 1,009 | 4,121 | 5,130 | 172 | 1962 | 12/18 | 25 | |
| Hibbett Sports: | |||||||||||||
| Sealy, TX | — | 208 | 230 | 282 | — | 208 | 512 | 720 | 130 | 1982 | 03/99 | (g) | 40 |
| Hobby Lobby: | |||||||||||||
| Beavercreek, OH | — | 1,837 | — | 3,790 | — | 1,926 | 3,701 | 5,627 | 374 | 2015 | 08/15 | (m) | 40 |
| Hollywood Feed: | |||||||||||||
| Ridgeland, MS | — | 343 | 411 | 413 | — | 343 | 824 | 1,167 | 201 | 1997 | 12/05 | 40 | |
| Home Decor: | |||||||||||||
| Memphis, TN | — | 549 | 540 | 364 | — | 549 | 904 | 1,453 | 459 | 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 | 1,699 | — | 971 | 2,455 | 3,426 | 1,142 | 1995 | 12/95 | 40 | |
| Hometown Urgent Care: | |||||||||||||
| Warren, OH | — | 562 | 468 | 100 | — | 562 | 568 | 1,130 | 237 | 1997 | 12/01 | 40 | |
| Hooters: | |||||||||||||
| Tampa, FL | — | 784 | 505 | 450 | — | 784 | 955 | 1,739 | 298 | 1993 | 12/01 | 40 | |
| Hudson Grille: | |||||||||||||
| Alpharetta, GA | — | 3,033 | 1,642 | 209 | — | 3,033 | 1,851 | 4,884 | 758 | 1999 | 12/01 | 40 | |
| Humana: | |||||||||||||
| Sunrise, FL | — | 800 | 253 | — | — | 800 | 253 | 1,053 | 99 | 1984 | 05/04 | 40 | |
| Hy-Vee: | |||||||||||||
| St. Joseph, MO | — | 1,580 | 2,849 | — | — | 1,580 | 2,849 | 4,429 | 1,232 | 1991 | 09/02 | 40 | |
| Insurance Auto Auctions: | |||||||||||||
| New Orleans, LA | — | 1,445 | — | 4,123 | — | 1,445 | 3,987 | 5,432 | 836 | 1993 | 06/13 | (o) | 30 |
| E Dundee, IL | — | 2,772 | — | 8,320 | — | 2,772 | 8,320 | 11,092 | 1,040 | 2014 | 01/14 | (m) | 40 |
| Bergen, NY | — | 762 | — | 5,024 | — | 762 | 5,024 | 5,786 | 380 | 2016 | 08/15 | (m) | 40 |
| Eminence, KY | — | 724 | 4,928 | — | — | 724 | 4,928 | 5,652 | 463 | 2015 | 09/16 | 35 | |
| Meridian, ID | — | 1,076 | — | 4,048 | — | 1,076 | 4,048 | 5,124 | 361 | 2006 | 10/16 | (o) | 35 |
| Flint, MI | — | 1,049 | — | 5,676 | — | 1,049 | 5,676 | 6,725 | 195 | 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 | 250 | 2002 | 06/05 | 30 | |
| ISD Renal: | |||||||||||||
| Corpus Christi, TX | — | 406 | 4,036 | — | — | 406 | 4,036 | 4,442 | 1,082 | 1978 | 12/11 | 30 | |
| Kendallville, IN | — | 66 | 2,748 | — | — | 66 | 2,748 | 2,814 | 631 | 2007 | 12/11 | 35 | |
| Memphis, TN | — | 283 | 4,146 | — | — | 283 | 4,146 | 4,429 | 1,111 | 2001 | 12/11 | 30 | |
| Memphis, TN | — | 180 | 3,223 | — | — | 180 | 3,223 | 3,403 | 864 | 2002 | 12/11 | 30 | |
| J & J Insurance: | |||||||||||||
| Hollywood, FL | — | 398 | 90 | 74 | — | 243 | 37 | 280 | 7 | 1960 | 12/05 | 15 | |
| Jack in the Box: | |||||||||||||
| Plano, TX | — | 1,055 | 1,237 | — | — | 1,055 | 1,237 | 2,292 | 450 | 2001 | 06/05 | 40 | |
| Mansfield, TX | — | 808 | — | 508 | — | 808 | 508 | 1,316 | 55 | 2015 | 06/15 | (m) | 40 |
| Jack's: | |||||||||||||
| Blounstville, AL | — | 435 | 1,543 | — | — | 435 | 1,543 | 1,978 | 216 | 1997 | 10/15 | 30 | |
| Centre, AL | — | 128 | 2,648 | — | — | 128 | 2,648 | 2,776 | 318 | 2006 | 10/15 | 35 | |
| Collinsville, AL | — | 119 | 1,968 | — | — | 119 | 1,968 | 2,087 | 331 | 1994 | 10/15 | 25 | |
| Demopolis, AL | — | 208 | 1,514 | — | — | 208 | 1,514 | 1,722 | 182 | 2007 | 10/15 | 35 | |
| Geraldine, AL | — | 119 | 2,125 | — | — | 119 | 2,125 | 2,244 | 298 | 1998 | 10/15 | 30 | |
| Guin, AL | — | 89 | 1,652 | — | — | 89 | 1,652 | 1,741 | 232 | 1999 | 10/15 | 30 | |
| Hanceville, AL | — | 544 | 1,779 | — | — | 544 | 1,779 | 2,323 | 250 | 2002 | 10/15 | 30 | |
| Holly Pond, AL | — | 119 | 2,056 | — | — | 119 | 2,056 | 2,175 | 288 | 2000 | 10/15 | 30 | |
| Jasper, AL | — | 247 | 2,549 | — | — | 247 | 2,549 | 2,796 | 429 | 1983 | 10/15 | 25 | |
| Ohatchee, AL | — | 119 | 1,938 | — | — | 119 | 1,938 | 2,057 | 272 | 1995 | 10/15 | 30 | |
| Scottsboro, AL | — | 247 | 1,494 | — | — | 247 | 1,494 | 1,741 | 180 | 2006 | 10/15 | 35 | |
| Fyffe, AL | — | 95 | 1,657 | — | — | 95 | 1,657 | 1,752 | 205 | 2001 | 04/16 | 30 | |
| Lafayette, AL | — | 209 | 1,989 | — | — | 209 | 1,989 | 2,198 | 295 | 1987 | 04/16 | 25 | |
| Pinson, AL | — | 228 | 2,453 | — | — | 228 | 2,453 | 2,681 | 303 | 1994 | 04/16 | 30 | |
| Addison, AL | — | 261 | 1,586 | — | — | 261 | 1,586 | 1,847 | 43 | 2018 | 01/19 | 35 | |
| Moulton, AL | — | 261 | 1,586 | — | — | 261 | 1,586 | 1,847 | 43 | 2018 | 01/19 | 35 | |
| Greensboro, AL | — | 193 | 1,672 | — | — | 193 | 1,672 | 1,865 | 2 | 2019 | 12/19 | 40 | |
| Section, AL | — | 213 | 1,643 | — | — | 213 | 1,643 | 1,856 | 2 | 2019 | 12/19 | 40 | |
| Jared Jewelers: | |||||||||||||
| Richmond, VA | — | 955 | 1,336 | — | — | 955 | 1,336 | 2,291 | 603 | 1998 | 12/01 | 40 | |
| Brandon, FL | — | 1,197 | 1,182 | — | — | 1,197 | 1,182 | 2,379 | 521 | 2001 | 05/02 | 40 | |
| Lithonia, GA | — | 1,271 | 1,216 | — | — | 1,271 | 1,216 | 2,487 | 536 | 2001 | 05/02 | 40 | |
| Houston, TX | — | 1,676 | 1,440 | — | — | 1,637 | 1,433 | 3,070 | 616 | 1999 | 12/02 | 40 | |
| Oviedo, FL | — | 1,328 | 1,500 | — | — | 1,328 | 868 | 2,196 | 124 | 1998 | 06/13 | 30 | |
| JC Nails Salon: | |||||||||||||
| Lapeer, MI | — | 37 | 264 | — | — | 37 | 251 | 288 | 79 | 2007 | 10/05 | 40 | |
| Jiffi Stop: | |||||||||||||
| Barry, IL | — | 48 | 1,194 | — | — | 48 | 1,194 | 1,242 | 153 | 1984 | 10/16 | 25 | |
| Bowen, IL (n) | — | 39 | 744 | — | — | 39 | 744 | 783 | 80 | 1999 | 10/16 | 30 | |
| Carrollton, IL | — | 48 | 1,319 | — | — | 48 | 1,319 | 1,367 | 169 | 1986 | 10/16 | 25 | |
| Griggsville, IL | — | 29 | 801 | — | — | 29 | 801 | 830 | 103 | 1983 | 10/16 | 25 | |
| Jacksonville, IL | — | 854 | 4,251 | — | — | 854 | 4,251 | 5,105 | 390 | 2010 | 10/16 | 35 | |
| Pittsfield, IL | — | 19 | 581 | — | — | 19 | 581 | 600 | 75 | 1947 | 10/16 | 25 | |
| Pleasant Hill, IL | — | 87 | 753 | — | — | 87 | 753 | 840 | 97 | 1980 | 10/16 | 25 | |
| Quincy, IL | — | 58 | 676 | — | — | 58 | 676 | 734 | 87 | 1994 | 10/16 | 25 | |
| Quincy, IL | — | 183 | 1,539 | — | — | 183 | 1,539 | 1,722 | 165 | 2002 | 10/16 | 30 | |
| Quincy, IL | — | 596 | 2,056 | — | — | 596 | 2,056 | 2,652 | 220 | 2003 | 10/16 | 30 | |
| Springfield, IL | — | 192 | 2,593 | — | — | 192 | 2,593 | 2,785 | 333 | 1993 | 10/16 | 25 | |
| Springfield, IL | — | 288 | 2,411 | — | — | 288 | 2,411 | 2,699 | 309 | 1992 | 10/16 | 25 | |
| Springfield, IL | — | 518 | 3,782 | — | — | 518 | 3,782 | 4,300 | 485 | 1995 | 10/16 | 25 | |
| Springfield, IL | — | 231 | 1,625 | — | — | 231 | 1,625 | 1,856 | 174 | 1999 | 10/16 | 30 | |
| Taylor, MO | — | 39 | 945 | — | — | 39 | 945 | 984 | 121 | 1982 | 10/16 | 25 | |
| Jiffy Lube: | |||||||||||||
| Auburn, MA | — | 455 | 856 | — | — | 455 | 856 | 1,311 | 134 | 1988 | 07/14 | 35 | |
| Ayer, MA | — | 326 | 792 | — | — | 326 | 792 | 1,118 | 144 | 1989 | 07/14 | 30 | |
| Barrington, IL | — | 371 | 612 | — | — | 371 | 612 | 983 | 111 | 1986 | 07/14 | 30 | |
| Berwyn, IL | — | 359 | 709 | — | — | 359 | 709 | 1,068 | 111 | 1985 | 07/14 | 35 | |
| Bolingbrook, IL | — | 185 | 562 | — | — | 185 | 562 | 747 | 102 | 1986 | 07/14 | 30 | |
| Burbank, IL | — | 156 | 418 | — | — | 156 | 418 | 574 | 114 | 1986 | 07/14 | 20 | |
| Plattsburgh, NY | — | 127 | 421 | — | — | 127 | 421 | 548 | 92 | 1993 | 07/14 | 25 | |
| Romeoville, IL | — | 158 | 557 | — | — | 158 | 557 | 715 | 101 | 1988 | 07/14 | 30 | |
| Worcester, MA | — | 287 | 827 | — | — | 287 | 827 | 1,114 | 129 | 1988 | 07/14 | 35 | |
| Jin's Asian Cafe: | |||||||||||||
| Sealy, TX | — | 67 | 74 | 1 | — | 67 | 75 | 142 | 41 | 1982 | 03/99 | 40 | |
| Jo-Ann etc: | |||||||||||||
| Corpus Christi, TX | — | 818 | 896 | 71 | — | 818 | 967 | 1,785 | 609 | 1967 | 11/93 | 40 | |
| St. Peters, MO | — | 1,741 | 5,406 | 1,233 | — | 1,741 | 6,639 | 8,380 | 2,272 | 2005 | 06/05 | (g) | 40 |
| Joe Hudson's Collision Center: | |||||||||||||
| Birmingham, AL | — | 469 | 2,081 | — | — | 469 | 2,081 | 2,550 | 108 | 1987 | 09/18 | 25 | |
| Hampton Cove, AL | — | 555 | — | 1,708 | — | 555 | 1,708 | 2,263 | 9 | 2019 | 03/19 | (m) | (k) |
| Statesboro, GA | — | 449 | 1,260 | — | — | 449 | 1,260 | 1,709 | 40 | 2001 | 03/19 | 25 | |
| Port Richey, FL | — | 278 | 407 | — | — | 278 | 407 | 685 | 7 | 1971 | 07/19 | 25 | |
| Louisville, KY | — | 677 | 1,747 | — | — | 677 | 1,747 | 2,424 | 3 | 1979 | 12/19 | 25 | |
| Just 4 Dogs Pet Salon: | |||||||||||||
| Orlando, FL | — | 37 | 101 | 6 | — | 37 | 107 | 144 | 35 | 2001 | 02/04 | 40 |
See accompanying report of independent registered public accounting firm.
F-40
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Kangaroo Express: | |||||||||||||
| Carthage, NC | — | 485 | 354 | — | — | 485 | 354 | 839 | 118 | 1989 | 08/06 | 40 | |
| Sanford, NC | — | 666 | 661 | — | — | 666 | 661 | 1,327 | 221 | 2000 | 08/06 | 40 | |
| Sanford, NC | — | 1,638 | 1,371 | — | — | 1,638 | 1,371 | 3,009 | 458 | 2003 | 08/06 | 40 | |
| Siler City, NC | — | 586 | 645 | — | — | 586 | 645 | 1,231 | 216 | 1998 | 08/06 | 40 | |
| West End, NC | — | 426 | 516 | — | — | 397 | 516 | 913 | 173 | 1999 | 08/06 | 40 | |
| Belleview, FL | — | 471 | 1,451 | — | — | 471 | 1,451 | 1,922 | 485 | 2006 | 08/06 | 40 | |
| Jacksonville Beach, FL | — | 683 | 1,362 | — | — | 683 | 1,362 | 2,045 | 455 | 1969 | 08/06 | 40 | |
| Jacksonville, FL | — | 807 | 1,239 | — | — | 807 | 1,239 | 2,046 | 414 | 1975 | 08/06 | 40 | |
| Destin, FL | — | 1,366 | 1,192 | — | — | 1,366 | 1,192 | 2,558 | 396 | 2000 | 09/06 | 40 | |
| Niceville, FL | — | 1,434 | 1,124 | — | — | 1,434 | 1,124 | 2,558 | 374 | 2000 | 09/06 | 40 | |
| Kill Devil Hills, NC | — | 490 | 741 | — | — | 490 | 741 | 1,231 | 245 | 1995 | 10/06 | 40 | |
| Kill Devil Hills, NC | — | 679 | 552 | — | — | 679 | 552 | 1,231 | 182 | 1990 | 10/06 | 40 | |
| Interlachen, FL | — | 519 | 1,500 | — | — | 519 | 1,500 | 2,019 | 442 | 2007 | 10/06 | 40 | |
| Clarksville, TN | — | 521 | 710 | — | — | 521 | 710 | 1,231 | 231 | 1999 | 12/06 | 40 | |
| Clarksville, TN | — | 276 | 955 | — | — | 276 | 955 | 1,231 | 311 | 1999 | 12/06 | 40 | |
| Gallatin, TN (n) | — | 474 | 757 | — | — | 474 | 757 | 1,231 | 246 | 1999 | 12/06 | 40 | |
| Midland City, AL | — | 729 | 2,538 | — | — | 729 | 2,538 | 3,267 | 828 | 2006 | 12/06 | 40 | |
| Naples, FL | — | 3,195 | 1,403 | — | — | 2,985 | 1,403 | 4,388 | 458 | 2001 | 12/06 | 40 | |
| Columbiana, AL | — | 771 | 989 | — | — | 771 | 989 | 1,760 | 320 | 1982 | 01/07 | 40 | |
| Naples, FL | — | 3,162 | 1,597 | — | — | 3,162 | 1,597 | 4,759 | 514 | 1995 | 02/07 | 40 | |
| Longs, SC | — | 745 | 758 | — | — | 745 | 758 | 1,503 | 242 | 2001 | 03/07 | 40 | |
| Kentwood, LA | — | 985 | 891 | — | — | 985 | 891 | 1,876 | 285 | 2001 | 03/07 | 40 | |
| Dothan, AL | — | 774 | 1,886 | — | — | 774 | 1,886 | 2,660 | 603 | 2007 | 03/07 | 40 | |
| Naples, FL | — | 2,412 | 1,589 | — | — | 2,412 | 1,589 | 4,001 | 502 | 2000 | 05/07 | 40 | |
| Cary, NC | — | 1,314 | 2,125 | — | — | 1,314 | 2,125 | 3,439 | 657 | 2007 | 08/07 | 40 | |
| Havelock, NC | — | 170 | 681 | — | — | 170 | 681 | 851 | 124 | 1962 | 07/14 | 30 | |
| KARM Home Store: | |||||||||||||
| Knoxville, TN | — | 467 | 735 | — | — | 467 | 735 | 1,202 | 385 | 1999 | 01/98 | (f) | 40 |
| Kay Jeweler's: | |||||||||||||
| Farmington, MO | — | 654 | — | 962 | — | 654 | 962 | 1,616 | 53 | 2017 | 07/17 | (m) | 40 |
See accompanying report of independent registered public accounting firm.
F-41
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Keg Steakhouse: | ||||||||||||
| Lynnwood, WA | — | 1,256 | 649 | — | — | 1,256 | 649 | 1,905 | 293 | 1992 | 12/01 | 40 |
| Kent Kwik: | ||||||||||||
| Midland, TX | — | 126 | 3,181 | — | — | 126 | 3,181 | 3,307 | 90 | 1983 | 04/19 | 25 |
| Odessa, TX | — | 145 | 2,815 | — | — | 145 | 2,815 | 2,960 | 80 | 1976 | 04/19 | 25 |
| KFC: | ||||||||||||
| Fenton, MO | — | 307 | 496 | — | — | 307 | 496 | 803 | 415 | 1985 | 07/92 | 33 |
| Erie, PA | — | 517 | 496 | — | — | 517 | 496 | 1,013 | 224 | 1996 | 12/01 | 40 |
| Marysville, WA | — | 647 | 546 | — | — | 647 | 546 | 1,193 | 246 | 1996 | 12/01 | 40 |
| Evansville, IN | — | 370 | 767 | — | — | 370 | 767 | 1,137 | 261 | 2004 | 05/06 | 40 |
| Hampton, VA | — | 251 | 1,173 | — | — | 251 | 1,173 | 1,424 | 279 | 2001 | 11/12 | 30 |
| Mechanicsville, VA | — | 482 | 422 | — | — | 394 | 422 | 816 | 120 | 1989 | 11/12 | 25 |
| Newport News, VA | — | 572 | 442 | — | — | 572 | 442 | 1,014 | 126 | 1986 | 11/12 | 25 |
| Newport News, VA | — | 582 | 392 | — | — | 582 | 392 | 974 | 112 | 1985 | 11/12 | 25 |
| Newport News, VA | — | 461 | 883 | — | — | 461 | 883 | 1,344 | 210 | 2001 | 11/12 | 30 |
| Richmond, VA | — | 452 | 452 | — | — | 452 | 452 | 904 | 129 | 1984 | 11/12 | 25 |
| Richmond, VA | — | 481 | 1,253 | — | — | 481 | 1,253 | 1,734 | 357 | 1990 | 11/12 | 25 |
| Richmond, VA | — | 532 | 472 | — | — | 532 | 472 | 1,004 | 134 | 1986 | 11/12 | 25 |
| Richmond, VA | — | 492 | 452 | — | — | 492 | 452 | 944 | 92 | 2003 | 11/12 | 35 |
| Richmond, VA | — | 552 | 532 | — | — | 552 | 532 | 1,084 | 152 | 1984 | 11/12 | 25 |
| Virginia Beach, VA | — | 402 | 482 | — | — | 402 | 482 | 884 | 137 | 1984 | 11/12 | 25 |
| Ahoskie, NC | — | 393 | 1,012 | — | — | 393 | 1,012 | 1,405 | 245 | 1988 | 12/13 | 25 |
| Elizabeth City, NC | — | 197 | 1,209 | — | — | 197 | 1,209 | 1,406 | 292 | 1988 | 12/13 | 25 |
| Brownsville, TX | — | 334 | 865 | — | — | 334 | 865 | 1,199 | 206 | 1990 | 01/14 | 25 |
| Brownsville, TX | — | 404 | 374 | — | — | 404 | 374 | 778 | 64 | 2003 | 01/14 | 35 |
| Copperas Cove, TX | — | 256 | 747 | — | — | 256 | 747 | 1,003 | 148 | 2001 | 01/14 | 30 |
| Del Rio, TX | — | 453 | 246 | — | — | 453 | 246 | 699 | 49 | 1995 | 01/14 | 30 |
| Eagle Pass, TX | — | 226 | 1,071 | — | — | 226 | 1,071 | 1,297 | 255 | 1992 | 01/14 | 25 |
| Edinburg, TX | — | 452 | 1,237 | — | — | 452 | 1,237 | 1,689 | 246 | 1996 | 01/14 | 30 |
| Harker Heights, TX | — | 275 | 1,218 | — | — | 275 | 1,218 | 1,493 | 207 | 2008 | 01/14 | 35 |
| Harlingen, TX | — | 128 | 1,708 | — | — | 128 | 1,708 | 1,836 | 407 | 1992 | 01/14 | 25 |
| Jacksonville, TX | — | 69 | 562 | — | — | 69 | 562 | 631 | 134 | 1985 | 01/14 | 25 |
See accompanying report of independent registered public accounting firm.
F-42
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Killeen, TX | — | 226 | 1,228 | — | — | 226 | 1,228 | 1,454 | 244 | 1993 | 01/14 | 30 |
| Laredo, TX | — | 265 | 1,580 | — | — | 265 | 1,580 | 1,845 | 314 | 1996 | 01/14 | 30 |
| Marshall, TX | — | 89 | 709 | — | — | 89 | 709 | 798 | 169 | 1985 | 01/14 | 25 |
| McAllen, TX | — | 491 | 1,051 | — | — | 491 | 1,051 | 1,542 | 250 | 1987 | 01/14 | 25 |
| Mission, TX | — | 137 | 1,404 | — | — | 137 | 1,404 | 1,541 | 279 | 1993 | 01/14 | 30 |
| Palestine, TX | — | 89 | 484 | — | — | 89 | 484 | 573 | 115 | 1996 | 01/14 | 25 |
| Pharr, TX | — | 167 | 581 | — | — | 167 | 581 | 748 | 115 | 1999 | 01/14 | 30 |
| Rio Grande City, TX | — | 256 | 394 | — | — | 256 | 394 | 650 | 67 | 2004 | 01/14 | 35 |
| S Padre Island, TX | — | 856 | 30 | — | — | 856 | 30 | 886 | 6 | 1994 | 01/14 | 30 |
| San Benito, TX | — | 177 | 503 | — | — | 177 | 503 | 680 | 100 | 1994 | 01/14 | 30 |
| Temple, TX | — | 246 | 1,188 | — | — | 246 | 1,188 | 1,434 | 283 | 1985 | 01/14 | 25 |
| Tyler, TX | — | 709 | 30 | — | — | 709 | 30 | 739 | 6 | 1994 | 01/14 | 30 |
| Waco, TX | — | 276 | 620 | — | — | 276 | 620 | 896 | 148 | 1984 | 01/14 | 25 |
| Waco, TX | — | 463 | 246 | — | — | 463 | 246 | 709 | 49 | 1993 | 01/14 | 30 |
| Weslaco, TX | — | 236 | 1,561 | — | — | 236 | 1,561 | 1,797 | 310 | 1995 | 01/14 | 30 |
| Belton, MO | — | 267 | 744 | — | — | 267 | 744 | 1,011 | 97 | 1987 | 06/15 | 35 |
| Cameron, MO | — | 229 | 1,143 | — | — | 229 | 1,143 | 1,372 | 173 | 1999 | 06/15 | 30 |
| Columbia, MO | — | 343 | 839 | — | — | 343 | 839 | 1,182 | 127 | 1987 | 06/15 | 30 |
| Excelsior Springs, MO | — | 286 | 1,219 | — | — | 286 | 1,219 | 1,505 | 221 | 1988 | 06/15 | 25 |
| Ft Pierce, FL | — | 363 | 487 | — | — | 363 | 487 | 850 | 74 | 1992 | 06/15 | 30 |
| Ft Pierce, FL | — | 591 | 695 | — | — | 591 | 695 | 1,286 | 105 | 2004 | 06/15 | 30 |
| Lake Wales, FL | — | 162 | 1,561 | — | — | 162 | 1,561 | 1,723 | 284 | 1986 | 06/15 | 25 |
| Oak Grove, MO | — | 209 | 1,323 | — | — | 209 | 1,323 | 1,532 | 200 | 2003 | 06/15 | 30 |
| Port St Lucie, FL | — | 695 | 857 | — | — | 695 | 857 | 1,552 | 130 | 1998 | 06/15 | 30 |
| Port St Lucie, FL | — | 723 | 1,740 | — | — | 723 | 1,740 | 2,463 | 226 | 2006 | 06/15 | 35 |
| Sebastian, FL | — | 409 | 1,123 | — | — | 409 | 1,123 | 1,532 | 170 | 2000 | 06/15 | 30 |
| Vero Beach, FL | — | 428 | 1,218 | — | — | 412 | 1,218 | 1,630 | 184 | 2004 | 06/15 | 30 |
| Lisle, IL | — | 499 | 1,314 | — | — | 499 | 1,314 | 1,813 | 188 | 2000 | 09/15 | 30 |
| Lockport, IL | — | 499 | 1,085 | — | — | 499 | 1,085 | 1,584 | 155 | 2007 | 09/15 | 30 |
| Sandwich, IL | — | 86 | 1,143 | — | — | 86 | 1,143 | 1,229 | 164 | 1999 | 09/15 | 30 |
| Yorkville, IL | — | 413 | 960 | — | — | 399 | 960 | 1,359 | 165 | 1972 | 09/15 | 25 |
| Chillicothe, OH | — | 327 | 1,818 | — | — | 327 | 1,818 | 2,145 | 63 | 2007 | 12/18 | 30 |
| Circleville, OH | — | 375 | 1,885 | — | — | 375 | 1,885 | 2,260 | 56 | 2008 | 12/18 | 35 |
| Findlay, OH | — | 337 | 1,645 | — | — | 337 | 1,645 | 1,982 | 57 | 2007 | 12/18 | 30 |
See accompanying report of independent registered public accounting firm.
F-43
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Florence, KY | — | 519 | 2,077 | — | — | 519 | 2,077 | 2,596 | 87 | 1985 | 12/18 | 25 |
| Hillsboro, OH | — | 87 | 2,077 | — | — | 87 | 2,077 | 2,164 | 72 | 1991 | 12/18 | 30 |
| Marysville, OH | — | 164 | 1,924 | — | — | 164 | 1,924 | 2,088 | 67 | 2007 | 12/18 | 30 |
| New Boston, OH | — | 96 | 2,183 | — | — | 96 | 2,183 | 2,279 | 76 | 1991 | 12/18 | 30 |
| Taylor Mill, KY | — | 269 | 1,645 | — | — | 269 | 1,645 | 1,914 | 43 | 1993 | 12/18 | 40 |
| Wilmington, OH | — | 48 | 1,877 | — | — | 48 | 1,877 | 1,925 | 78 | 1986 | 12/18 | 25 |
| Jackson, OH | — | 463 | 1,590 | — | — | 463 | 1,590 | 2,053 | 36 | 2017 | 03/19 | 35 |
| Bedford, IN | — | 196 | 664 | — | — | 196 | 664 | 860 | 1 | 1987 | 12/19 | 25 |
| Chicopee, MA | — | 205 | 1,407 | — | — | 205 | 1,407 | 1,612 | 2 | 1984 | 12/19 | 25 |
| Jeffersonville, IN | — | 75 | 1,048 | — | — | 75 | 1,048 | 1,123 | 1 | 1989 | 12/19 | 30 |
| Louisville, KY | — | 271 | 505 | — | — | 271 | 505 | 776 | 1 | 2004 | 12/19 | 30 |
| Louisville, KY | — | 261 | 971 | — | — | 261 | 971 | 1,232 | 2 | 1974 | 12/19 | 25 |
| Louisville, KY | — | 308 | 1,175 | — | — | 308 | 1,175 | 1,483 | 2 | 2005 | 12/19 | 30 |
| Louisville, KY | — | 187 | 1,073 | — | — | 187 | 1,073 | 1,260 | 2 | 1976 | 12/19 | 25 |
| Madison, IN | — | 140 | 1,027 | — | — | 140 | 1,027 | 1,167 | 2 | 1974 | 12/19 | 25 |
| New Albany, IN | — | 337 | 393 | — | — | 337 | 393 | 730 | — | 2007 | 12/19 | 35 |
| New Albany, IN | — | 401 | 672 | — | — | 401 | 672 | 1,073 | 1 | 1986 | 12/19 | 25 |
| North Vernon, IN | — | 112 | 683 | — | — | 112 | 683 | 795 | 1 | 1991 | 12/19 | 30 |
| Washington, IN | — | 56 | 1,055 | — | — | 56 | 1,055 | 1,111 | 2 | 1986 | 12/19 | 25 |
| Kohl's: | ||||||||||||
| Florence, AL | — | 818 | 1,047 | — | — | 818 | 698 | 1,516 | 267 | 2006 | 06/04 | 40 |
| Kroger: | ||||||||||||
| Elkhart, IN | — | 541 | 1,550 | 438 | — | 670 | 1,860 | 2,530 | 628 | 1979 | 07/14 | 15 |
| Kum & Go: | ||||||||||||
| Omaha, NE | — | 393 | 214 | — | — | 393 | 214 | 607 | 156 | 1979 | 06/05 | 20 |
| Kwik Pik: | ||||||||||||
| Bear Creek, PA | — | 191 | 230 | — | — | 191 | 230 | 421 | 165 | 1980 | 08/05 | 20 |
| Bradford, PA | — | 184 | 762 | — | — | 184 | 762 | 946 | 547 | 1983 | 08/05 | 20 |
| Coraopolis, PA | — | 476 | 347 | — | — | 476 | 347 | 823 | 250 | 1983 | 08/05 | 20 |
| Bear Creek Township, PA | — | 689 | 275 | — | — | 689 | 275 | 964 | 196 | 1980 | 09/05 | 20 |
See accompanying report of independent registered public accounting firm.
F-44
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Beech Creek, PA | — | 477 | 613 | — | — | 477 | 613 | 1,090 | 214 | 1988 | 01/06 | 40 | |
| Canisteo, NY | — | 142 | 485 | — | — | 142 | 485 | 627 | 169 | 1983 | 01/06 | 40 | |
| Curwensville, PA | — | 226 | 608 | — | — | 226 | 608 | 834 | 212 | 1983 | 01/06 | 40 | |
| Ellwood City, PA | — | 196 | 526 | — | — | 196 | 526 | 722 | 184 | 1987 | 01/06 | 40 | |
| Hastings, PA | — | 199 | 455 | — | — | 199 | 455 | 654 | 159 | 1989 | 01/06 | 40 | |
| Jersey Shore, PA | — | 515 | 381 | — | — | 515 | 381 | 896 | 133 | 1960 | 01/06 | 40 | |
| Leeper, PA | — | 286 | 644 | — | — | 286 | 644 | 930 | 225 | 1987 | 01/06 | 40 | |
| Lewisberry, PA | — | 412 | 534 | — | — | 412 | 534 | 946 | 186 | 1988 | 01/06 | 40 | |
| Mercersburg, PA | — | 672 | 746 | — | — | 672 | 746 | 1,418 | 260 | 1988 | 01/06 | 40 | |
| New Florence, PA | — | 298 | 812 | — | — | 298 | 812 | 1,110 | 284 | 1989 | 01/06 | 40 | |
| Newstead, NY | — | 255 | 835 | — | — | 255 | 835 | 1,090 | 292 | 1990 | 01/06 | 40 | |
| Philipsburg, PA | — | 428 | 269 | — | — | 428 | 269 | 697 | 94 | 1978 | 01/06 | 40 | |
| Plainfield, PA | — | 244 | 383 | — | — | 244 | 383 | 627 | 133 | 1988 | 01/06 | 40 | |
| Reynoldsville, PA | — | 113 | 328 | — | — | 113 | 328 | 441 | 114 | 1983 | 01/06 | 40 | |
| Port Royal, PA | — | 238 | 635 | — | — | 238 | 635 | 873 | 427 | 1989 | 07/06 | 20 | |
| LA Fitness: | |||||||||||||
| Little Rock, AR | — | 3,113 | 2,660 | 4,125 | — | 3,113 | 6,785 | 9,898 | 2,189 | 1997 | 09/98 | 40 | |
| Sarasota, FL | — | 471 | 1,344 | 4,450 | — | 471 | 5,794 | 6,265 | 1,602 | 1983 | 03/99 | (g) | 40 |
| Centerville, OH | — | 2,700 | — | 8,572 | — | 2,700 | 8,572 | 11,272 | 2,259 | 2009 | 06/08 | (m) | 40 |
| Warren, MI | — | 2,360 | — | 6,674 | — | 2,360 | 6,674 | 9,034 | 1,800 | 2009 | 07/08 | (m) | 40 |
| Cincinnati, OH | — | 5,145 | — | 9,011 | — | 5,145 | 9,011 | 14,156 | 2,375 | 2009 | 08/08 | (m) | 40 |
| Indianapolis, IN | — | 1,599 | — | 5,867 | — | 1,762 | 5,870 | 7,632 | 1,376 | 2010 | 01/10 | (m) | 40 |
| Laveen, AZ | — | 1,665 | — | 5,749 | — | 1,665 | 5,749 | 7,414 | 1,323 | 2010 | 02/10 | (m) | 40 |
| Kennesaw, GA | — | 3,653 | — | 3,325 | — | 3,653 | 3,325 | 6,978 | 745 | 2011 | 07/10 | (m) | 40 |
| Arlington, TX | — | 1,166 | 6,214 | — | — | 1,166 | 6,214 | 7,380 | 1,591 | 2007 | 01/11 | 35 | |
| Hurst, TX | — | 1,494 | 6,187 | — | — | 1,494 | 6,187 | 7,681 | 1,495 | 2008 | 07/11 | 35 | |
| South Plainfield, NJ | — | 2,415 | 6,592 | — | — | 2,415 | 6,592 | 9,007 | 1,421 | 2006 | 06/12 | 35 | |
| McDonough, GA | — | 1,503 | 6,727 | — | — | 1,503 | 6,727 | 8,230 | 1,402 | 2008 | 09/12 | 35 | |
| Greensburg, PA | — | 1,791 | 7,015 | — | — | 1,791 | 7,015 | 8,806 | 1,235 | 2012 | 12/12 | 40 | |
| Indianapolis, IN | — | 1,651 | 6,585 | — | — | 1,651 | 6,585 | 8,236 | 1,159 | 2012 | 12/12 | 40 | |
| Phoenix, AZ | — | 1,601 | 6,540 | — | — | 1,601 | 6,540 | 8,141 | 1,151 | 2012 | 12/12 | 40 | |
| Tampa, FL | — | 4,492 | 10,894 | — | — | 4,486 | 10,894 | 15,380 | 1,918 | 2012 | 12/12 | 40 |
See accompanying report of independent registered public accounting firm.
F-45
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| West Dundee, IL | — | 1,961 | 6,525 | — | — | 1,961 | 6,525 | 8,486 | 1,149 | 2012 | 12/12 | 40 | |
| Irving, TX | — | 3,636 | 7,326 | — | — | 3,636 | 7,326 | 10,962 | 1,387 | 2006 | 05/13 | 35 | |
| Royal Oak, MI | — | 3,238 | 8,998 | — | — | 3,238 | 8,998 | 12,236 | 1,617 | 2010 | 09/13 | 35 | |
| St. Louis Park, MN | — | 3,436 | 8,665 | 42 | — | 3,478 | 8,665 | 12,143 | 1,500 | 2009 | 12/13 | 35 | |
| Pompano Beach, FL | — | 7,009 | — | 9,572 | — | 7,009 | 9,572 | 16,581 | 951 | 2015 | 12/14 | (m) | 40 |
| San Antonio, TX | — | 2,084 | — | 7,157 | — | 2,081 | 7,157 | 9,238 | 693 | 2016 | 02/15 | (m) | 40 |
| Antioch, CA | — | 2,521 | — | 8,510 | — | 2,521 | 8,510 | 11,031 | 807 | 2016 | 06/15 | (m) | 40 |
| Plymouth, MI | — | 1,646 | — | 7,820 | — | 1,646 | 7,820 | 9,466 | 790 | 2015 | 06/15 | (m) | 40 |
| Tacoma, WA | — | 846 | — | 7,331 | — | 846 | 7,331 | 8,177 | 710 | 2016 | 07/15 | (m) | 40 |
| Round Rock, TX | — | 1,556 | — | 7,205 | — | 1,556 | 7,205 | 8,761 | 503 | 2017 | 04/16 | (m) | 40 |
| Roswell, GA | — | 3,175 | — | 8,726 | — | 3,175 | 8,726 | 11,901 | 554 | 2017 | 10/16 | (m) | 40 |
| Cordova, TN | — | 2,391 | — | 7,085 | — | 2,391 | 7,085 | 9,476 | 391 | 2017 | 12/16 | (m) | 40 |
| Lakeland, FL | — | 1,856 | — | 7,004 | — | 1,856 | 7,004 | 8,860 | 357 | 2017 | 12/16 | (m) | 40 |
| Livonia, MI | — | 2,729 | — | 8,116 | — | 2,729 | 8,116 | 10,845 | 313 | 2018 | 08/17 | (m) | 40 |
| LaPetite Academy: | |||||||||||||
| Albuquerque, NM | — | 332 | 1,166 | — | — | 332 | 1,166 | 1,498 | 212 | 1989 | 07/14 | 30 | |
| Ft. Worth, TX | — | 140 | 383 | — | — | 140 | 383 | 523 | 139 | 1981 | 07/14 | 15 | |
| Moore, OK | — | 119 | 412 | — | — | 119 | 412 | 531 | 150 | 1982 | 07/14 | 15 | |
| Oklahoma City, OK | — | 100 | 391 | — | — | 100 | 391 | 491 | 142 | 1982 | 07/14 | 15 | |
| Last Stop West: | |||||||||||||
| Azle, TX | — | 648 | 859 | — | — | 648 | 859 | 1,507 | 269 | 1970 | 06/07 | 40 | |
| Life Time Fitness: | |||||||||||||
| Mt. Laurel, NJ | — | 3,617 | 39,878 | — | — | 3,617 | 39,878 | 43,495 | 4,130 | 2015 | 05/16 | 35 | |
| Framingham, MA | — | 8,860 | 37,806 | — | — | 8,860 | 37,806 | 46,666 | 3,032 | 2016 | 10/16 | 40 | |
| Gaithersburg, MD | — | 8,344 | 45,286 | — | — | 8,344 | 45,286 | 53,630 | 3,632 | 2016 | 10/16 | 40 | |
| Lil' Champ: | |||||||||||||
| Gainesville, FL | — | 900 | — | 1,800 | — | 900 | 1,800 | 2,700 | 576 | 2006 | 07/05 | (m) | 40 |
| Jacksonville, FL | — | 2,225 | 3,265 | — | — | 2,225 | 3,265 | 5,490 | 946 | 2006 | 08/05 | 40 | |
| Ocala, FL | — | 846 | — | 1,564 | — | 846 | 1,564 | 2,410 | 490 | 2006 | 02/06 | (m) | 40 |
| Little Germany Restaurant: | |||||||||||||
| Fort Worth, TX | — | 392 | 314 | 22 | — | 392 | 336 | 728 | 209 | 1974 | 09/06 | 20 | |
| LoanMax: | |||||||||||||
| Bridgeview, IL | — | 673 | 744 | — | — | 673 | 744 | 1,417 | 336 | 1997 | 12/01 | 40 | |
| Logan's Roadhouse: | |||||||||||||
| Alexandria, LA | — | 1,218 | 3,049 | — | — | 1,218 | 3,049 | 4,267 | 1,000 | 1998 | 11/06 | 40 | |
| Beckley, WV | — | 1,396 | 2,405 | — | — | 1,396 | 2,405 | 3,801 | 789 | 2006 | 11/06 | 40 | |
| Cookeville, TN | — | 1,262 | 2,271 | — | — | 1,262 | 2,271 | 3,533 | 745 | 1997 | 11/06 | 40 | |
| Greenwood, IN | — | 1,341 | 2,105 | — | — | 1,341 | 2,105 | 3,446 | 691 | 2000 | 11/06 | 40 | |
| Hurst, TX | — | 1,858 | 1,916 | — | — | 1,858 | 1,916 | 3,774 | 629 | 1999 | 11/06 | 40 | |
| Jackson, TN | — | 1,200 | 2,246 | — | — | 1,200 | 2,246 | 3,446 | 737 | 1994 | 11/06 | 40 | |
| Lake Charles, LA | — | 1,285 | 2,202 | — | — | 1,285 | 2,202 | 3,487 | 723 | 1998 | 11/06 | 40 | |
| McAllen, TX | — | 1,608 | 2,178 | — | — | 1,608 | 2,178 | 3,786 | 715 | 2005 | 11/06 | 40 | |
| Roanoke, VA | — | 2,302 | 1,947 | — | — | 2,302 | 1,947 | 4,249 | 639 | 1998 | 11/06 | 40 | |
| Smyrna, TN | — | 1,335 | 2,047 | — | — | 1,335 | 2,047 | 3,382 | 672 | 2002 | 11/06 | 40 | |
| Southhaven, MS | — | 1,298 | 1,338 | — | — | 1,298 | 1,338 | 2,636 | 436 | 2005 | 12/06 | 40 | |
| Columbus, MS | — | 707 | — | 1,681 | — | 707 | 1,681 | 2,388 | 352 | 2011 | 11/10 | (m) | 40 |
| Nashville, TN | — | 844 | — | 1,592 | — | 844 | 1,592 | 2,436 | 323 | 2011 | 06/11 | (m) | 40 |
| Marion, IL | — | 1,016 | — | 1,674 | — | 1,016 | 1,674 | 2,690 | 305 | 2012 | 03/12 | (m) | 40 |
| Pooler, GA | — | 1,159 | — | 1,720 | — | 1,159 | 1,720 | 2,879 | 296 | 2013 | 03/12 | (m) | 40 |
| Cullman, AL | — | 889 | — | 1,585 | — | 889 | 1,585 | 2,474 | 286 | 2012 | 04/12 | (m) | 40 |
| Lebanon, TN | — | 789 | — | 1,725 | — | 789 | 1,725 | 2,514 | 304 | 2012 | 06/12 | (m) | 40 |
| Chester, VA | — | 871 | — | 1,697 | — | 871 | 1,697 | 2,568 | 295 | 2013 | 07/12 | (m) | 40 |
| Gonzales, LA | — | 975 | — | 1,696 | — | 975 | 1,696 | 2,671 | 288 | 2013 | 10/12 | (m) | 40 |
| Madison, AL | — | 689 | — | 1,657 | — | 689 | 1,657 | 2,346 | 274 | 2013 | 11/12 | (m) | 40 |
| Hopkinsville, KY | — | 644 | — | 1,788 | — | 644 | 1,788 | 2,432 | 255 | 2014 | 09/13 | (m) | 40 |
| Muscle Shoals, AL | — | 907 | — | 1,506 | — | 907 | 1,506 | 2,413 | 190 | 2014 | 06/14 | (m) | 40 |
| Lowe's: | |||||||||||||
| Memphis, TN | — | 3,215 | 9,170 | 120 | — | 3,311 | 9,194 | 12,505 | 4,046 | 2001 | 01/01 | 40 | |
| Magic China Café: | |||||||||||||
| Orlando, FL | — | 40 | 111 | — | — | 40 | 111 | 151 | 44 | 2001 | 02/04 | 40 | |
| Magic Mountain: | |||||||||||||
| Columbus, OH | — | 5,380 | 2,693 | 25 | — | 5,380 | 2,718 | 8,098 | 850 | 1990 | 06/07 | 40 | |
| Columbus, OH | — | 2,076 | 1,906 | 124 | — | 2,076 | 2,030 | 4,106 | 624 | 1990 | 06/07 | 40 | |
| Main Event: | |||||||||||||
| Oklahoma City, OK | — | 2,004 | 8,711 | — | — | 2,004 | 8,711 | 10,715 | 989 | 2014 | 06/15 | 40 | |
| San Antonio, TX | — | 2,115 | 10,080 | — | — | 2,115 | 10,080 | 12,195 | 1,308 | 2014 | 06/15 | 35 | |
| Tulsa, OK | — | 1,542 | 7,748 | — | — | 1,542 | 7,748 | 9,290 | 880 | 2015 | 06/15 | 40 | |
| Fort Worth, TX | — | 2,538 | — | 6,623 | — | 2,538 | 6,622 | 9,160 | 642 | 2016 | 12/15 | (m) | 40 |
| Louisville, KY | — | 2,504 | — | 6,375 | — | 2,504 | 6,375 | 8,879 | 604 | 2016 | 12/15 | (m) | 40 |
| Independence, MO | — | 1,794 | 7,650 | — | — | 1,794 | 7,650 | 9,444 | 773 | 2015 | 12/15 | 40 | |
| Memphis, TN | — | 1,263 | 6,825 | — | — | 1,263 | 6,825 | 8,088 | 690 | 2015 | 12/15 | 40 | |
| Olathe, KS | — | 3,174 | — | 6,704 | — | 3,174 | 6,704 | 9,878 | 538 | 2016 | 02/16 | (m) | 40 |
| West Chester, OH | — | 2,767 | — | 6,414 | — | 2,767 | 6,414 | 9,181 | 581 | 2016 | 02/16 | (m) | 40 |
| Hoffman Estates, IL | — | 1,730 | — | 8,022 | — | 1,730 | 8,022 | 9,752 | 677 | 2016 | 06/16 | (m) | 40 |
| Suwanee, GA | — | 1,787 | — | 6,736 | — | 1,787 | 6,736 | 8,523 | 512 | 2016 | 06/16 | (m) | 40 |
| Albuquerque, NM | — | 2,531 | — | 6,889 | — | 2,531 | 6,889 | 9,420 | 610 | 2016 | 06/16 | (m) | 40 |
| Humble, TX | — | 2,669 | — | 5,916 | — | 2,669 | 5,916 | 8,585 | 388 | 2017 | 10/16 | (m) | 40 |
| Kansas City, MO | — | 3,519 | — | 5,442 | — | 3,519 | 5,442 | 8,961 | 357 | 2017 | 10/16 | (m) | 40 |
| Knoxville, TN | — | 3,225 | — | 6,546 | — | 3,225 | 6,546 | 9,771 | 402 | 2017 | 12/16 | (m) | 40 |
| Gilbert, AZ | — | 2,348 | — | 6,281 | — | 2,348 | 6,281 | 8,629 | 412 | 2017 | 02/17 | (m) | 40 |
| Highlands Ranch, CO | — | 3,297 | — | 7,695 | — | 3,297 | 7,695 | 10,992 | 216 | 2018 | 07/17 | (m) | 40 |
| Avon, OH | — | 2,760 | — | 6,981 | — | 2,760 | 6,981 | 9,741 | 269 | 2018 | 07/17 | (m) | 40 |
| Mattress Firm: | |||||||||||||
| Buford, GA | — | 635 | 1,635 | 465 | — | 635 | 2,100 | 2,735 | 735 | 2003 | 07/04 | (g) | 40 |
| Lancaster, OH | — | 600 | — | 793 | — | 600 | 671 | 1,271 | 140 | 2012 | 01/08 | (g) | 40 |
| Plainfield, IN | — | 379 | — | 1,267 | — | 379 | 1,267 | 1,646 | 170 | 2014 | 01/14 | (m) | 40 |
| Fayetteville, AR | — | 891 | 2,229 | — | — | 891 | 2,229 | 3,120 | 437 | 1998 | 02/14 | 30 | |
| Pocatello, ID | — | 268 | — | 1,505 | — | 268 | 1,505 | 1,773 | 190 | 2014 | 09/14 | (m) | 40 |
| South Jordan, UT | — | 719 | — | 1,572 | — | 716 | 1,572 | 2,288 | 188 | 2015 | 11/14 | (m) | 40 |
| Kentwood, MI | — | 593 | 1,531 | — | — | 593 | 1,531 | 2,124 | 180 | 2015 | 04/15 | 40 | |
| Muncie, IN | — | 288 | 1,537 | — | — | 288 | 1,537 | 1,825 | 207 | 2015 | 04/15 | 35 | |
| Sandusky, OH | — | 518 | 1,409 | — | — | 518 | 1,409 | 1,927 | 160 | 2015 | 06/15 | 40 | |
| Fort Collins, CO | — | 757 | — | 1,301 | — | 757 | 1,301 | 2,058 | 134 | 2015 | 07/15 | (m) | 40 |
| Wooster, OH | — | 332 | 1,334 | — | — | 332 | 1,334 | 1,666 | 110 | 2016 | 09/16 | 40 | |
| Mavis Tire Supply (Auto Spot): | |||||||||||||
| Jacksonville, FL | — | 678 | 1,539 | — | — | 678 | 1,539 | 2,217 | 79 | 2012 | 03/18 | 35 | |
| Jacksonville, FL | — | 641 | 1,356 | — | — | 641 | 1,356 | 1,997 | 81 | 2003 | 03/18 | 30 | |
| Mavis Tire Supply (DeKalb Tire): | |||||||||||||
| Cumming, GA | — | 587 | 1,422 | — | — | 587 | 1,422 | 2,009 | 73 | 2002 | 06/18 | 30 | |
| Mavis Tire Supply (Kauffman Tire): | |||||||||||||
| Alpharetta, GA | — | 679 | 1,119 | — | — | 679 | 1,119 | 1,798 | 73 | 2007 | 01/18 | 30 | |
| Alpharetta, GA | — | 707 | 872 | — | — | 707 | 872 | 1,579 | 57 | 1998 | 01/18 | 30 | |
| Alpharetta, GA | — | 513 | 1,714 | — | — | 513 | 1,714 | 2,227 | 112 | 1998 | 01/18 | 30 | |
| Athens, GA | — | 807 | 1,009 | — | — | 807 | 1,009 | 1,816 | 56 | 2014 | 01/18 | 35 | |
| Bradenton, FL | — | 696 | 2,409 | — | — | 696 | 2,409 | 3,105 | 157 | 2011 | 01/18 | 30 | |
| Covington, GA | — | 587 | 1,615 | — | — | 587 | 1,615 | 2,202 | 105 | 2011 | 01/18 | 30 | |
| Cumming, GA | — | 696 | 2,445 | — | — | 696 | 2,445 | 3,141 | 160 | 1998 | 01/18 | 30 | |
| Douglasville, GA | — | 458 | 2,226 | — | — | 458 | 2,226 | 2,684 | 145 | 2002 | 01/18 | 30 | |
| Hiram, GA | — | 696 | 2,317 | — | — | 696 | 2,317 | 3,013 | 130 | 2012 | 01/18 | 35 | |
| Kennesaw, GA | — | 1,027 | 1,953 | — | — | 1,005 | 1,953 | 2,958 | 128 | 2010 | 01/18 | 30 | |
| Lawrenceville, GA | — | 404 | 2,073 | — | — | 404 | 2,073 | 2,477 | 162 | 1995 | 01/18 | 25 | |
| Lawrenceville, GA | — | 724 | 1,668 | — | — | 724 | 1,668 | 2,392 | 109 | 2002 | 01/18 | 30 | |
| Lilburn, GA | — | 642 | 1,329 | — | — | 642 | 1,329 | 1,971 | 87 | 2010 | 01/18 | 30 | |
| Loganville, GA | — | 623 | 1,668 | — | — | 623 | 1,668 | 2,291 | 109 | 2006 | 01/18 | 30 | |
| Marietta, GA | — | 596 | 1,018 | — | — | 596 | 1,018 | 1,614 | 66 | 2006 | 01/18 | 30 | |
| McDonough, GA | — | 743 | 1,128 | — | — | 743 | 1,128 | 1,871 | 74 | 2007 | 01/18 | 30 | |
| New Port Richey, FL | — | 404 | 2,339 | — | — | 404 | 2,339 | 2,743 | 153 | 2005 | 01/18 | 30 | |
| Stockbridge, GA | — | 587 | 1,549 | — | — | 587 | 1,549 | 2,136 | 101 | 2007 | 01/18 | 30 | |
| Valdosta, GA | — | 395 | 1,643 | — | — | 395 | 1,643 | 2,038 | 92 | 2014 | 01/18 | 35 | |
| Brunswick, GA | — | 725 | 2,109 | — | — | 725 | 2,109 | 2,834 | 93 | 2017 | 06/18 | 35 | |
| Canton, GA | — | 358 | 2,293 | — | — | 358 | 2,293 | 2,651 | 118 | 2012 | 06/18 | 30 | |
| Cordele, GA | — | 486 | 1,762 | — | — | 486 | 1,762 | 2,248 | 78 | 2014 | 06/18 | 35 | |
| Midland, GA | — | 871 | 1,972 | — | — | 871 | 1,972 | 2,843 | 87 | 2016 | 06/18 | 35 | |
| Mavis Tire Supply (Mavis Discount Tire): | |||||||||||||
| N. Plainfield, NJ | — | 746 | 1,548 | — | — | 746 | 1,548 | 2,294 | 126 | 1974 | 12/17 | 25 | |
| Raritan, NJ | — | 703 | 983 | — | — | 703 | 983 | 1,686 | 80 | 1965 | 12/17 | 25 | |
| Coram, NY | — | 220 | — | 1,183 | — | 220 | 1,183 | 1,403 | 41 | 1984 | 07/18 | (o) | 30 |
| Clearwater, FL | — | 175 | 849 | — | — | 175 | 849 | 1,024 | 38 | 1973 | 11/18 | 25 | |
| Dunedin, FL | — | 332 | 1,087 | — | — | 332 | 1,087 | 1,419 | 35 | 1991 | 01/19 | 30 | |
| Buford, GA | — | 459 | 1,513 | — | — | 459 | 1,513 | 1,972 | 41 | 2002 | 04/19 | 25 | |
| Rincon, GA | — | 379 | 795 | — | — | 379 | 795 | 1,174 | 19 | 1991 | 04/19 | 25 | |
| Dallas, GA | — | 267 | 1,555 | — | — | 267 | 1,555 | 1,822 | 31 | 2011 | 05/19 | 30 | |
| Concord, NC | — | 700 | — | — | — | 700 | (e) | 700 | (e) | (e) | 06/19 | (m) | (e) |
| Batesburg, SC | — | 218 | 871 | — | — | 218 | 871 | 1,089 | 16 | 1986 | 07/19 | 25 | |
| Yulee, FL | — | 881 | — | — | — | 881 | (e) | 881 | (e) | (e) | 08/19 | (m) | (e) |
| Walkertown, NC | — | 663 | — | — | — | 663 | (e) | 663 | (e) | (e) | 08/19 | (m) | (e) |
| Hickory, NC | — | 831 | — | — | — | 831 | (e) | 831 | (e) | (e) | 08/19 | (m) | (e) |
| Oldsmar, FL | — | 319 | 1,645 | — | — | 319 | 1,645 | 1,964 | 19 | 1999 | 09/19 | 25 | |
| Spring Hill, FL | — | 773 | — | — | — | 773 | (e) | 773 | (e) | (e) | 11/19 | (m) | (e) |
| West Hempstead, NY | — | 461 | 1,648 | — | — | 461 | 1,648 | 2,109 | 8 | 1984 | 11/19 | 25 | |
| Mavis Tire Supply (Sun Tire): | |||||||||||||
| Jacksonville, FL | — | 697 | 1,403 | — | — | 697 | 1,403 | 2,100 | 72 | 2012 | 03/18 | 35 | |
| Jacksonville, FL | — | 367 | 1,174 | — | — | 367 | 1,174 | 1,541 | 70 | 1995 | 03/18 | 30 | |
| Jacksonville, FL | — | 239 | 982 | — | — | 239 | 982 | 1,221 | 70 | 1985 | 03/18 | 25 | |
| Jacksonville, FL | — | 339 | 1,449 | — | — | 339 | 1,449 | 1,788 | 104 | 1983 | 03/18 | 25 | |
| Jacksonville, FL | — | 450 | 772 | — | — | 450 | 772 | 1,222 | 55 | 1987 | 03/18 | 25 | |
| Jacksonville, FL | — | 276 | 1,139 | — | — | 276 | 1,139 | 1,415 | 82 | 1977 | 03/18 | 25 | |
| Middleburg, FL | — | 661 | 752 | — | — | 661 | 752 | 1,413 | 45 | 2003 | 03/18 | 30 |
See accompanying report of independent registered public accounting firm.
F-46
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Orange Park, FL | — | 294 | 1,340 | — | — | 294 | 1,340 | 1,634 | 96 | 1981 | 03/18 | 25 | |
| Orange Park, FL | — | 395 | 827 | — | — | 395 | 827 | 1,222 | 49 | 1990 | 03/18 | 30 | |
| Tallahassee, FL | — | 294 | 1,340 | — | — | 294 | 1,340 | 1,634 | 96 | 1989 | 03/18 | 25 | |
| Tallahassee, FL | — | 220 | 1,412 | — | — | 220 | 1,412 | 1,632 | 84 | 1997 | 03/18 | 30 | |
| MedExpress Urgent Care: | |||||||||||||
| Fairmont, WV | — | 245 | 1,859 | — | — | 245 | 1,859 | 2,104 | 405 | 2011 | 05/12 | 35 | |
| Hanover, PA | — | 533 | 1,521 | — | — | 533 | 1,521 | 2,054 | 331 | 2011 | 05/12 | 35 | |
| Hermitage, PA | — | 445 | 2,108 | — | — | 445 | 2,108 | 2,553 | 459 | 2011 | 05/12 | 35 | |
| Latrobe, PA | — | 681 | 1,511 | — | — | 681 | 1,511 | 2,192 | 329 | 2011 | 05/12 | 35 | |
| Mt. Pleasant, PA | — | 593 | 1,482 | — | — | 593 | 1,482 | 2,075 | 323 | 2011 | 05/12 | 35 | |
| Pittsburgh, PA | — | 227 | 1,936 | — | — | 227 | 1,936 | 2,163 | 492 | 1970 | 05/12 | 30 | |
| Martinsburg, WV | — | 917 | — | 650 | — | 917 | 650 | 1,567 | 102 | 2013 | 12/12 | (m) | 40 |
| Wheeling, WV | — | 485 | 1,232 | — | — | 485 | 1,232 | 1,717 | 279 | 1989 | 03/13 | 30 | |
| Huntington, WV | — | 990 | — | 735 | — | 1,017 | 735 | 1,752 | 114 | 2013 | 08/13 | (m) | 40 |
| Anderson, IN | — | 777 | — | 661 | — | 777 | 661 | 1,438 | 100 | 2013 | 08/13 | (m) | 40 |
| Terre Haute, IN | — | 144 | 1,616 | — | — | 144 | 1,616 | 1,760 | 343 | 1991 | 08/13 | 30 | |
| Benton, AR | — | 376 | 1,125 | — | — | 376 | 1,125 | 1,501 | 125 | 2015 | 07/15 | 40 | |
| Connellsville, PA | — | 162 | 1,172 | — | — | 162 | 1,172 | 1,334 | 131 | 2015 | 07/15 | 40 | |
| Rogers, AR | — | 435 | 1,168 | — | — | 435 | 1,168 | 1,603 | 130 | 2015 | 07/15 | 40 | |
| Russellville, AR | — | 247 | 1,098 | — | — | 247 | 1,098 | 1,345 | 140 | 2015 | 07/15 | 35 | |
| Hot Springs, AR | — | 440 | 1,155 | — | — | 440 | 1,155 | 1,595 | 126 | 2015 | 08/15 | 40 | |
| Salina, KS | — | 321 | 1,315 | — | — | 321 | 1,315 | 1,636 | 161 | 1999 | 09/15 | 35 | |
| Lehigh Acres, FL | — | 459 | — | 2,151 | — | 459 | 2,151 | 2,610 | 333 | 2016 | 10/15 | (m) | 25 |
| North Little Rock, AR | — | 489 | 1,137 | — | — | 489 | 1,137 | 1,626 | 112 | 2015 | 01/16 | 40 | |
| Little Rock, AR | — | 858 | 1,806 | — | — | 858 | 1,806 | 2,664 | 179 | 2016 | 01/16 | 40 | |
| Swansea, IL | — | 236 | 1,292 | — | — | 236 | 1,292 | 1,528 | 153 | 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 | 121 | 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) |
See accompanying report of independent registered public accounting firm.
F-47
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| 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 | 1,483 | — | 992 | 2,256 | 3,248 | 1,059 | 1995 | 12/95 | 40 | |
| Altamonte Springs, FL | — | 1,947 | 3,267 | 1,198 | — | 1,947 | 3,370 | 5,317 | 1,067 | 1997 | 09/97 | 26 | |
| Plymouth Meeting, PA | — | 2,911 | 2,595 | 165 | — | 2,911 | 2,760 | 5,671 | 1,314 | 1999 | 10/98 | (g) | 40 |
| Florissant, MO | — | 523 | 617 | 1,784 | — | 524 | 2,399 | 2,923 | 677 | 1996 | 04/03 | (g) | 40 |
| Miller's Ale House: | |||||||||||||
| Franklin, TN | — | 2,519 | 1,705 | — | — | 2,519 | 1,705 | 4,224 | 556 | 1995 | 12/06 | 40 | |
| Pensacola, FL | — | 1,363 | 1,842 | — | — | 1,363 | 1,842 | 3,205 | 458 | 2008 | 04/11 | 35 | |
| Oviedo, FL | — | 113 | — | 3,785 | — | 113 | 3,785 | 3,898 | 682 | 2012 | 10/11 | (m) | 40 |
| Norridge, IL | — | 2,482 | — | — | — | 2,482 | (i) | 2,482 | (i) | (i) | 05/18 | (i) | |
| Mimi's: | |||||||||||||
| Tampa, FL (n) | — | 688 | 2,357 | — | — | 688 | 2,357 | 3,045 | 462 | 2003 | 02/14 | 30 | |
| Mister Car Wash: | |||||||||||||
| Anoka, MN | — | 212 | 214 | — | — | 212 | 214 | 426 | 182 | 1968 | 03/07 | 15 | |
| Brooklyn Park, MN | — | 438 | 778 | — | — | 438 | 778 | 1,216 | 396 | 1985 | 04/07 | 25 | |
| Cedar Rapids, IA | — | 391 | 816 | — | — | 391 | 816 | 1,207 | 415 | 1989 | 04/07 | 25 | |
| Clive, IA | — | 1,141 | 935 | — | — | 1,141 | 935 | 2,076 | 594 | 1983 | 04/07 | 20 | |
| Cottage Grove, MN | — | 274 | 485 | — | — | 274 | 485 | 759 | 246 | 1992 | 04/07 | 25 | |
| Des Moines, IA | — | 213 | 476 | — | — | 182 | 476 | 658 | 302 | 1964 | 04/07 | 20 | |
| Des Moines, IA | — | 249 | 596 | — | — | 249 | 596 | 845 | 252 | 1990 | 04/07 | 30 |
See accompanying report of independent registered public accounting firm.
F-48
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Eden Prairie, MN | — | 865 | 751 | — | — | 865 | 751 | 1,616 | 477 | 1984 | 04/07 | 20 |
| Edina, MN | — | 894 | 687 | — | — | 894 | 687 | 1,581 | 436 | 1985 | 04/07 | 20 |
| Houston, TX | — | 1,960 | 1,145 | — | — | 1,960 | 1,145 | 3,105 | 582 | 1983 | 04/07 | 25 |
| Houston, TX | — | 3,193 | 1,305 | — | — | 3,193 | 1,305 | 4,498 | 474 | 1995 | 04/07 | 35 |
| Houston, TX | — | 796 | 678 | — | — | 796 | 678 | 1,474 | 345 | 1986 | 04/07 | 25 |
| Houston, TX | — | 624 | 1,108 | — | — | 624 | 1,108 | 1,732 | 469 | 1988 | 04/07 | 30 |
| Houston, TX | — | 5,126 | 1,267 | — | — | 5,126 | 1,267 | 6,393 | 460 | 1995 | 04/07 | 35 |
| Houston, TX | — | 1,846 | 1,592 | — | — | 1,846 | 1,592 | 3,438 | 809 | 1983 | 04/07 | 25 |
| Houston, TX | — | 1,347 | 1,702 | — | — | 1,347 | 1,702 | 3,049 | 721 | 1984 | 04/07 | 30 |
| Houston, TX | — | 288 | 466 | — | — | 288 | 466 | 754 | 395 | 1970 | 04/07 | 15 |
| Humble, TX | — | 1,204 | 1,517 | — | — | 1,204 | 1,517 | 2,721 | 551 | 1993 | 04/07 | 35 |
| Plymouth, MN | — | 827 | 182 | — | — | 767 | 182 | 949 | 182 | 1955 | 04/07 | 10 |
| Roseville, MN | — | 861 | 564 | — | — | 861 | 564 | 1,425 | 358 | 1963 | 04/07 | 20 |
| Spokane, WA | — | 1,253 | 1,146 | — | — | 1,253 | 1,146 | 2,399 | 416 | 1997 | 04/07 | 35 |
| Spokane, WA | — | 214 | 580 | — | — | 214 | 580 | 794 | 246 | 1990 | 04/07 | 30 |
| St. Cloud, MN | — | 243 | 391 | — | — | 242 | 391 | 633 | 249 | 1986 | 04/07 | 20 |
| Sugarland, TX | — | 3,789 | 1,972 | — | — | 3,789 | 1,972 | 5,761 | 716 | 1995 | 04/07 | 35 |
| West St Paul, MN | — | 836 | 236 | — | — | 794 | 236 | 1,030 | 150 | 1972 | 04/07 | 20 |
| Rochester, MN | — | 1,055 | 2,327 | — | — | 1,055 | 2,327 | 3,382 | 710 | 2003 | 10/07 | 40 |
| Birmingham, AL | — | 2,378 | 2,145 | — | — | 2,378 | 2,145 | 4,523 | 867 | 1985 | 11/07 | 30 |
| Clearwater, FL | — | 825 | 765 | — | — | 825 | 765 | 1,590 | 371 | 1969 | 11/07 | 25 |
| Mesquite, TX | — | 1,596 | 2,201 | — | — | 1,596 | 2,201 | 3,797 | 1,068 | 1987 | 11/07 | 25 |
| Seminole, FL | — | 2,166 | 1,496 | — | — | 2,166 | 1,496 | 3,662 | 605 | 1985 | 11/07 | 30 |
| Tampa, FL | — | 2,993 | 1,669 | — | — | 2,993 | 1,669 | 4,662 | 809 | 1969 | 11/07 | 25 |
| Vestavia Hills, AL | — | 1,009 | 956 | — | — | 1,009 | 956 | 1,965 | 464 | 1967 | 11/07 | 25 |
| El Paso, TX | — | 1,807 | 2,287 | — | — | 1,807 | 2,287 | 4,094 | 689 | 1983 | 12/07 | 40 |
| El Paso, TX | — | 1,424 | 1,306 | — | — | 1,424 | 1,306 | 2,730 | 524 | 1986 | 12/07 | 30 |
| El Paso, TX | — | 664 | 824 | — | — | 664 | 824 | 1,488 | 248 | 1991 | 12/07 | 40 |
| El Paso, TX | — | 1,399 | 1,468 | — | — | 1,399 | 1,468 | 2,867 | 442 | 1991 | 12/07 | 40 |
| El Paso, TX | — | 988 | 1,046 | — | — | 988 | 1,046 | 2,034 | 315 | 1998 | 12/07 | 40 |
| Tampa, FL | — | 541 | 829 | — | — | 541 | 829 | 1,370 | 322 | 1978 | 04/10 | 25 |
| Springfield, MO | — | 642 | 1,767 | — | — | 642 | 1,767 | 2,409 | 498 | 1979 | 07/11 | 30 |
| Springfield, MO | — | 1,188 | 2,817 | — | — | 1,188 | 2,817 | 4,005 | 681 | 2000 | 07/11 | 35 |
| Springfield, MO | — | 1,064 | 2,109 | — | — | 1,064 | 2,109 | 3,173 | 595 | 1990 | 07/11 | 30 |
See accompanying report of independent registered public accounting firm.
F-49
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Missouri City, TX | — | 549 | 1,553 | — | — | 549 | 1,553 | 2,102 | 361 | 2004 | 11/11 | 35 |
| Bountiful, UT | — | 484 | 292 | — | — | 484 | 292 | 776 | 78 | 1995 | 01/12 | 30 |
| Salt Lake City, UT | — | 522 | 1,806 | — | — | 522 | 1,806 | 2,328 | 479 | 1993 | 01/12 | 30 |
| Tucson, AZ | — | 742 | 2,226 | — | — | 742 | 2,226 | 2,968 | 590 | 2000 | 01/12 | 30 |
| Tucson, AZ | — | 946 | 2,566 | — | — | 946 | 2,566 | 3,512 | 681 | 2003 | 01/12 | 30 |
| Tucson, AZ | — | 493 | 345 | — | — | 493 | 345 | 838 | 78 | 2007 | 01/12 | 35 |
| Cedar Park, TX | — | 794 | 1,316 | — | — | 794 | 1,316 | 2,110 | 290 | 2009 | 04/12 | 35 |
| Spokane Valley, WA | — | 454 | 857 | — | — | 454 | 857 | 1,311 | 189 | 2005 | 04/12 | 35 |
| Salt Lake City, UT | — | 781 | 2,303 | — | — | 781 | 2,303 | 3,084 | 491 | 2009 | 07/12 | 35 |
| College Park, GA | — | 322 | 1,056 | — | — | 322 | 1,056 | 1,378 | 220 | 2008 | 09/12 | 35 |
| Griffin, GA | — | 401 | 2,897 | — | — | 401 | 2,897 | 3,298 | 603 | 2007 | 09/12 | 35 |
| Hampton, GA | — | 421 | 1,996 | — | — | 421 | 1,996 | 2,417 | 416 | 2006 | 09/12 | 35 |
| Lilburn, GA | — | 381 | 2,426 | — | — | 381 | 2,426 | 2,807 | 505 | 2007 | 09/12 | 35 |
| Oxford, AL | — | 301 | 3,607 | — | — | 301 | 3,607 | 3,908 | 751 | 2008 | 09/12 | 35 |
| Clermont, FL | — | 783 | 2,328 | — | — | 783 | 2,328 | 3,111 | 479 | 2006 | 10/12 | 35 |
| Springfield, MO | — | 474 | 736 | — | — | 474 | 736 | 1,210 | 178 | 2006 | 10/12 | 30 |
| Abilene, TX | — | 641 | 3,093 | — | — | 641 | 3,093 | 3,734 | 630 | 2006 | 11/12 | 35 |
| Abilene, TX | — | 101 | 426 | — | — | 101 | 426 | 527 | 87 | 2009 | 11/12 | 35 |
| Lubbock, TX | — | 350 | 2,984 | — | — | 350 | 2,984 | 3,334 | 607 | 2007 | 11/12 | 35 |
| Lubbock, TX | — | 411 | 2,534 | — | — | 411 | 2,534 | 2,945 | 602 | 2003 | 11/12 | 30 |
| Lubbock, TX | — | 400 | 3,403 | — | — | 400 | 3,403 | 3,803 | 693 | 2004 | 11/12 | 35 |
| Ephrata, PA | — | 241 | 2,797 | — | — | 241 | 2,797 | 3,038 | 788 | 1987 | 12/12 | 25 |
| Lancaster, PA | — | 920 | 7,894 | — | — | 920 | 7,894 | 8,814 | 1,853 | 1999 | 12/12 | 30 |
| Sinking Spring, PA | — | 1,251 | 4,735 | — | — | 1,251 | 4,735 | 5,986 | 1,111 | 2005 | 12/12 | 30 |
| York, PA | — | 591 | 4,605 | — | — | 591 | 4,605 | 5,196 | 1,081 | 1995 | 12/12 | 30 |
| Atlanta, GA | — | 1,633 | 5,378 | — | — | 1,633 | 5,378 | 7,011 | 1,262 | 1998 | 12/12 | 30 |
| Atlanta, GA | — | 1,773 | 4,528 | — | — | 1,773 | 4,528 | 6,301 | 911 | 2003 | 12/12 | 35 |
| Urbandale, IA | — | 485 | 374 | — | — | 485 | 374 | 859 | 84 | 1990 | 04/13 | 30 |
| Houston, TX | — | 551 | 2,967 | — | — | 551 | 2,967 | 3,518 | 776 | 1980 | 06/13 | 25 |
| Houston, TX | — | 542 | 1,876 | — | — | 542 | 1,876 | 2,418 | 351 | 2012 | 06/13 | 35 |
| Houston, TX | — | 752 | 1,736 | — | — | 752 | 1,736 | 2,488 | 324 | 2005 | 06/13 | 35 |
| Houston, TX | — | 1,573 | 2,315 | — | — | 1,573 | 2,315 | 3,888 | 433 | 2006 | 06/13 | 35 |
| Houston, TX | — | 713 | 964 | — | — | 713 | 964 | 1,677 | 180 | 2005 | 06/13 | 35 |
| Humble, TX | — | 611 | 3,327 | — | — | 611 | 3,327 | 3,938 | 622 | 2006 | 06/13 | 35 |
See accompanying report of independent registered public accounting firm.
F-50
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Katy, TX | — | 421 | 2,157 | — | — | 421 | 2,157 | 2,578 | 470 | 2002 | 06/13 | 30 |
| Spring, TX | — | 652 | 2,627 | — | — | 652 | 2,627 | 3,279 | 491 | 2006 | 06/13 | 35 |
| Tucson, AZ | — | 654 | 1,357 | — | — | 654 | 1,357 | 2,011 | 285 | 1986 | 09/13 | 30 |
| Rochester, MN | — | 396 | 264 | — | — | 396 | 264 | 660 | 52 | 1987 | 02/14 | 30 |
| Tucson, AZ | — | 988 | 272 | — | — | 988 | 272 | 1,260 | 53 | 1987 | 02/14 | 30 |
| Brooklyn Park, MN | — | 287 | 394 | — | — | 265 | 394 | 659 | 48 | 2011 | 09/15 | 35 |
| Lake Mary, FL | — | 692 | 3,518 | — | — | 692 | 3,518 | 4,210 | 493 | 1997 | 10/15 | 30 |
| Melbourne, FL | — | 1,262 | 4,348 | — | — | 1,262 | 4,348 | 5,610 | 523 | 2009 | 10/15 | 35 |
| Sanford, FL | — | 1,322 | 3,887 | — | — | 1,322 | 3,887 | 5,209 | 467 | 2008 | 10/15 | 35 |
| Tampa, FL | — | 630 | 2,879 | — | — | 630 | 2,879 | 3,509 | 324 | 1991 | 08/16 | 30 |
| Clermont, FL | — | 1,550 | 2,460 | — | — | 1,550 | 2,460 | 4,010 | 231 | 2013 | 09/16 | 35 |
| Lakeland, FL | — | 446 | 3,064 | — | — | 446 | 3,064 | 3,510 | 383 | 1979 | 11/16 | 25 |
| Comstock Park, MI | — | 1,151 | 3,860 | — | — | 1,151 | 3,860 | 5,011 | 444 | 1978 | 02/17 | 25 |
| Grand Rapids, MI | — | 494 | 3,513 | 189 | — | 683 | 3,513 | 4,196 | 289 | 2013 | 02/17 | 35 |
| Grand Rapids, MI | — | 426 | 2,180 | — | — | 426 | 2,180 | 2,606 | 251 | 1963 | 02/17 | 25 |
| Grand Rapids, MI | — | 416 | 3,590 | — | — | 416 | 3,590 | 4,006 | 344 | 2006 | 02/17 | 30 |
| Grand Rapids, MI | — | 455 | 1,958 | — | — | 455 | 1,958 | 2,413 | 225 | 1963 | 02/17 | 25 |
| Wyoming, MI | — | 928 | 5,077 | — | — | 928 | 5,077 | 6,005 | 584 | 1965 | 02/17 | 25 |
| Columbia Heights, MN | — | 96 | 252 | — | — | 96 | 252 | 348 | 24 | 1961 | 02/18 | 20 |
| Madison, TN | — | 669 | 51 | — | — | 669 | 51 | 720 | 3 | 1988 | 06/18 | 25 |
| Colorado Springs, CO | — | 295 | 2,118 | — | — | 295 | 2,118 | 2,413 | 73 | 2013 | 10/18 | 35 |
| Atwater, CA | — | 809 | 4,198 | — | — | 809 | 4,198 | 5,007 | 125 | 2008 | 12/18 | 35 |
| Ceres, CA | — | 347 | 4,160 | — | — | 347 | 4,160 | 4,507 | 173 | 1994 | 12/18 | 25 |
| Los Banos, CA | — | 712 | 4,294 | — | — | 712 | 4,294 | 5,006 | 112 | 2018 | 12/18 | 40 |
| Manteca, CA | — | 501 | 4,506 | — | — | 501 | 4,506 | 5,007 | 134 | 2016 | 12/18 | 35 |
| Merced, CA | — | 347 | 4,660 | — | — | 347 | 4,660 | 5,007 | 162 | 1998 | 12/18 | 30 |
| Modesto, CA | — | 741 | 3,765 | — | — | 741 | 3,765 | 4,506 | 131 | 2002 | 12/18 | 30 |
| Modesto, CA | — | 674 | 3,332 | — | — | 674 | 3,332 | 4,006 | 116 | 1991 | 12/18 | 30 |
| Patterson, CA | — | 741 | 4,265 | — | — | 741 | 4,265 | 5,006 | 127 | 2017 | 12/18 | 35 |
| Tracy, CA | — | 761 | 4,246 | — | — | 761 | 4,246 | 5,007 | 126 | 2013 | 12/18 | 35 |
| Deltona, FL | — | 481 | 3,027 | — | — | 481 | 3,027 | 3,508 | 71 | 2010 | 04/19 | 30 |
| Titusville, FL | — | 575 | 3,931 | — | — | 575 | 3,931 | 4,506 | 80 | 2002 | 04/19 | 35 |
| Merced, CA | — | 1,070 | 2,939 | — | — | 1,070 | 2,939 | 4,009 | 45 | 2018 | 06/19 | 35 |
| Delano, CA | — | 564 | 3,687 | — | — | 564 | 3,687 | 4,251 | 22 | 2016 | 10/19 | 35 |
See accompanying report of independent registered public accounting firm.
F-51
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||||
| Dinuba, CA | — | 593 | 3,414 | — | — | 593 | 3,414 | 4,007 | 20 | 2010 | 10/19 | 35 | ||
| Hanford, CA | — | 329 | 3,678 | — | — | 329 | 3,678 | 4,007 | 22 | 2011 | 10/19 | 35 | ||
| Hanford, CA | — | 404 | 3,847 | — | — | 404 | 3,847 | 4,251 | 23 | 2015 | 10/19 | 35 | ||
| Porterville, CA | — | 517 | 3,490 | — | — | 517 | 3,490 | 4,007 | 21 | 2016 | 10/19 | 35 | ||
| Porterville, CA | — | 433 | 3,574 | — | — | 433 | 3,574 | 4,007 | 21 | 2011 | 10/19 | 35 | ||
| Tulare, CA | — | 640 | 3,367 | — | — | 640 | 3,367 | 4,007 | 20 | 2015 | 10/19 | 35 | ||
| Motor Trend: | ||||||||||||||
| Orlando, FL | — | 820 | 2,441 | 125 | — | 820 | 2,566 | 3,386 | 1,609 | 1992 | 05/93 | 40 | ||
| Movie Tavern Theatre: | ||||||||||||||
| Covington, LA | — | 1,081 | 6,779 | — | — | 1,081 | 6,779 | 7,860 | 1,196 | 1993 | 09/14 | 30 | ||
| Baton Rouge, LA | — | 1,497 | — | 10,888 | — | 1,497 | 10,888 | 12,385 | 1,225 | 1993 | 11/14 | (o) | 40 | |
| Allentown, PA | — | 3,610 | — | 10,921 | — | 3,610 | 10,921 | 14,531 | 375 | 2018 | 06/17 | (m) | 40 | |
| Muchas Gracias Mexican Restaurant: | ||||||||||||||
| Salem, OR | — | 556 | 736 | — | — | 556 | 736 | 1,292 | 332 | 1996 | 12/01 | 40 | ||
| Murphy Oil: | ||||||||||||||
| Arlington, TX | — | 2,079 | — | 1,397 | — | 2,079 | (i) | 2,079 | (i) | (i) | 11/97 | (i) | ||
| Fort Worth, TX | — | 1,652 | 2,018 | — | — | 1,652 | (i) | 1,652 | (i) | (i) | 02/05 | (i) | ||
| Natural Grocers: | ||||||||||||||
| Coeur D'Alene, ID | — | 2,172 | — | 2,778 | — | 2,172 | 2,778 | 4,950 | 402 | 2014 | 08/13 | (m) | 40 | |
| Flagstaff, AZ | 2,551 | (j) | 831 | 4,079 | — | — | 831 | 4,079 | 4,910 | 597 | 2012 | 11/14 | 35 | |
| Helena, MT | 2,237 | (j) | 1,079 | 3,062 | — | — | 1,079 | 3,062 | 4,141 | 448 | 2012 | 11/14 | 35 | |
| Missoula, MT | 1,992 | (j) | 929 | 3,222 | — | — | 929 | 3,222 | 4,151 | 472 | 2012 | 11/14 | 35 | |
| Sedona, AZ | 2,344 | (j) | 1,064 | 3,211 | — | — | 1,064 | 3,211 | 4,275 | 470 | 2012 | 11/14 | 35 | |
| Steamboat Springs, CO | 2,713 | (j) | 1,512 | 3,447 | — | — | 1,512 | 3,447 | 4,959 | 505 | 2012 | 11/14 | 35 | |
| Independence, MO | — | 912 | 5,002 | — | — | 912 | 5,002 | 5,914 | 841 | 2002 | 12/14 | 30 | ||
| Oklahoma City, OK | — | 1,190 | 3,275 | — | — | 1,190 | 2,456 | 3,646 | 20 | 2015 | 01/16 | 35 | ||
| Vancouver, WA | — | 1,639 | — | 4,338 | — | 1,639 | 4,338 | 5,977 | 330 | 2016 | 06/16 | (m) | 40 | |
| South Jordan, UT | — | 1,460 | — | 4,039 | — | 1,460 | 4,039 | 5,499 | 299 | 2016 | 08/16 | (m) | 40 |
See accompanying report of independent registered public accounting firm.
F-52
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Nebraskaland Tire: | |||||||||||||
| Park City, KS | — | 214 | 687 | — | — | 214 | 687 | 901 | 499 | 1989 | 06/05 | 20 | |
| New Vision Theatre: | |||||||||||||
| Montgomery, AL | — | 1,686 | 11,156 | — | — | 1,686 | 11,156 | 12,842 | 1,476 | 2014 | 09/14 | 40 | |
| Nitlantika: | |||||||||||||
| Hollywood, FL | — | 383 | 88 | 73 | — | 234 | 36 | 270 | 7 | 1960 | 12/05 | 15 | |
| Northern Tool: | |||||||||||||
| Beaumont, TX | — | 483 | 831 | 1,207 | — | 483 | 2,038 | 2,521 | 597 | 1992 | 03/99 | 40 | |
| Asheville, NC | — | 519 | 2,998 | — | — | 519 | 2,998 | 3,517 | 653 | 2007 | 05/12 | 35 | |
| Spartanburg, SC | — | 654 | 3,174 | — | — | 654 | 3,174 | 3,828 | 560 | 2007 | 09/14 | 30 | |
| NTB Tire and Service Centers: | |||||||||||||
| Hampton, VA | — | 180 | 427 | — | — | 180 | 427 | 607 | 158 | 1986 | 03/05 | 40 | |
| Newport News, VA | — | 234 | 259 | — | — | 234 | 259 | 493 | 96 | 1986 | 03/05 | 40 | |
| Norfolk, VA | — | 398 | 508 | — | — | 398 | 508 | 906 | 188 | 1986 | 03/05 | 40 | |
| Rockville, MD | — | 1,030 | 306 | — | — | 1,016 | 306 | 1,322 | 113 | 1974 | 03/05 | 40 | |
| Washington, DC (n) | — | 624 | 578 | — | — | 624 | 578 | 1,202 | 214 | 1983 | 03/05 | 40 | |
| Office Depot: | |||||||||||||
| Gastonia, NC | — | 1,554 | 2,367 | 1,019 | — | 1,554 | 3,386 | 4,940 | 1,125 | 2004 | 12/04 | 40 | |
| OfficeMax: | |||||||||||||
| Cincinnati, OH | — | 543 | 1,575 | — | — | 543 | 1,575 | 2,118 | 1,003 | 1994 | 07/94 | 40 | |
| Evanston, IL | — | 1,868 | 1,758 | — | — | 1,868 | 1,758 | 3,626 | 1,079 | 1995 | 06/95 | 40 | |
| Salinas, CA | — | 1,353 | 1,829 | — | — | 1,353 | 1,829 | 3,182 | 1,046 | 1995 | 02/97 | 40 | |
| Lynchburg, VA | — | 562 | — | 1,851 | — | 562 | 1,851 | 2,413 | 985 | 1998 | 02/98 | (m) | 40 |
| Griffin, GA | — | 685 | — | 1,802 | — | 685 | 1,802 | 2,487 | 933 | 1999 | 11/98 | (g) | 40 |
| Weatherford, TX | — | 548 | 2,436 | — | — | 548 | 2,436 | 2,984 | 430 | 1999 | 09/14 | 30 | |
| Old Chicago: | |||||||||||||
| Garland, TX | — | 895 | — | 1,085 | — | 888 | 1,085 | 1,973 | 124 | 2016 | 01/16 | (m) | 30 |
See accompanying report of independent registered public accounting firm.
F-53
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>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 | 772 | 1988 | 09/97 | 40 | |
| Baltimore, MD | — | 2,595 | 4,156 | — | — | 2,595 | 4,156 | 6,751 | 104 | 1982 | 05/19 | 25 | |
| Cuyahoga Falls, OH | — | 1,191 | 2,169 | — | — | 1,191 | 2,169 | 3,360 | 54 | 1986 | 05/19 | 25 | |
| Dublin, OH | — | 1,208 | 2,741 | — | — | 1,208 | 2,741 | 3,949 | 69 | 1988 | 05/19 | 25 | |
| Hoover, AL | — | 1,853 | 316 | — | — | 1,853 | 316 | 2,169 | 8 | 1989 | 05/19 | 25 | |
| Lafayette, LA | — | 1,751 | 987 | — | — | 1,751 | 987 | 2,738 | 25 | 1990 | 05/19 | 25 | |
| Lewisville, TX | — | 2,286 | 1,504 | — | — | 2,286 | 1,504 | 3,790 | 31 | 1990 | 05/19 | 30 | |
| Media, PA | — | 2,525 | 2,230 | — | — | 2,525 | 2,230 | 4,755 | 56 | 1984 | 05/19 | 25 | |
| Memphis, TN | — | 1,937 | 3,641 | — | — | 1,937 | 3,641 | 5,578 | 76 | 1996 | 05/19 | 30 | |
| Merrillville, IN | — | 1,354 | 560 | — | — | 1,354 | 560 | 1,914 | 12 | 2001 | 05/19 | 30 | |
| Pennsdale, PA | — | 874 | 1,008 | — | — | 874 | 1,008 | 1,882 | 25 | 1994 | 05/19 | 25 | |
| Sterling, VA | — | 3,074 | 794 | — | — | 3,074 | 794 | 3,868 | 17 | 2001 | 05/19 | 30 | |
| Winchester, VA | — | 1,961 | 705 | — | — | 1,961 | 705 | 2,666 | 15 | 1994 | 05/19 | 30 | |
| Roanoke, VA | — | 1,739 | — | — | — | 1,739 | (i) | 1,739 | (i) | (i) | 12/19 | (i) | |
| Orchard Supply Hardware: | |||||||||||||
| Pismo Beach, CA | — | 2,436 | 1,997 | 2,339 | — | 2,436 | 4,336 | 6,772 | 1,329 | 1989 | 12/11 | (o) | 25 |
| San Jose, CA | — | 4,092 | 4,279 | 3,307 | — | 4,092 | 7,586 | 11,678 | 2,347 | 1982 | 12/11 | (o) | 25 |
| San Jose, CA (n) | — | 6,406 | 2,457 | 3,374 | — | 6,406 | 5,831 | 12,237 | 1,780 | 1982 | 12/11 | (o) | 25 |
| Chico, CA (n) | — | 1,782 | 4,563 | 746 | — | 1,782 | 5,308 | 7,090 | 1,297 | 2002 | 07/12 | (o) | 30 |
| Clovis, CA | — | 1,226 | 1,426 | 151 | — | 1,226 | 1,577 | 2,803 | 467 | 1982 | 07/12 | (o) | 25 |
| Pinole, CA (n) | — | 2,784 | 5,195 | — | — | 2,784 | 5,195 | 7,979 | 1,550 | 1987 | 07/12 | (o) | 25 |
| San Jose, CA | — | 3,370 | 2,517 | — | — | 3,370 | 2,517 | 5,887 | 751 | 1965 | 07/12 | 25 | |
| Oregano's Pizza Bistro: | |||||||||||||
| Fort Collins, CO | — | 390 | 895 | 367 | — | 390 | 1,262 | 1,652 | 284 | 1995 | 02/11 | 30 | |
| Outback: | |||||||||||||
| Cheyenne, WY | — | 672 | 2,502 | — | — | 672 | 2,502 | 3,174 | 650 | 2001 | 03/12 | 30 | |
| Conroe, TX | — | 524 | 583 | — | — | 524 | 583 | 1,107 | 182 | 1992 | 03/12 | 25 | |
| Copley Township, OH | — | 753 | 2,407 | — | — | 753 | 2,407 | 3,160 | 750 | 1993 | 03/12 | 25 | |
| Coraopolis, PA | — | 487 | 2,326 | — | — | 487 | 2,326 | 2,813 | 604 | 1998 | 03/12 | 30 | |
| Denver, CO | — | 850 | 1,305 | — | — | 850 | 1,305 | 2,155 | 291 | 2003 | 03/12 | 35 |
See accompanying report of independent registered public accounting firm.
F-54
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Knoxville, TN | — | 753 | 1,852 | — | — | 753 | 1,852 | 2,605 | 412 | 2004 | 03/12 | 35 | |
| Largo, MD | — | 1,738 | 2,227 | — | — | 1,738 | 2,227 | 3,965 | 578 | 2001 | 03/12 | 30 | |
| Lufkin, TX | — | 514 | 1,147 | — | — | 514 | 1,147 | 1,661 | 298 | 1999 | 03/12 | 30 | |
| Mechanicsville, VA | — | 674 | 2,328 | — | — | 674 | 2,328 | 3,002 | 605 | 2002 | 03/12 | 30 | |
| Mt. Pleasant, SC | — | 713 | 1,466 | — | — | 713 | 1,466 | 2,179 | 381 | 1999 | 03/12 | 30 | |
| Phoenix, AZ | — | 821 | 2,284 | — | — | 821 | 2,284 | 3,105 | 593 | 2002 | 03/12 | 30 | |
| Shreveport, LA | — | 633 | 3,105 | — | — | 633 | 3,105 | 3,738 | 968 | 1994 | 03/12 | 25 | |
| Smithfield, NC | — | 772 | 2,345 | — | — | 772 | 2,345 | 3,117 | 522 | 2004 | 03/12 | 35 | |
| Stockbridge, GA | — | 910 | 1,988 | — | — | 910 | 1,988 | 2,898 | 516 | 2001 | 03/12 | 30 | |
| Troy, OH | — | 456 | 1,575 | — | — | 456 | 1,575 | 2,031 | 351 | 2004 | 03/12 | 35 | |
| Venice, FL | — | 833 | 2,529 | — | — | 833 | 2,529 | 3,362 | 657 | 2001 | 03/12 | 30 | |
| Warrenton, VA | — | 1,833 | 2,021 | — | — | 1,833 | 2,021 | 3,854 | 525 | 2001 | 03/12 | 30 | |
| Wheaton, IL | — | 901 | 654 | — | — | 901 | 654 | 1,555 | 204 | 1994 | 03/12 | 25 | |
| Fultondale, AL | — | 765 | 2,097 | — | — | 765 | 2,097 | 2,862 | 358 | 1998 | 11/14 | 30 | |
| Palais Royale: | |||||||||||||
| Sealy, TX | — | 457 | 504 | 1,778 | — | 462 | 2,282 | 2,744 | 805 | 1982 | 03/99 | 40 | |
| Panda Express: | |||||||||||||
| Florissant, MO | — | 50 | 59 | 170 | — | 50 | 228 | 278 | 67 | 2012 | 04/03 | (g) | 40 |
| Patient First: | |||||||||||||
| Richmond, VA | — | 270 | 1,545 | — | — | 270 | 1,545 | 1,815 | 444 | 1988 | 05/11 | 30 | |
| York, PA | — | 772 | 2,995 | — | — | 772 | 2,995 | 3,767 | 633 | 2011 | 07/11 | 40 | |
| Mechanicsburg, PA | — | 933 | 3,401 | — | — | 933 | 3,401 | 4,334 | 670 | 2011 | 02/12 | 40 | |
| Chesapeake, VA | — | 598 | 2,161 | — | — | 598 | 2,161 | 2,759 | 201 | 1998 | 03/17 | 30 | |
| Virginia Beach, VA | — | 550 | 2,160 | — | — | 550 | 2,160 | 2,710 | 201 | 1998 | 03/17 | 30 | |
| Patriot Fuels: | |||||||||||||
| Vinita, OK | — | 72 | 368 | — | — | 72 | 368 | 440 | 191 | 1972 | 07/09 | 20 | |
| Pawn America: | |||||||||||||
| Fridley, MN | — | 1,013 | 4,465 | — | — | 1,013 | 4,465 | 5,478 | 1,048 | 1978 | 12/12 | 30 | |
| Mankato, MN | — | 449 | — | 1,705 | — | 449 | 1,705 | 2,154 | 261 | 2013 | 03/13 | (m) | 40 |
See accompanying report of independent registered public accounting firm.
F-55
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| PDQ: | |||||||||||||
| Altamonte Springs, FL | — | 553 | 997 | 486 | — | 1,039 | (i) | 1,039 | (i) | (i) | 01/96 | (i) | |
| Pep Boys: | |||||||||||||
| Chicago, IL | — | 1,077 | 3,756 | — | — | 1,077 | 3,756 | 4,833 | 1,301 | 1993 | 11/07 | 35 | |
| Cicero, IL | — | 1,341 | 3,760 | — | — | 1,341 | 3,760 | 5,101 | 1,303 | 1993 | 11/07 | 35 | |
| Cornwell Heights, PA | — | 2,058 | 3,102 | — | — | 2,058 | 3,102 | 5,160 | 1,504 | 1972 | 11/07 | 25 | |
| East Brunswick, NJ | — | 2,449 | 5,026 | — | — | 2,449 | 5,026 | 7,475 | 2,031 | 1987 | 11/07 | 30 | |
| Guayama, PR | — | 1,729 | 2,732 | — | — | 1,729 | 2,131 | 3,860 | 653 | 1998 | 11/07 | 33 | |
| Jacksonville, FL | — | 810 | 2,331 | — | — | 810 | 2,331 | 3,141 | 808 | 1989 | 11/07 | 35 | |
| Joliet, IL | — | 1,506 | 3,727 | — | — | 1,506 | 3,727 | 5,233 | 1,291 | 1993 | 11/07 | 35 | |
| Lansing, IL | — | 869 | 3,440 | — | — | 869 | 3,440 | 4,309 | 1,192 | 1993 | 11/07 | 35 | |
| Marietta, GA | — | 1,311 | 3,556 | — | — | 1,311 | 3,556 | 4,867 | 1,437 | 1987 | 11/07 | 30 | |
| Marlton, NJ | — | 1,608 | 4,142 | — | — | 1,608 | 4,142 | 5,750 | 1,674 | 1983 | 11/07 | 30 | |
| Philadelphia, PA | — | 1,300 | 3,830 | — | — | 1,300 | 3,830 | 5,130 | 1,327 | 1995 | 11/07 | 35 | |
| Quakertown, PA | — | 1,129 | 3,252 | — | — | 1,129 | 3,252 | 4,381 | 1,126 | 1995 | 11/07 | 35 | |
| Reading, PA | — | 1,189 | 3,367 | — | — | 1,189 | 2,819 | 4,008 | 1,018 | 1989 | 11/07 | 28 | |
| Roswell, GA | — | 931 | 2,732 | — | — | 931 | 2,732 | 3,663 | 1,104 | 2007 | 11/07 | 30 | |
| Turnersville, NJ | — | 990 | 3,494 | — | — | 990 | 3,494 | 4,484 | 1,412 | 1986 | 11/07 | 30 | |
| Houston, TX | — | 734 | 3,028 | — | — | 734 | 3,028 | 3,762 | 980 | 1994 | 04/10 | 30 | |
| Perkins Restaurant: | |||||||||||||
| Des Moines, IA | — | 270 | 218 | — | — | 270 | 218 | 488 | 218 | 1977 | 06/05 | 10 | |
| Des Moines, IA | — | 256 | 136 | — | — | 256 | 136 | 392 | 136 | 1976 | 06/05 | 10 | |
| Des Moines, IA | — | 226 | 203 | — | — | 226 | 203 | 429 | 203 | 1976 | 06/05 | 10 | |
| Newton, IA | — | 354 | 402 | — | — | 354 | 402 | 756 | 402 | 1979 | 06/05 | 10 | |
| Urbandale, IA | — | 377 | 581 | — | — | 377 | 581 | 958 | 423 | 1979 | 06/05 | 20 | |
| Pet Paradise: | |||||||||||||
| Houston, TX | — | 417 | 2,306 | — | — | 417 | 2,306 | 2,723 | 680 | 2008 | 03/08 | 40 | |
| Bunnell, FL | — | 316 | 881 | — | — | 316 | 881 | 1,197 | 258 | 1997 | 04/08 | 40 | |
| Charlotte, NC | — | 825 | — | 3,231 | — | 825 | 3,231 | 4,056 | 845 | 2009 | 11/08 | (m) | 40 |
| Davie, FL | — | 1,138 | 1,069 | — | — | 1,138 | 1,069 | 2,207 | 337 | 2003 | 12/08 | 35 | |
| Wesley Chapel, FL | — | 1,529 | — | 2,175 | — | 1,529 | 2,175 | 3,704 | 120 | 2017 | 02/17 | (m) | 40 |
See accompanying report of independent registered public accounting firm.
F-56
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Petco: | |||||||||||||
| Grand Forks, ND | — | 307 | 910 | — | — | 307 | 910 | 1,217 | 501 | 1996 | 12/97 | 40 | |
| Florissant, MO | — | 299 | 352 | 1,019 | — | 300 | 1,371 | 1,671 | 378 | 2012 | 04/03 | (g) | 40 |
| Petro Express: | |||||||||||||
| Belmont, NC | — | 1,508 | 1,622 | — | — | 1,508 | 1,622 | 3,130 | 589 | 2001 | 04/07 | 35 | |
| Charlotte, NC | — | 1,458 | 2,047 | — | — | 1,458 | 2,047 | 3,505 | 867 | 1987 | 04/07 | 30 | |
| Charlotte, NC | — | 1,810 | 2,570 | — | — | 1,810 | 2,570 | 4,380 | 816 | 2004 | 04/07 | 40 | |
| Charlotte, NC | — | 2,784 | 3,720 | — | — | 2,784 | 3,720 | 6,504 | 1,351 | 1998 | 04/07 | 35 | |
| Charlotte, NC | — | 1,697 | 2,419 | — | — | 1,682 | 2,419 | 4,101 | 768 | 2005 | 04/07 | 40 | |
| Charlotte, NC | — | 1,030 | 1,725 | — | — | 1,030 | 1,725 | 2,755 | 731 | 1983 | 04/07 | 30 | |
| Charlotte, NC | — | 507 | 698 | — | — | 507 | 698 | 1,205 | 443 | 1967 | 04/07 | 20 | |
| Charlotte, NC | — | 1,532 | 1,973 | — | — | 1,532 | 1,973 | 3,505 | 716 | 1998 | 04/07 | 35 | |
| Charlotte, NC | — | 1,291 | 1,839 | — | — | 1,291 | 1,839 | 3,130 | 779 | 1988 | 04/07 | 30 | |
| Charlotte, NC | — | 1,340 | 1,790 | — | — | 1,340 | 1,790 | 3,130 | 650 | 1998 | 04/07 | 35 | |
| Charlotte, NC | — | 2,165 | 1,965 | — | — | 2,165 | 1,965 | 4,130 | 713 | 1997 | 04/07 | 35 | |
| Charlotte, NC | — | 2,316 | 2,064 | — | — | 2,316 | 2,064 | 4,380 | 749 | 1996 | 04/07 | 35 | |
| Charlotte, NC | — | 429 | 425 | — | — | 429 | 425 | 854 | 180 | 1983 | 04/07 | 30 | |
| Charlotte, NC | — | 629 | 876 | — | — | 623 | 876 | 1,499 | 371 | 1986 | 04/07 | 30 | |
| Charlotte, NC | — | 1,778 | 1,977 | — | — | 1,778 | 1,977 | 3,755 | 838 | 1992 | 04/07 | 30 | |
| Concord, NC | — | 2,144 | 1,986 | — | — | 2,144 | 1,986 | 4,130 | 721 | 2000 | 04/07 | 35 | |
| Concord, NC | — | 1,828 | 1,677 | — | — | 1,707 | 1,677 | 3,384 | 609 | 2002 | 04/07 | 35 | |
| Denver, NC | — | 2,317 | 1,750 | — | — | 2,317 | 1,750 | 4,067 | 635 | 1999 | 04/07 | 35 | |
| Fort Mill, SC | — | 3,825 | 2,554 | — | — | 3,825 | 2,554 | 6,379 | 928 | 1998 | 04/07 | 35 | |
| Gastonia, NC | — | 965 | 1,228 | — | — | 965 | 1,228 | 2,193 | 446 | 2001 | 04/07 | 35 | |
| Gastonia, NC | — | 745 | 760 | — | — | 745 | 760 | 1,505 | 242 | 2003 | 04/07 | 40 | |
| Gastonia, NC | — | 1,070 | 1,185 | — | — | 1,070 | 1,185 | 2,255 | 430 | 1990 | 04/07 | 35 | |
| Gastonia, NC | — | 335 | 545 | — | — | 317 | 545 | 862 | 173 | 2000 | 04/07 | 40 | |
| Hickory, NC | — | 1,975 | 1,530 | — | — | 1,975 | 1,530 | 3,505 | 555 | 2002 | 04/07 | 35 | |
| Kings Mountain, NC | — | 1,210 | 982 | — | — | 1,210 | 982 | 2,192 | 357 | 1988 | 04/07 | 35 | |
| Lake Wylie, SC | — | 1,381 | 2,061 | — | — | 1,381 | 2,061 | 3,442 | 749 | 1998 | 04/07 | 35 | |
| Lake Wylie, SC | — | 1,972 | 1,283 | — | — | 1,972 | 1,283 | 3,255 | 466 | 2003 | 04/07 | 35 | |
| Lincolnton, NC (n) | — | 723 | 532 | — | — | 723 | 532 | 1,255 | 225 | 1989 | 04/07 | 30 | |
| Mineral Springs, NC | — | 678 | 577 | — | — | 678 | 577 | 1,255 | 183 | 2002 | 04/07 | 40 | |
| Monroe, NC | — | 857 | 1,023 | — | — | 857 | 1,023 | 1,880 | 325 | 2004 | 04/07 | 40 | |
| Monroe, NC | — | 421 | 834 | — | — | 421 | 834 | 1,255 | 303 | 1997 | 04/07 | 35 | |
| Monroe, NC | — | 709 | 796 | — | — | 709 | 796 | 1,505 | 289 | 1999 | 04/07 | 35 | |
| Rock Hill, SC | — | 778 | 727 | — | — | 778 | 727 | 1,505 | 308 | 1990 | 04/07 | 30 | |
| Rock Hill, SC | — | 3,095 | 1,910 | — | — | 3,095 | 1,910 | 5,005 | 693 | 1999 | 04/07 | 35 | |
| Rock Hill, SC | — | 2,119 | 1,886 | — | — | 2,119 | 1,886 | 4,005 | 685 | 1998 | 04/07 | 35 | |
| Statesville, NC | — | 1,886 | 2,182 | — | — | 1,864 | 2,182 | 4,046 | 792 | 1999 | 04/07 | 35 | |
| Waxhaw, NC | — | 508 | 747 | — | — | 508 | 747 | 1,255 | 237 | 2002 | 04/07 | 40 | |
| York, SC | — | 2,306 | 1,449 | — | — | 2,306 | 1,449 | 3,755 | 526 | 1999 | 04/07 | 35 | |
| Charlotte, NC | — | 1,834 | 1,214 | — | — | 1,834 | 1,214 | 3,048 | 383 | 1997 | 05/07 | 40 | |
| Charlotte, NC | — | 1,849 | 2,280 | — | — | 1,849 | 2,280 | 4,129 | 719 | 2005 | 05/07 | 40 | |
| Rock Hill, SC | — | 3,108 | 2,146 | — | — | 3,055 | 2,146 | 5,201 | 677 | 1999 | 05/07 | 40 | |
| PetSense: | |||||||||||||
| Kingsville, TX | — | 499 | 458 | 224 | — | 499 | 682 | 1,181 | 264 | 1995 | 12/01 | 40 | |
| PetSmart: | |||||||||||||
| Chicago, IL | — | 2,724 | 3,566 | — | — | 2,724 | 3,566 | 6,290 | 1,898 | 1998 | 09/98 | 40 | |
| Rock Hill, SC | — | 1,734 | 3,381 | — | — | 1,734 | 3,381 | 5,115 | 239 | 1998 | 11/17 | 30 | |
| PetSuites: | |||||||||||||
| Chesapeake, VA | — | 974 | — | 3,715 | — | 974 | 3,715 | 4,689 | 143 | 2018 | 12/17 | (m) | 40 |
| Winter Springs, FL | — | 943 | — | 3,855 | — | 993 | 3,855 | 4,848 | 141 | 2018 | 12/17 | (m) | 40 |
| Suwanee, GA | — | 705 | — | 3,419 | — | 705 | 3,419 | 4,124 | 25 | 2019 | 11/18 | (m) | (k) |
| Louisville, KY | — | 375 | 3,185 | — | — | 375 | 3,185 | 3,560 | 17 | 2019 | 10/19 | 40 | |
| Pier I Imports: | |||||||||||||
| Anchorage, AK | — | 928 | 1,663 | — | — | 928 | 1,663 | 2,591 | 991 | 1995 | 02/96 | 40 | |
| Memphis, TN | — | 713 | 822 | — | — | 713 | 822 | 1,535 | 463 | 1997 | 09/96 | (f) | 40 |
| Sanford, FL | — | 738 | 803 | — | — | 738 | 803 | 1,541 | 438 | 1998 | 06/97 | (f) | 40 |
| Valdosta, GA | — | 391 | 806 | — | — | 391 | 806 | 1,197 | 405 | 1999 | 01/99 | (f) | 40 |
| Pizza Hut: | |||||||||||||
| Monroeville, AL | — | 547 | 44 | — | — | 547 | 44 | 591 | 20 | 1976 | 12/01 | 40 | |
| Bowie, TX | — | 111 | 346 | — | — | 111 | 346 | 457 | 67 | 1976 | 02/15 | 25 | |
| Greeneville, TN | — | 111 | 717 | — | — | 111 | 717 | 828 | 140 | 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 | 197 | 1995 | 12/01 | 40 | |
| Randallstown, MD | — | 483 | 609 | — | — | 483 | 609 | 1,092 | 143 | 1958 | 02/14 | 25 | |
| Power Body Wellness: | |||||||||||||
| Conyers, GA | — | 320 | 556 | 29 | — | 320 | 585 | 905 | 319 | 1997 | 06/97 | 40 | |
| Power Center: | |||||||||||||
| Midland, MI | — | 1,085 | 1,635 | 220 | — | 1,085 | 1,598 | 2,683 | 572 | 2005 | 05/05 | (g) | 40 |
| Big Flats, NY | — | 2,248 | 7,159 | 1,258 | — | 2,248 | 5,075 | 7,323 | 1,817 | 2006 | 08/05 | (g) | 40 |
| Power Fuel & C-Store: | |||||||||||||
| Moosic, PA | — | 323 | 309 | — | — | 323 | 309 | 632 | 222 | 1980 | 08/05 | 20 | |
| Premium Spas & Billiards: | |||||||||||||
| Fairfax, VA | — | 105 | 151 | 436 | — | 194 | 587 | 781 | 178 | 1995 | 12/95 | 40 | |
| Publix Super Markets: | |||||||||||||
| Tampa, FL | — | 2,128 | 1,522 | — | — | 2,128 | (i) | 2,128 | (i) | (i) | 06/96 | (i) | |
| Pull-A-Part: | |||||||||||||
| Augusta, GA | — | 1,414 | — | 1,449 | — | 1,414 | 1,449 | 2,863 | 455 | 2007 | 08/06 | (m) | 40 |
| Birmingham, AL | — | 1,165 | 2,090 | — | — | 1,165 | 2,090 | 3,255 | 699 | 1964 | 08/06 | 40 | |
| Charlotte, NC | — | 2,913 | 1,724 | — | — | 2,908 | 1,724 | 4,632 | 576 | 2006 | 08/06 | 40 | |
| Conley, GA | — | 1,686 | 1,387 | — | — | 1,686 | 1,387 | 3,073 | 464 | 1999 | 08/06 | 40 | |
| Harvey, LA | — | 1,887 | — | 4,326 | — | 1,887 | 4,326 | 6,213 | 1,239 | 2008 | 08/06 | (m) | 40 |
| Knoxville, TN | — | 961 | — | 2,384 | — | 961 | 2,384 | 3,345 | 743 | 2007 | 08/06 | (m) | 40 |
| Louisville, KY | — | 3,206 | 1,532 | — | — | 3,206 | 1,532 | 4,738 | 512 | 2006 | 08/06 | 40 | |
| Nashville, TN | — | 2,164 | 1,414 | — | — | 2,164 | 1,414 | 3,578 | 473 | 2006 | 08/06 | 40 | |
| Norcross, GA | — | 1,831 | 1,040 | — | — | 1,831 | 1,040 | 2,871 | 348 | 1998 | 08/06 | 40 | |
| Cleveland, OH | — | 4,556 | — | 2,096 | — | 4,556 | 2,096 | 6,652 | 635 | 2007 | 08/06 | (m) | 40 |
| Lafayette, LA | — | 1,036 | — | 2,226 | — | 1,036 | 2,226 | 3,262 | 670 | 2007 | 08/06 | (m) | 40 |
| Montgomery, AL | — | 934 | — | 2,013 | — | 934 | 2,013 | 2,947 | 610 | 2007 | 11/06 | (m) | 40 |
| Jackson, MS | — | 1,315 | — | 2,471 | — | 1,315 | 2,318 | 3,633 | 692 | 2008 | 12/06 | (m) | 40 |
| Baton Rouge, LA | — | 893 | — | 3,256 | — | 893 | 3,256 | 4,149 | 879 | 2009 | 01/07 | (m) | 40 |
| Memphis, TN | — | 1,779 | — | 2,964 | — | 1,779 | 2,964 | 4,743 | 861 | 2008 | 05/07 | (m) | 40 |
| Mobile, AL | — | 550 | — | 2,772 | — | 550 | 2,772 | 3,322 | 759 | 2009 | 06/07 | (m) | 40 |
| Winston-Salem, NC | — | 846 | — | 2,449 | — | 836 | 2,449 | 3,285 | 676 | 2009 | 08/07 | (m) | 40 |
| Lithonia, GA | — | 2,410 | — | 2,345 | — | 2,410 | 2,345 | 4,755 | 643 | 2009 | 08/07 | (m) | 40 |
| Columbia, SC | — | 935 | — | 2,178 | — | 935 | 2,178 | 3,113 | 597 | 2009 | 09/07 | (m) | 40 |
| Akron, OH | — | 1,065 | — | 1,869 | — | 1,065 | 1,869 | 2,934 | 473 | 2009 | 10/08 | (m) | 40 |
| Quaker Steak & Lube: | |||||||||||||
| Mentor, OH | — | 841 | 2,452 | — | — | 841 | 2,452 | 3,293 | 400 | 2009 | 04/14 | 35 | |
| Quick Quack Car Wash: | |||||||||||||
| Colorado Springs, CO | — | 585 | 390 | — | — | 585 | 390 | 975 | 259 | 1978 | 09/06 | 20 | |
| QuikTrip: | |||||||||||||
| Clive, IA | — | 623 | 557 | — | — | 623 | 557 | 1,180 | 270 | 1994 | 06/05 | 30 | |
| Johnston, IA | — | 394 | 385 | — | — | 394 | 385 | 779 | 187 | 1991 | 06/05 | 30 | |
| Tulsa, OK | — | 1,225 | 650 | — | — | 1,225 | 650 | 1,875 | 315 | 1990 | 06/05 | 30 | |
| Fountain Inn, SC | — | 723 | 3,289 | — | — | 723 | 3,289 | 4,012 | 325 | 2015 | 07/16 | 35 | |
| Charlotte, NC | — | 739 | 3,512 | 3 | — | 740 | 3,514 | 4,254 | 297 | 2016 | 08/16 | 40 | |
| Marietta, GA | — | 1,870 | 3,795 | — | — | 1,870 | 3,795 | 5,665 | 304 | 2016 | 10/16 | 40 | |
| Alpharetta, GA | — | 1,665 | 3,700 | — | — | 1,665 | 3,700 | 5,365 | 235 | 2016 | 06/17 | 40 | |
| Roswell, GA | — | 1,693 | 3,572 | — | — | 1,693 | 3,572 | 5,265 | 220 | 2016 | 07/17 | 40 | |
| Concord, NC | — | 1,529 | 3,993 | — | — | 1,529 | 3,993 | 5,522 | 204 | 2017 | 12/17 | 40 | |
| Qwest Corporation Service Center: | |||||||||||||
| Cedar Rapids, IA | — | 184 | 629 | 143 | — | 184 | 772 | 956 | 510 | 1976 | 06/05 | 20 | |
| Rabobank: | |||||||||||||
| Chico, CA | — | 346 | — | — | — | 346 | (e) | 346 | (e) | (i) | 07/12 | (e) | |
| Raising Cane's: | |||||||||||||
| Lancaster, OH | — | 600 | — | 1,075 | — | 600 | 1,075 | 1,675 | 192 | 2012 | 01/08 | (g) | 40 |
| Cincinnati, OH | — | 312 | 898 | — | — | 312 | (e) | 312 | (e) | (e) | 08/10 | (e) | |
| Sulphur, LA | — | 326 | 1,268 | — | — | 326 | 1,268 | 1,594 | 316 | 2009 | 04/11 | 35 | |
| Hurst, TX | — | 763 | — | 1,309 | — | 763 | 1,309 | 2,072 | 269 | 2011 | 05/11 | (m) | 40 |
| Fort Worth, TX | — | 792 | — | 1,144 | — | 792 | 1,144 | 1,936 | 235 | 2011 | 06/11 | (m) | 40 |
| Plano, TX | — | 1,316 | — | 1,349 | — | 1,316 | 1,349 | 2,665 | 277 | 2011 | 06/11 | (m) | 40 |
| Pearland, TX | — | 774 | — | 1,255 | — | 774 | 1,255 | 2,029 | 255 | 2011 | 07/11 | (m) | 40 |
| Addison, TX | — | 869 | — | 1,343 | — | 869 | 1,343 | 2,212 | 262 | 2012 | 10/11 | (m) | 40 |
| Houston, TX | — | 737 | — | 1,163 | — | 737 | 1,163 | 1,900 | 229 | 2012 | 10/11 | (m) | 40 |
| Euless, TX | — | 1,222 | — | 1,376 | — | 1,226 | 1,376 | 2,602 | 277 | 2011 | 12/11 | (m) | 40 |
| Moore, OK | — | 762 | — | 1,153 | — | 762 | 1,153 | 1,915 | 222 | 2012 | 01/12 | (m) | 40 |
| Rowlett, TX | — | 814 | — | 1,398 | — | 814 | 1,398 | 2,212 | 261 | 2012 | 02/12 | (m) | 40 |
| Keller, TX | — | 833 | — | 1,265 | — | 833 | 1,265 | 2,098 | 228 | 2012 | 06/12 | (m) | 40 |
| Omaha, NE | — | 1,181 | — | 1,676 | — | 1,181 | 1,676 | 2,857 | 292 | 2013 | 08/12 | (m) | 40 |
| McKinney, TX | — | 1,443 | — | 1,255 | — | 1,443 | 1,255 | 2,698 | 210 | 2013 | 11/12 | (m) | 40 |
| Tulsa, OK | — | 1,006 | — | 1,508 | — | 1,006 | 1,508 | 2,514 | 253 | 2013 | 12/12 | (m) | 40 |
| Broken Arrow, OK | — | 1,267 | 1,285 | — | — | 1,267 | 1,285 | 2,552 | 205 | 2013 | 04/13 | 40 | |
| Oklahoma City, OK | — | 1,217 | — | 1,312 | — | 1,217 | 1,312 | 2,529 | 198 | 2013 | 06/13 | (m) | 40 |
| Oklahoma City, OK | — | 988 | — | 1,268 | — | 988 | 1,268 | 2,256 | 197 | 2013 | 06/13 | (m) | 40 |
| Owasso, OK | — | 641 | — | 1,313 | — | 641 | 1,313 | 1,954 | 196 | 2014 | 09/13 | (m) | 40 |
| Longview, TX | — | 1,020 | — | 1,488 | — | 1,020 | 1,488 | 2,508 | 203 | 2014 | 02/14 | (m) | 40 |
| Georgetown, TX | — | 1,101 | — | 1,830 | — | 1,101 | 1,830 | 2,931 | 242 | 2014 | 05/14 | (m) | 40 |
| Centennial, CO | — | 2,083 | — | 2,217 | — | 2,083 | 2,217 | 4,300 | 122 | 2017 | 04/17 | (m) | 40 |
| Rallys: | |||||||||||||
| Toledo, OH | — | 126 | 320 | — | — | 126 | 320 | 446 | 227 | 1989 | 07/92 | 39 |
See accompanying report of independent registered public accounting firm.
F-57
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| RBC Bank: | ||||||||||||
| Altamonte Springs, FL | — | 1,316 | 2,014 | — | — | 1,316 | 2,014 | 3,330 | 554 | 2007 | 05/10 | 35 |
| Regal Theatre: | ||||||||||||
| Bolingbrook, IL | — | 2,937 | 3,032 | 1,500 | — | 2,937 | 4,532 | 7,469 | 1,583 | 1994 | 09/07 | 30 |
| Rent-A-Center: | ||||||||||||
| Cohoes, NY | — | 64 | 348 | 242 | — | 64 | 590 | 654 | 157 | 1994 | 09/04 | 40 |
| Rite Aid: | ||||||||||||
| Mobile, AL (n) | — | 1,137 | 1,694 | — | — | 1,137 | 1,694 | 2,831 | 764 | 2000 | 12/01 | 40 |
| Norfolk, VA | — | 2,742 | 1,797 | — | — | 2,742 | 1,797 | 4,539 | 803 | 2001 | 02/02 | 40 |
| Thorndale, PA | — | 2,261 | 2,472 | — | — | 2,261 | 2,472 | 4,733 | 1,105 | 2001 | 02/02 | 40 |
| West Mifflin, PA | — | 1,402 | 2,044 | — | — | 1,402 | 2,044 | 3,446 | 913 | 1999 | 02/02 | 40 |
| Clinton Twp, MI | — | 977 | 1,664 | — | — | 977 | 1,664 | 2,641 | 321 | 1998 | 03/14 | 30 |
| Dowagiac, MI | — | 409 | 1,609 | — | — | 409 | 1,609 | 2,018 | 311 | 1998 | 03/14 | 30 |
| Rite Care Pharmacy: | ||||||||||||
| Dallas, TX | — | 2,407 | 2,299 | 320 | — | 2,407 | 2,618 | 5,025 | 892 | 1971 | 06/05 | 40 |
| RNR Wheels / RNR Tire Express: | ||||||||||||
| Anderson, SC | — | 140 | 815 | — | — | 140 | 815 | 955 | 127 | 1996 | 07/14 | 35 |
| Road Ranger: | ||||||||||||
| Springfield, IL | — | 705 | 1,500 | — | — | 705 | 1,500 | 2,205 | 508 | 1997 | 06/06 | 40 |
| Belvidere, IL | — | 1,098 | 1,256 | 1,257 | — | 1,098 | 2,513 | 3,611 | 711 | 1997 | 06/06 | 40 |
| Brazil, IN | — | 2,199 | 907 | — | — | 2,199 | 907 | 3,106 | 307 | 1990 | 06/06 | 40 |
| Cherry Valley, IL | — | 1,409 | 1,897 | — | — | 1,409 | 1,897 | 3,306 | 642 | 1991 | 06/06 | 40 |
| Cottage Grove, WI | — | 2,175 | 1,733 | 2 | — | 2,098 | 1,733 | 3,831 | 587 | 1990 | 06/06 | 40 |
| Decatur, IL | — | 815 | 1,314 | — | — | 815 | 1,314 | 2,129 | 445 | 2002 | 06/06 | 40 |
| Dekalb, IL | — | 747 | 1,658 | — | — | 747 | 1,658 | 2,405 | 561 | 2000 | 06/06 | 40 |
| Elk Run Heights, IA | — | 1,538 | 2,470 | — | — | 1,538 | 2,470 | 4,008 | 836 | 1989 | 06/06 | 40 |
| Lake Station, IN | — | 3,172 | 1,112 | — | — | 3,172 | 1,112 | 4,284 | 376 | 1987 | 06/06 | 40 |
| Mendota, IL | — | 1,218 | 3,295 | — | — | 1,218 | 3,295 | 4,513 | 912 | 1996 | 06/06 | 40 |
See accompanying report of independent registered public accounting firm.
F-58
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Oakdale, WI | — | 1,844 | 1,663 | — | — | 1,844 | 1,663 | 3,507 | 563 | 1998 | 06/06 | 40 | |
| Rockford, IL | — | 623 | 1,331 | 7 | — | 596 | 803 | 1,399 | 272 | 2000 | 06/06 | 40 | |
| Rockford, IL | — | 1,094 | 1,662 | — | — | 1,093 | 1,662 | 2,755 | 563 | 1996 | 06/06 | 40 | |
| Springfield, IL | — | 1,795 | 1,863 | — | — | 2,211 | 1,863 | 4,074 | 751 | 1978 | 06/06 | 40 | |
| Champaign, IL | — | 3,241 | 2,008 | — | — | 3,241 | 2,008 | 5,249 | 646 | 2006 | 02/07 | 40 | |
| DeKalb, IL | — | 505 | 1,503 | — | — | 505 | 1,503 | 2,008 | 484 | 2004 | 02/07 | 40 | |
| Fenton, MO | — | 2,584 | 2,622 | — | — | 2,584 | 2,622 | 5,206 | 844 | 2007 | 02/07 | 40 | |
| Hampshire, IL | — | 1,307 | 1,501 | 1,629 | — | 1,307 | 3,130 | 4,437 | 983 | 1988 | 02/07 | (f) | 40 |
| Princeton, IL | — | 1,141 | 3,066 | — | — | 1,141 | 3,066 | 4,207 | 987 | 2003 | 02/07 | 40 | |
| South Beloit, IL | — | 3,824 | 2,309 | — | — | 3,824 | 2,309 | 6,133 | 743 | 2002 | 02/07 | 40 | |
| Cedar Rapids, IA | — | 1,025 | 984 | — | — | 1,025 | 984 | 2,009 | 315 | 1990 | 03/07 | 40 | |
| Marion, IA | — | 737 | 1,071 | — | — | 737 | 1,071 | 1,808 | 343 | 1974 | 03/07 | 40 | |
| Okawville, IL | — | 1,530 | 1,147 | 1,034 | — | 1,536 | 2,181 | 3,717 | 567 | 1997 | 08/07 | 40 | |
| Dubuque, IA | — | 561 | 1,941 | — | — | 561 | 1,941 | 2,502 | 597 | 2000 | 09/07 | 40 | |
| Belvidere, IL | — | 521 | 1,053 | — | — | 521 | 1,053 | 1,574 | 319 | 2008 | 09/07 | (f) | 40 |
| South Beloit, IL | — | 1,182 | 1,324 | — | — | 1,182 | 1,324 | 2,506 | 401 | 2008 | 09/07 | (f) | 40 |
| Chicago, IL | — | 1,350 | 6,450 | — | — | 1,350 | 6,450 | 7,800 | 1,924 | 1970 | 07/12 | 25 | |
| Bensenville, IL | — | 842 | 3,164 | — | — | 842 | 3,164 | 4,006 | 505 | 2002 | 03/15 | 30 | |
| Loves Park, IL | — | 911 | 2,283 | — | — | 911 | 2,283 | 3,194 | 313 | 2010 | 03/15 | 35 | |
| Roadrunner Markets: | |||||||||||||
| Abingdon, VA | — | 261 | 1,711 | — | — | 261 | 1,711 | 1,972 | 185 | 1992 | 04/17 | 25 | |
| Abingdon, VA | — | 251 | 1,817 | — | — | 251 | 1,817 | 2,068 | 164 | 2001 | 04/17 | 30 | |
| Abingdon, VA | — | 542 | 890 | — | — | 542 | 890 | 1,432 | 96 | 1972 | 04/17 | 25 | |
| Abingdon, VA | — | 820 | 4,005 | — | — | 820 | 4,005 | 4,825 | 310 | 2012 | 04/17 | 35 | |
| Abingdon, VA | — | 396 | 1,479 | — | — | 396 | 1,479 | 1,875 | 133 | 1984 | 04/17 | 30 | |
| Asheville, NC | — | 966 | 1,690 | — | — | 966 | 1,690 | 2,656 | 183 | 1983 | 04/17 | 25 | |
| Asheville, NC | — | 502 | 2,154 | — | — | 502 | 2,154 | 2,656 | 194 | 1997 | 04/17 | 30 | |
| Asheville, NC | — | 995 | 1,169 | — | — | 995 | 1,169 | 2,164 | 127 | 1994 | 04/17 | 25 | |
| Blountville, TN | — | 242 | 1,189 | — | — | 242 | 1,189 | 1,431 | 129 | 1993 | 04/17 | 25 | |
| Blountville, TN | — | 338 | 3,406 | — | — | 338 | 3,406 | 3,744 | 369 | 1968 | 04/17 | 25 | |
| Bluff City, TN | — | 174 | 2,587 | — | — | 174 | 2,587 | 2,761 | 234 | 1997 | 04/17 | 30 | |
| Bristol, TN | — | 224 | 272 | — | — | 224 | 272 | 496 | 25 | 1997 | 04/17 | 30 | |
| Bristol, TN | — | 232 | 1,006 | — | — | 232 | 1,006 | 1,238 | 109 | 1979 | 04/17 | 25 |
See accompanying report of independent registered public accounting firm.
F-59
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Bristol, VA | — | 290 | 2,077 | — | — | 290 | 2,077 | 2,367 | 225 | 1986 | 04/17 | 25 |
| Bristol, VA | — | 174 | 814 | — | — | 174 | 814 | 988 | 73 | 1998 | 04/17 | 30 |
| Bristol, VA | — | 591 | 271 | — | — | 591 | 271 | 862 | 29 | 1980 | 04/17 | 25 |
| Bristol, VA | — | 135 | 1,151 | — | — | 135 | 1,151 | 1,286 | 125 | 1988 | 04/17 | 25 |
| Bristol, VA | — | 203 | 1,228 | — | — | 203 | 1,228 | 1,431 | 111 | 1986 | 04/17 | 30 |
| Chilhowie, VA | — | 213 | 2,154 | — | — | 213 | 2,154 | 2,367 | 194 | 2004 | 04/17 | 30 |
| Columbus, NC | — | 416 | 1,286 | — | — | 416 | 1,286 | 1,702 | 116 | 1998 | 04/17 | 30 |
| Columbus, NC | — | 242 | 1,730 | — | — | 242 | 1,730 | 1,972 | 187 | 1994 | 04/17 | 25 |
| Elizabethton, TN | — | 521 | 1,642 | — | — | 521 | 1,642 | 2,163 | 148 | 1997 | 04/17 | 30 |
| Elizabethton, TN | — | 174 | 1,797 | — | — | 174 | 1,797 | 1,971 | 195 | 1969 | 04/17 | 25 |
| Erwin, TN | — | 425 | 3,512 | — | — | 425 | 3,512 | 3,937 | 317 | 2002 | 04/17 | 30 |
| Erwin, TN | — | 426 | 861 | — | — | 426 | 861 | 1,287 | 93 | 1989 | 04/17 | 25 |
| Glade Spring, VA | — | 570 | 3,369 | — | — | 570 | 3,369 | 3,939 | 365 | 1991 | 04/17 | 25 |
| Gray, TN | — | 348 | 2,114 | — | — | 348 | 2,114 | 2,462 | 229 | 1983 | 04/17 | 25 |
| Greeneville, TN | — | 406 | 1,565 | — | — | 406 | 1,565 | 1,971 | 121 | 2016 | 04/17 | 35 |
| Hampton, TN | — | 232 | 2,481 | — | — | 232 | 2,481 | 2,713 | 224 | 1998 | 04/17 | 30 |
| Johnson City, TN | — | 136 | 900 | — | — | 136 | 900 | 1,036 | 81 | 1995 | 04/17 | 30 |
| Johnson City, TN | — | 358 | 822 | — | — | 358 | 822 | 1,180 | 74 | 1987 | 04/17 | 30 |
| Johnson City, TN | — | 511 | 3,232 | — | — | 511 | 3,232 | 3,743 | 292 | 1998 | 04/17 | 30 |
| Johnson City, TN | — | 1,023 | 2,181 | — | — | 1,023 | 2,181 | 3,204 | 197 | 1996 | 04/17 | 30 |
| Johnson City, TN | — | 926 | 2,914 | — | — | 926 | 2,914 | 3,840 | 263 | 1997 | 04/17 | 30 |
| Johnson City, TN | — | 454 | 2,008 | — | — | 454 | 2,008 | 2,462 | 155 | 2014 | 04/17 | 35 |
| Johnson City, TN | — | 531 | 1,343 | — | — | 531 | 1,343 | 1,874 | 121 | 1989 | 04/17 | 30 |
| Johnson City, TN | — | 454 | 1,025 | — | — | 454 | 1,025 | 1,479 | 93 | 1996 | 04/17 | 30 |
| Johnson City, TN | — | 415 | 1,459 | — | — | 415 | 1,459 | 1,874 | 132 | 2004 | 04/17 | 30 |
| Johnson City, TN | — | 579 | 2,133 | — | — | 579 | 2,133 | 2,712 | 193 | 2005 | 04/17 | 30 |
| Johnson City, TN | — | 212 | 2,153 | — | — | 212 | 2,153 | 2,365 | 194 | 2006 | 04/17 | 30 |
| Jonesborough, TN | — | 145 | 1,334 | — | — | 145 | 1,334 | 1,479 | 145 | 1983 | 04/17 | 25 |
| Jonesborough, TN | — | 531 | 3,107 | — | — | 531 | 3,107 | 3,638 | 240 | 2013 | 04/17 | 35 |
| Jonesborough, TN | — | 299 | 2,163 | — | — | 299 | 2,163 | 2,462 | 146 | 2010 | 04/17 | 40 |
| Kingsport, TN | — | 463 | 1,999 | — | — | 463 | 1,999 | 2,462 | 155 | 2016 | 04/17 | 35 |
| Kingsport, TN | — | 359 | 455 | — | — | 359 | 455 | 814 | 41 | 1997 | 04/17 | 30 |
| Kingsport, TN | — | 97 | 891 | — | — | 97 | 891 | 988 | 96 | 1979 | 04/17 | 25 |
| Kingsport, TN | — | 214 | 282 | — | — | 214 | 282 | 496 | 31 | 1979 | 04/17 | 25 |
See accompanying report of independent registered public accounting firm.
F-60
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Kingsport, TN | — | 97 | 1,382 | — | — | 97 | 1,382 | 1,479 | 150 | 1973 | 04/17 | 25 |
| Kingsport, TN | — | 107 | 534 | — | — | 107 | 534 | 641 | 58 | 1976 | 04/17 | 25 |
| Kingsport, TN | — | 415 | 1,555 | — | — | 415 | 1,555 | 1,970 | 168 | 1983 | 04/17 | 25 |
| Kingsport, TN | — | 319 | 1,160 | — | — | 319 | 1,160 | 1,479 | 105 | 2001 | 04/17 | 30 |
| Kingsport, TN | — | 521 | 2,683 | — | — | 521 | 2,683 | 3,204 | 291 | 1993 | 04/17 | 25 |
| Kingsport, TN | — | 106 | 1,623 | — | — | 106 | 1,623 | 1,729 | 176 | 1972 | 04/17 | 25 |
| Kingsport, TN | — | 521 | 2,336 | — | — | 521 | 2,336 | 2,857 | 211 | 1999 | 04/17 | 30 |
| Kingsport, TN | — | 475 | 320 | — | — | 475 | 320 | 795 | 29 | 1987 | 04/17 | 30 |
| Kingsport, TN | — | 222 | 1,257 | — | — | 222 | 1,257 | 1,479 | 136 | 1988 | 04/17 | 25 |
| Landrum, SC | — | 676 | 4,005 | — | — | 676 | 4,005 | 4,681 | 362 | 1999 | 04/17 | 30 |
| Lebanon, VA | — | 222 | 1,749 | — | — | 222 | 1,749 | 1,971 | 189 | 1989 | 04/17 | 25 |
| Lebanon, VA | — | 155 | 1,084 | — | — | 155 | 1,084 | 1,239 | 98 | 1998 | 04/17 | 30 |
| Marion, VA | — | 550 | 2,501 | — | — | 550 | 2,501 | 3,051 | 271 | 1994 | 04/17 | 25 |
| Morristown, TN | — | 116 | 727 | — | — | 116 | 727 | 843 | 79 | 1974 | 04/17 | 25 |
| Morristown, TN | — | 280 | 1,449 | — | — | 280 | 1,449 | 1,729 | 157 | 1976 | 04/17 | 25 |
| Morristown, TN | — | 242 | 601 | — | — | 242 | 601 | 843 | 65 | 1976 | 04/17 | 25 |
| Piney Flats, TN | — | 463 | 2,191 | — | — | 463 | 2,191 | 2,654 | 198 | 1983 | 04/17 | 30 |
| Rural Retreat, VA | — | 319 | 2,540 | — | — | 319 | 2,540 | 2,859 | 275 | 1991 | 04/17 | 25 |
| Waynesville, NC | — | 261 | 2,395 | — | — | 261 | 2,395 | 2,656 | 216 | 1997 | 04/17 | 30 |
| Robbins Diamonds: | ||||||||||||
| Newark, DE | — | 636 | 1,273 | 38 | — | 629 | 1,311 | 1,940 | 806 | 1994 | 12/94 | 40 |
| Ross Dress for Less: | ||||||||||||
| Coral Gables, FL | — | 1,782 | 1,661 | 19 | — | 1,782 | 1,680 | 3,462 | 953 | 1994 | 06/96 | 38 |
| Lodi, CA | — | 614 | 1,415 | — | — | 614 | 1,415 | 2,029 | 573 | 1984 | 03/99 | 40 |
| Ruby Tuesday: | ||||||||||||
| Americus, GA | — | 371 | 832 | — | — | 371 | 832 | 1,203 | 57 | 2007 | 12/17 | 30 |
| Arvada, CO | — | 705 | 633 | — | — | 705 | 633 | 1,338 | 43 | 1996 | 12/17 | 30 |
| Ashland, KY | — | 623 | 1,084 | — | — | 623 | 1,084 | 1,707 | 74 | 2003 | 12/17 | 30 |
| Athens, AL | — | 895 | 308 | — | — | 895 | 308 | 1,203 | 21 | 2005 | 12/17 | 30 |
| Austintown, OH | — | 244 | 1,265 | — | — | 244 | 1,265 | 1,509 | 86 | 2003 | 12/17 | 30 |
| Bedford, VA | — | 696 | 606 | — | — | 696 | 606 | 1,302 | 41 | 2006 | 12/17 | 30 |
See accompanying report of independent registered public accounting firm.
F-61
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Big Rapids, MI | — | 452 | 958 | — | — | 452 | 958 | 1,410 | 65 | 2006 | 12/17 | 30 | |
| Branson, MO | — | 597 | 822 | — | — | 597 | 822 | 1,419 | 67 | 1994 | 12/17 | 25 | |
| Columbia, MD | — | 1,760 | 244 | — | — | 1,760 | 244 | 2,004 | 20 | 1994 | 12/17 | 25 | |
| Concord, NC | — | 778 | 425 | — | — | 778 | 425 | 1,203 | 29 | 2003 | 12/17 | 30 | |
| Edinburgh, IN | — | 533 | 1,210 | — | — | 533 | 1,210 | 1,743 | 82 | 2005 | 12/17 | 30 | |
| Farmville, VA | — | 461 | 742 | — | — | 461 | 742 | 1,203 | 50 | 2005 | 12/17 | 30 | |
| Fayetteville, NC | — | 370 | 1,436 | — | — | 370 | 1,436 | 1,806 | 98 | 2000 | 12/17 | 30 | |
| Florence, SC | — | 406 | 1,400 | — | — | 406 | 1,400 | 1,806 | 95 | 2002 | 12/17 | 30 | |
| Fuquay-Varina, NC | — | 606 | 804 | — | — | 606 | 804 | 1,410 | 55 | 2003 | 12/17 | 30 | |
| Hopewell, VA | — | 632 | 976 | — | — | 632 | 976 | 1,608 | 66 | 2005 | 12/17 | 30 | |
| Indianapolis, IN | — | 877 | 326 | — | — | 877 | 326 | 1,203 | 19 | 2007 | 12/17 | 35 | |
| Inverness, FL | — | 587 | 1,219 | — | — | 587 | 1,219 | 1,806 | 71 | 2006 | 12/17 | 35 | |
| Jacksonville, FL | — | 833 | 244 | — | — | 833 | 244 | 1,077 | 17 | 2003 | 12/17 | 30 | |
| Kingsland, GA | — | 1,066 | 641 | — | — | 1,066 | 641 | 1,707 | 44 | 2006 | 12/17 | 30 | |
| Leeds, AL | — | 280 | 923 | — | — | 280 | 923 | 1,203 | 63 | 1999 | 12/17 | 30 | |
| Lincoln, NE | — | 361 | 1,445 | — | — | 361 | 1,445 | 1,806 | 98 | 2002 | 12/17 | 30 | |
| New Bern, NC | — | 470 | 832 | — | — | 470 | 832 | 1,302 | 57 | 2005 | 12/17 | 30 | |
| New Port Richey, FL | — | 461 | 841 | — | — | 461 | 841 | 1,302 | 57 | 2001 | 12/17 | 30 | |
| North Platte, NE | — | 515 | 1,093 | — | — | 515 | 1,093 | 1,608 | 64 | 2007 | 12/17 | 35 | |
| Orangeburg, SC | — | 605 | 1,399 | — | — | 605 | 1,399 | 2,004 | 95 | 2001 | 12/17 | 30 | |
| Roanoke, VA | — | 606 | 804 | — | — | 606 | 804 | 1,410 | 55 | 2001 | 12/17 | 30 | |
| Royal Palm Beach, FL | — | 994 | 416 | — | — | 994 | 416 | 1,410 | 28 | 2002 | 12/17 | 30 | |
| St. Augustine, FL | — | 1,255 | 551 | — | — | 1,255 | 551 | 1,806 | 37 | 2004 | 12/17 | 30 | |
| Terre Haute, IN | — | 371 | 832 | — | — | 371 | 832 | 1,203 | 57 | 2006 | 12/17 | 30 | |
| Troy, AL | — | 226 | 1,184 | — | — | 226 | 1,184 | 1,410 | 81 | 2004 | 12/17 | 30 | |
| Vidalia, GA | — | 407 | 1,201 | — | — | 407 | 1,201 | 1,608 | 82 | 1998 | 12/17 | 30 | |
| Warsaw, IN | — | 524 | 778 | — | — | 524 | 778 | 1,302 | 53 | 1999 | 12/17 | 30 | |
| Waterville, ME | — | 145 | 1,463 | — | — | 145 | 1,463 | 1,608 | 100 | 2002 | 12/17 | 30 | |
| Zephyrhills, FL | — | 849 | 957 | — | — | 849 | 957 | 1,806 | 65 | 2005 | 12/17 | 30 | |
| Ruby's Place: | |||||||||||||
| Swansea, IL | — | 46 | 133 | 87 | — | 46 | 220 | 266 | 62 | 1997 | 12/01 | (g) | 40 |
See accompanying report of independent registered public accounting firm.
F-62
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Rue 21: | |||||||||||||
| Lapeer, MI | — | 126 | 645 | — | — | 126 | 629 | 755 | 195 | 2007 | 10/05 | 40 | |
| Sally Beauty Supply: | |||||||||||||
| Lapeer, MI | — | 33 | 167 | — | — | 33 | 163 | 196 | 50 | 2007 | 10/05 | 40 | |
| Salons by JC: | |||||||||||||
| Buford, GA | — | 539 | 1,421 | 373 | — | 539 | 1,798 | 2,337 | 602 | 2003 | 07/04 | (g) | 40 |
| Saltgrass Steakhouse: | |||||||||||||
| San Marcos, TX | — | 837 | 1,453 | 2,227 | — | 837 | 3,680 | 4,517 | 505 | 2000 | 11/06 | 40 | |
| Beaumont, TX | — | 558 | — | 2,336 | — | 901 | 1,819 | 2,720 | 468 | 1975 | 09/10 | (m) | 30 |
| San Antonio, TX | — | 1,280 | — | 853 | — | 1,280 | 853 | 2,133 | 173 | 2011 | 08/11 | (m) | 40 |
| Cypress, TX | — | 1,071 | — | 1,886 | — | 1,071 | 1,886 | 2,957 | 352 | 2012 | 03/12 | (m) | 40 |
| Midland, TX | — | 837 | 2,073 | — | — | 837 | 2,073 | 2,910 | 388 | 1998 | 01/13 | 35 | |
| Port Arthur, TX | — | 890 | — | 2,049 | — | 890 | 2,049 | 2,939 | 305 | 2014 | 08/13 | (m) | 40 |
| McAllen, TX | — | 1,390 | — | 1,148 | — | 1,393 | 1,146 | 2,539 | 184 | 2007 | 12/13 | (m) | 35 |
| College Station, TX | — | 934 | — | 2,076 | — | 934 | 2,076 | 3,010 | 275 | 2014 | 04/14 | (m) | 40 |
| Lewisville, TX | — | 1,268 | — | 2,456 | — | 1,268 | 2,456 | 3,724 | 251 | 2015 | 11/14 | (m) | 40 |
| Waco, TX | — | 730 | — | 2,321 | — | 730 | 2,321 | 3,051 | 249 | 2015 | 12/14 | (m) | 40 |
| Odessa, TX | — | 1,000 | — | 2,410 | — | 1,000 | 2,410 | 3,410 | 243 | 2015 | 01/15 | (m) | 40 |
| Lubbock, TX | — | 1,025 | — | 2,251 | — | 1,025 | 2,251 | 3,276 | 209 | 2016 | 10/15 | (m) | 40 |
| Baytown, TX | — | 1,208 | — | 2,455 | — | 1,208 | 2,455 | 3,663 | 182 | 2017 | 07/16 | (m) | 40 |
| Corpus Christi, TX | — | 1,008 | — | 2,580 | — | 1,008 | 2,580 | 3,588 | 224 | 2016 | 09/16 | (m) | 35 |
| Tyler, TX | — | 1,622 | — | 2,615 | — | 1,622 | 2,615 | 4,237 | 166 | 2017 | 10/16 | (m) | 40 |
| Oklahoma City, OK | — | 853 | — | 2,359 | — | 853 | 2,359 | 3,212 | 174 | 1996 | 06/17 | (o) | 30 |
| Pasadena, TX | — | 1,498 | — | 2,783 | — | 1,498 | 2,783 | 4,281 | 142 | 2017 | 07/17 | (m) | 40 |
| Little Rock, AR | — | 1,140 | — | 2,606 | — | 1,140 | 2,606 | 3,746 | 122 | 2017 | 08/17 | (m) | 40 |
| Sherwood, AR | — | 1,166 | — | 2,666 | — | 1,166 | 2,666 | 3,832 | 114 | 2018 | 09/17 | (m) | 40 |
| Tulsa, OK | — | 1,327 | — | 2,832 | — | 1,327 | 2,832 | 4,159 | 97 | 2018 | 01/18 | (m) | 40 |
| Hoover, AL | — | 911 | — | 2,489 | — | 911 | 2,489 | 3,400 | 86 | 2003 | 03/18 | (o) | 35 |
| Covington, LA | — | 1,185 | — | 3,331 | — | 1,185 | 3,331 | 4,516 | 52 | 2018 | 04/18 | (m) | (k) |
| The Colony, TX | — | 1,549 | — | 2,937 | — | 1,549 | 2,937 | 4,486 | 70 | 2019 | 05/18 | (m) | 40 |
See accompanying report of independent registered public accounting firm.
F-63
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Save A Lot: | |||||||||||||
| Memphis, TN | — | 404 | — | 1,278 | — | 404 | 1,278 | 1,682 | 675 | 1998 | 12/97 | (g) | 40 |
| Save on Gas and C-Store: | |||||||||||||
| Wilkes-Barre, PA | — | 876 | 1,957 | — | — | 876 | 1,957 | 2,833 | 1,406 | 1998 | 08/05 | 20 | |
| Hughesville, PA | — | 290 | 566 | — | — | 290 | 258 | 548 | 160 | 1977 | 01/06 | 40 | |
| Savers Thrift Superstore: | |||||||||||||
| Fairview Heights, IL | — | 1,258 | 2,623 | 246 | — | 1,258 | 2,869 | 4,127 | 981 | 1980 | 10/05 | (g) | 40 |
| North Olmsted, OH | — | 1,613 | 4,549 | — | — | 1,613 | 4,549 | 6,162 | 584 | 1983 | 08/16 | 40 | |
| Schlotzsky's Deli: | |||||||||||||
| Phoenix, AZ | — | 706 | 315 | — | — | 706 | 315 | 1,021 | 142 | 1995 | 12/01 | 40 | |
| Scottsdale, AZ | — | 717 | 311 | — | — | 686 | 311 | 997 | 140 | 1995 | 12/01 | 40 | |
| Scotchman: | |||||||||||||
| Hudson, NC | — | 512 | 2,485 | — | — | 512 | 2,485 | 2,997 | 169 | 2002 | 12/17 | 30 | |
| Kings Mountain, NC | — | 533 | 1,985 | — | — | 533 | 1,985 | 2,518 | 135 | 1999 | 12/17 | 30 | |
| Rock Hill, SC | — | 319 | 1,588 | — | — | 319 | 1,588 | 1,907 | 130 | 1992 | 12/17 | 25 | |
| Rutherfordton, NC | — | 213 | 1,839 | — | — | 213 | 1,839 | 2,052 | 125 | 1999 | 12/17 | 30 | |
| Rutherfordton, NC | — | 349 | 2,160 | — | — | 349 | 2,160 | 2,509 | 176 | 1990 | 12/17 | 25 | |
| Shelby, NC | — | 320 | 2,189 | — | — | 320 | 2,189 | 2,509 | 179 | 1994 | 12/17 | 25 | |
| Shelby, NC | — | 184 | 1,783 | — | — | 184 | 1,783 | 1,967 | 146 | 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 | 70 | 2018 | 12/18 | 40 | |
| Spring, TX | — | 1,860 | 2,716 | — | — | 1,860 | 2,716 | 4,576 | 71 | 2018 | 12/18 | 40 | |
| Service King: | |||||||||||||
| The Colony, TX | — | 2,135 | 3,819 | — | — | 2,135 | 3,819 | 5,954 | 267 | 2016 | 03/17 | 40 |
See accompanying report of independent registered public accounting firm.
F-64
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Shek's Chinese Express: | |||||||||||||
| Eden Prairie, MN | — | 65 | 261 | — | — | 65 | 261 | 326 | 116 | 1997 | 12/01 | 40 | |
| Shell: | |||||||||||||
| Glendale, AZ | — | 1,817 | 2,415 | 126 | — | 1,817 | 2,541 | 4,358 | 828 | 2001 | 05/08 | 40 | |
| Peoria, AZ | — | 860 | 1,117 | 114 | — | 860 | 1,231 | 2,091 | 547 | 1987 | 05/08 | 30 | |
| Shop-a-Snak: | |||||||||||||
| Bessemer, AL | — | 564 | 742 | — | — | 564 | 742 | 1,306 | 253 | 2002 | 05/06 | 40 | |
| Chelsea, AL | — | 391 | 628 | — | — | 391 | 628 | 1,019 | 214 | 1981 | 05/06 | 40 | |
| Jasper, AL | — | 551 | 747 | — | — | 551 | 747 | 1,298 | 255 | 1998 | 05/06 | 40 | |
| Birmingham, AL | — | 439 | 704 | — | — | 439 | 704 | 1,143 | 240 | 1989 | 05/06 | 40 | |
| Birmingham, AL | — | 446 | 672 | — | — | 446 | 672 | 1,118 | 229 | 1989 | 05/06 | 40 | |
| Birmingham, AL | — | 361 | 744 | — | — | 361 | 744 | 1,105 | 253 | 1989 | 05/06 | 40 | |
| Homewood, AL | — | 468 | 657 | — | — | 468 | 657 | 1,125 | 224 | 1990 | 05/06 | 40 | |
| Hoover, AL | — | 764 | 1,157 | — | — | 663 | 1,157 | 1,820 | 394 | 2005 | 05/06 | 40 | |
| Hoover, AL | — | 490 | 769 | — | — | 444 | 769 | 1,213 | 262 | 1992 | 05/06 | 40 | |
| Hoover, AL | — | 713 | 865 | — | — | 713 | 865 | 1,578 | 294 | 1998 | 05/06 | 40 | |
| Trussville, AL | — | 272 | 542 | — | — | 256 | 542 | 798 | 185 | 1992 | 05/06 | 40 | |
| Tuscaloosa, AL | — | 386 | 733 | — | — | 386 | 733 | 1,119 | 250 | 1991 | 05/06 | 40 | |
| Tuscaloosa, AL | — | 432 | 559 | — | — | 432 | 559 | 991 | 191 | 1991 | 05/06 | 40 | |
| Tuscaloosa, AL | — | 525 | 463 | — | — | 525 | 463 | 988 | 158 | 1991 | 05/06 | 40 | |
| Showtime Auto: | |||||||||||||
| Essexville, MI | — | 113 | 113 | — | — | 113 | 113 | 226 | 50 | 1974 | 02/11 | 20 | |
| Skechers: | |||||||||||||
| Sioux Falls, SD | — | 207 | 1,490 | 716 | — | 207 | 2,206 | 2,413 | 355 | 1985 | 12/12 | 30 | |
| Sleep Number: | |||||||||||||
| Tucson, AZ | — | 906 | — | 1,271 | — | 906 | 1,271 | 2,177 | 155 | 2015 | 11/14 | (m) | 40 |
| Billings, MT | — | 708 | — | 1,086 | — | 708 | 1,086 | 1,794 | 83 | 2016 | 08/16 | (m) | 40 |
| Dublin, OH | — | 333 | — | 1,809 | — | 333 | 1,809 | 2,142 | 54 | 2014 | 09/18 | (o) | 35 |
See accompanying report of independent registered public accounting firm.
F-65
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Sleepy's: | ||||||||||||
| Bay Shore, NY | — | 674 | 1,907 | — | — | 674 | 1,907 | 2,581 | 264 | 1985 | 07/16 | 25 |
| Bridgehampton, NY | — | 1,819 | 2,283 | — | — | 1,819 | 2,283 | 4,102 | 263 | 2003 | 07/16 | 30 |
| Dickson City, PA | — | 509 | 3,563 | — | — | 509 | 3,563 | 4,072 | 411 | 1998 | 07/16 | 30 |
| Farmingdale, NY | — | 522 | 2,021 | — | — | 522 | 2,021 | 2,543 | 280 | 1999 | 07/16 | 25 |
| Hasbrouck Heights, NJ | — | 609 | 989 | — | — | 609 | 989 | 1,598 | 137 | 1965 | 07/16 | 25 |
| Huntington Station, NY | — | 437 | 1,766 | — | — | 437 | 1,766 | 2,203 | 244 | 1990 | 07/16 | 25 |
| Ledgewood, NJ | — | 456 | 1,312 | — | — | 456 | 1,312 | 1,768 | 181 | 1981 | 07/16 | 25 |
| Middletown, NY | — | 351 | 3,232 | — | — | 351 | 3,232 | 3,583 | 447 | 1977 | 07/16 | 25 |
| Montgomeryville, PA | — | 283 | 3,084 | — | — | 283 | 3,084 | 3,367 | 427 | 1988 | 07/16 | 25 |
| Old Saybrook, CT | — | 691 | 3,595 | — | — | 691 | 3,595 | 4,286 | 622 | 1929 | 07/16 | 20 |
| Rockville Centre, NY | — | 732 | 951 | — | — | 732 | 951 | 1,683 | 164 | 1925 | 07/16 | 20 |
| Somers Point, NJ | — | 313 | 1,691 | — | — | 313 | 1,691 | 2,004 | 195 | 2004 | 07/16 | 30 |
| Watchung, NJ | — | 587 | 2,662 | — | — | 587 | 2,662 | 3,249 | 368 | 1981 | 07/16 | 25 |
| Waterford, CT | — | 615 | 2,736 | — | — | 615 | 2,736 | 3,351 | 378 | 1976 | 07/16 | 25 |
| Whitehall, PA | — | 218 | 1,177 | — | — | 218 | 1,177 | 1,395 | 136 | 2002 | 07/16 | 30 |
| Sonic: | ||||||||||||
| Athens, AL | — | 275 | 672 | — | — | 275 | 672 | 947 | 59 | 1996 | 05/17 | 30 |
| Auburn, AL | — | 360 | 804 | — | — | 360 | 804 | 1,164 | 70 | 2002 | 05/17 | 30 |
| Auburn, AL | — | 379 | 710 | — | — | 379 | 710 | 1,089 | 62 | 1996 | 05/17 | 30 |
| Bedford, VA | — | 256 | 550 | — | — | 256 | 550 | 806 | 41 | 2007 | 05/17 | 35 |
| Bristol, TN | — | 237 | 569 | — | — | 237 | 569 | 806 | 50 | 2001 | 05/17 | 30 |
| Columbus, GA | — | 341 | 531 | — | — | 341 | 531 | 872 | 46 | 1997 | 05/17 | 30 |
| Columbus, GA | — | 502 | 303 | — | — | 502 | 303 | 805 | 27 | 2001 | 05/17 | 30 |
| Dandridge, TN | — | 142 | 730 | — | — | 142 | 730 | 872 | 64 | 2002 | 05/17 | 30 |
| Danville, VA | — | 331 | 691 | — | — | 331 | 691 | 1,022 | 52 | 2008 | 05/17 | 35 |
| Decatur, AL | — | 237 | 710 | — | — | 237 | 710 | 947 | 62 | 1998 | 05/17 | 30 |
| Florence, AL | — | 265 | 824 | — | — | 265 | 824 | 1,089 | 72 | 1997 | 05/17 | 30 |
| Florence, AL | — | 388 | 559 | — | — | 388 | 559 | 947 | 49 | 2001 | 05/17 | 30 |
| Greeneville, TN | — | 180 | 692 | — | — | 180 | 692 | 872 | 73 | 1990 | 05/17 | 25 |
| Hampton Cove, AL | — | 483 | 681 | — | — | 483 | 681 | 1,164 | 51 | 2006 | 05/17 | 35 |
| Huntsville, AL | — | 246 | 701 | — | — | 246 | 701 | 947 | 74 | 1992 | 05/17 | 25 |
| Huntsville, AL | — | 218 | 871 | — | — | 218 | 871 | 1,089 | 65 | 2008 | 05/17 | 35 |
See accompanying report of independent registered public accounting firm.
F-66
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Huntsville, AL | — | 332 | 616 | — | — | 332 | 616 | 948 | 54 | 1999 | 05/17 | 30 |
| Huntsville, AL | — | 398 | 625 | — | — | 398 | 625 | 1,023 | 47 | 2005 | 05/17 | 35 |
| Huntsville, AL | — | 275 | 814 | — | — | 275 | 814 | 1,089 | 71 | 2001 | 05/17 | 30 |
| Johnson City, TN | — | 379 | 493 | — | — | 379 | 493 | 872 | 52 | 1994 | 05/17 | 25 |
| Kingsport, TN | — | 322 | 550 | — | — | 322 | 550 | 872 | 48 | 2000 | 05/17 | 30 |
| Knoxville, TN | — | 227 | 824 | — | — | 227 | 824 | 1,051 | 86 | 1987 | 05/17 | 25 |
| Lanett, AL | — | 322 | 550 | — | — | 322 | 550 | 872 | 48 | 1997 | 05/17 | 30 |
| Madison, AL | — | 454 | 634 | — | — | 454 | 634 | 1,088 | 55 | 2000 | 05/17 | 30 |
| Madison, AL | — | 303 | 720 | — | — | 303 | 720 | 1,023 | 63 | 1996 | 05/17 | 30 |
| Marion, VA | — | 95 | 852 | — | — | 95 | 852 | 947 | 75 | 1997 | 05/17 | 30 |
| Millbrook, AL | — | 549 | 540 | — | — | 549 | 540 | 1,089 | 47 | 2005 | 05/17 | 30 |
| Montgomery, AL | — | 729 | 360 | — | — | 729 | 360 | 1,089 | 27 | 2005 | 05/17 | 35 |
| Montgomery, AL | — | 227 | 644 | — | — | 227 | 644 | 871 | 56 | 1999 | 05/17 | 30 |
| Morristown, TN | — | 123 | 607 | — | — | 123 | 607 | 730 | 64 | 1977 | 05/17 | 25 |
| Morristown, TN | — | 275 | 597 | — | — | 275 | 597 | 872 | 63 | 1985 | 05/17 | 25 |
| Moulton, AL | — | 379 | 710 | — | — | 379 | 710 | 1,089 | 62 | 2005 | 05/17 | 30 |
| Muscle Shoals, AL | — | 208 | 880 | — | — | 208 | 880 | 1,088 | 77 | 1995 | 05/17 | 30 |
| Newport, TN | — | 142 | 664 | — | — | 142 | 664 | 806 | 58 | 2000 | 05/17 | 30 |
| North Tazewell, VA | — | 114 | 758 | — | — | 114 | 758 | 872 | 66 | 1993 | 05/17 | 30 |
| Norton, VA | — | 133 | 739 | — | — | 133 | 739 | 872 | 55 | 2007 | 05/17 | 35 |
| Opelika, AL | — | 663 | 360 | — | — | 663 | 360 | 1,023 | 31 | 2006 | 05/17 | 30 |
| Phenix City, AL | — | 322 | 701 | — | — | 322 | 701 | 1,023 | 61 | 1997 | 05/17 | 30 |
| Prattville, AL | — | 388 | 634 | — | — | 388 | 634 | 1,022 | 56 | 1994 | 05/17 | 30 |
| Roanoke, VA | — | 265 | 757 | — | — | 265 | 757 | 1,022 | 57 | 2006 | 05/17 | 35 |
| Rogersville, TN | — | 57 | 815 | — | — | 57 | 815 | 872 | 71 | 1996 | 05/17 | 30 |
| Sevierville, TN | — | 436 | 511 | — | — | 436 | 511 | 947 | 54 | 1988 | 05/17 | 25 |
| Chatsworth, GA | — | 118 | 1,322 | — | — | 118 | 1,322 | 1,440 | 46 | 1998 | 02/19 | 25 |
| Chattanooga, TN | — | 355 | 1,341 | — | — | 355 | 1,341 | 1,696 | 39 | 2000 | 02/19 | 30 |
| Chattanooga, TN | — | 306 | 1,155 | — | — | 306 | 1,155 | 1,461 | 34 | 2003 | 02/19 | 30 |
| Chattanooga, TN | — | 286 | 1,047 | — | — | 286 | 1,047 | 1,333 | 37 | 1998 | 02/19 | 25 |
| Chattanooga, TN | — | 237 | 1,411 | — | — | 237 | 1,411 | 1,648 | 49 | 1997 | 02/19 | 25 |
| Dalton, GA | — | 237 | 712 | — | — | 237 | 712 | 949 | 21 | 2000 | 02/19 | 30 |
See accompanying report of independent registered public accounting firm.
F-67
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Sonic Automotive: | |||||||||||||
| Charlotte, NC | — | 3,619 | 4,854 | — | — | 3,619 | 4,854 | 8,473 | 1,532 | 1996 | 05/07 | 40 | |
| Sonny's BBQ: | |||||||||||||
| Alachua, FL | — | 536 | 2,144 | — | — | 536 | 2,144 | 2,680 | 32 | 1983 | 08/19 | 25 | |
| Belleview, FL | — | 124 | 2,202 | — | — | 124 | 2,202 | 2,326 | 28 | 2001 | 08/19 | 30 | |
| Bushnell, FL | — | 479 | 1,857 | — | — | 479 | 1,857 | 2,336 | 23 | 2003 | 08/19 | 30 | |
| Jacksonville, FL | — | 880 | 1,952 | — | — | 880 | 1,952 | 2,832 | 24 | 2004 | 08/19 | 30 | |
| Jacksonville, FL | — | 1,100 | 1,770 | — | — | 1,100 | 1,770 | 2,870 | 22 | 2002 | 08/19 | 30 | |
| Ocala, FL | — | 507 | 2,593 | — | — | 507 | 2,593 | 3,100 | 39 | 1977 | 08/19 | 25 | |
| Ocala, FL | — | 660 | 2,841 | — | — | 660 | 2,841 | 3,501 | 36 | 1987 | 08/19 | 30 | |
| Orange Park, FL | — | 287 | 2,345 | — | — | 287 | 2,345 | 2,632 | 35 | 1976 | 08/19 | 25 | |
| Spring Hill, FL | — | 689 | 2,373 | — | — | 689 | 2,373 | 3,062 | 36 | 1997 | 08/19 | 25 | |
| Sparkling Image: | |||||||||||||
| Bakersfield, CA | — | 3,363 | 3,288 | — | — | 3,363 | 3,288 | 6,651 | 969 | 2002 | 03/08 | 40 | |
| Bakersfield, CA | — | 2,798 | 5,260 | 22 | — | 1,781 | 284 | 2,065 | 269 | 1997 | 03/08 | 35 | |
| Bakersfield, CA | — | 3,664 | 3,709 | 11 | — | 3,664 | 3,721 | 7,385 | 1,253 | 1994 | 03/08 | 35 | |
| Bakersfield, CA | — | 2,043 | 3,520 | 40 | — | 2,043 | 719 | 2,762 | 379 | 1988 | 03/08 | 30 | |
| Bakersfield, CA | — | 3,346 | 6,016 | — | — | 3,346 | 6,016 | 9,362 | 2,024 | 1998 | 03/08 | 35 | |
| Bakersfield, CA | — | 2,564 | 4,465 | 2,178 | — | 2,564 | 6,643 | 9,207 | 2,473 | 1988 | 03/08 | 30 | |
| San Fernando, CA | — | 6,630 | 2,706 | 47 | — | 6,630 | 2,753 | 9,383 | 1,085 | 1988 | 03/08 | 30 | |
| Ventura, CA | — | 6,253 | 4,560 | 207 | — | 5,813 | 4,767 | 10,580 | 1,597 | 1994 | 03/08 | 35 | |
| Ventura, CA | — | 5,590 | 4,431 | 94 | — | 5,590 | 4,526 | 10,116 | 1,331 | 2001 | 03/08 | 40 | |
| Spec's Liquor and Fine Foods: | |||||||||||||
| Corpus Christi, TX | — | 768 | 841 | 601 | — | 768 | 1,442 | 2,210 | 822 | 1967 | 11/93 | 40 | |
| Coffee City, TX | — | 1,330 | 3,858 | — | — | 1,330 | 3,858 | 5,188 | 1,435 | 1996 | 02/05 | 40 | |
| Speedy Cash: | |||||||||||||
| Knoxville, TN | — | 324 | 779 | 4 | — | 324 | 782 | 1,106 | 105 | 2014 | 04/15 | 35 | |
| Chicago, IL | — | 317 | 859 | — | — | 317 | 859 | 1,176 | 93 | 2014 | 03/16 | 35 | |
| Spencer’s Air Conditioning & Appliance: | |||||||||||||
| Glendale, AZ | — | 342 | 982 | — | — | 342 | 982 | 1,324 | 502 | 1999 | 12/98 | (g) | 40 |
| Sprint PCS: | |||||||||||||
| Lewisville, TX | — | 555 | — | 1,172 | — | 598 | 1,128 | 1,726 | 109 | 2016 | 12/01 | (m) | 40 |
| Staples: | |||||||||||||
| Memphis, TN (n) | — | 931 | 2,210 | — | — | 931 | 2,210 | 3,141 | 371 | 2011 | 02/14 | 35 | |
| Steak N Shake: | |||||||||||||
| Munhall, PA | — | 688 | 727 | — | — | 688 | 727 | 1,415 | 159 | 2002 | 07/14 | 25 | |
| South Bend, IN | — | 447 | 1,238 | — | — | 447 | 1,238 | 1,685 | 225 | 2004 | 07/14 | 30 | |
| Sterling Collision: | |||||||||||||
| Lombard, IL | — | 622 | 1,714 | — | — | 622 | 1,714 | 2,336 | 483 | 1997 | 12/12 | 25 | |
| Stone Mountain Chevrolet: | |||||||||||||
| Lilburn, GA (n) | — | 3,027 | 4,685 | — | — | 3,027 | 4,685 | 7,712 | 1,801 | 2004 | 08/04 | 40 | |
| Stop N Go: | |||||||||||||
| Grand Prairie, TX | — | 421 | 685 | — | — | 421 | 685 | 1,106 | 309 | 1986 | 12/01 | 40 | |
| Stripes: | |||||||||||||
| Laredo, TX (n) | — | 459 | 460 | — | — | 459 | 460 | 919 | 161 | 1983 | 12/05 | 40 | |
| Lawton, OK (n) | — | 697 | 964 | — | — | 649 | 964 | 1,613 | 339 | 1984 | 12/05 | 40 | |
| Wichita Falls, TX (n) | — | 440 | 751 | — | — | 440 | 751 | 1,191 | 264 | 1984 | 12/05 | 40 | |
| Wichita Falls, TX (n) | — | 484 | 828 | — | — | 484 | 828 | 1,312 | 291 | 1983 | 12/05 | 40 | |
| Wichita Falls, TX (n) | — | 905 | 1,351 | — | — | 905 | 1,351 | 2,256 | 474 | 2000 | 12/05 | 40 | |
| Monahans, TX (n) | — | 2,628 | 2,973 | — | — | 2,628 | 2,973 | 5,601 | 901 | 1996 | 11/07 | 40 | |
| Odessa, TX (n) | — | 2,633 | 3,199 | — | — | 2,633 | 3,199 | 5,832 | 970 | 2006 | 11/07 | 40 | |
| San Angelo, TX (n) | — | 194 | 471 | — | — | 194 | 471 | 665 | 143 | 1998 | 11/07 | 40 | |
| Harlingen, TX (n) | — | 329 | 935 | — | — | 329 | 935 | 1,264 | 373 | 1980 | 01/08 | 30 | |
| Houston, TX (n) | — | 696 | 1,458 | — | — | 696 | 1,458 | 2,154 | 402 | 2008 | 12/08 | 40 | |
| Lubbock, TX (n) | — | 671 | 1,612 | — | — | 671 | 1,612 | 2,283 | 445 | 2007 | 12/08 | 40 | |
| Corpus Christi, TX | — | 450 | 1,370 | — | — | 450 | 1,370 | 1,820 | 371 | 1996 | 11/11 | 30 | |
| Corpus Christi, TX | — | 661 | 2,624 | — | — | 661 | 2,624 | 3,285 | 711 | 1999 | 11/11 | 30 | |
| Corpus Christi, TX | — | 412 | 2,356 | — | — | 412 | 2,356 | 2,768 | 638 | 1999 | 11/11 | 30 | |
| Harlingen, TX | — | 230 | 2,356 | — | — | 230 | 2,356 | 2,586 | 638 | 2000 | 11/11 | 30 | |
| Laredo, TX | — | 441 | 1,935 | — | — | 441 | 1,935 | 2,376 | 449 | 2002 | 11/11 | 35 | |
| Laredo, TX | — | 938 | 5,829 | — | — | 938 | 5,829 | 6,767 | 1,579 | 1995 | 11/11 | 30 | |
| Laredo, TX | — | 421 | 3,016 | — | — | 421 | 3,016 | 3,437 | 817 | 1998 | 11/11 | 30 | |
| Laredo, TX | — | 335 | 2,509 | — | — | 335 | 2,509 | 2,844 | 680 | 1999 | 11/11 | 30 | |
| Mercedes, TX | — | 556 | 1,523 | — | — | 556 | 1,523 | 2,079 | 413 | 1998 | 11/11 | 30 | |
| Portland, TX | — | 488 | 4,710 | — | — | 488 | 4,710 | 5,198 | 1,276 | 1999 | 11/11 | 30 | |
| Rockport, TX | — | 660 | 4,269 | — | — | 660 | 4,269 | 4,929 | 991 | 2008 | 11/11 | 35 | |
| San Juan, TX | — | 565 | 1,179 | — | — | 565 | 1,179 | 1,744 | 319 | 1999 | 11/11 | 30 | |
| Subway: | |||||||||||||
| Eden Prairie, MN | — | 54 | 150 | 67 | — | 54 | 218 | 272 | 97 | 1997 | 12/01 | 40 | |
| Albany, NY | — | 3 | 67 | — | — | 3 | 67 | 70 | 25 | 1992 | 09/04 | 40 | |
| Cohoes, NY | — | 21 | 116 | 8 | — | 21 | 123 | 144 | 52 | 1994 | 09/04 | 40 | |
| Sunbelt Rentals: | |||||||||||||
| Dayton, OH | — | 391 | 1,223 | — | — | 391 | 1,223 | 1,614 | 269 | 2008 | 04/12 | 35 | |
| Shepherdsville, KY | — | 516 | 1,577 | — | — | 516 | 1,577 | 2,093 | 347 | 2009 | 04/12 | 35 | |
| Sunoco: | |||||||||||||
| Arnold, MD | — | 417 | 581 | — | — | 417 | 581 | 998 | 130 | 1993 | 04/13 | 30 | |
| Baltimore, MD | — | 542 | 2,054 | — | — | 542 | 2,054 | 2,596 | 459 | 1998 | 04/13 | 30 | |
| Baltimore, MD | — | 310 | 1,686 | — | — | 310 | 1,686 | 1,996 | 323 | 2004 | 04/13 | 35 | |
| Baltimore, MD | — | 620 | 1,279 | — | — | 620 | 1,279 | 1,899 | 286 | 1989 | 04/13 | 30 | |
| Baltimore, MD | — | 368 | 1,647 | — | — | 368 | 1,647 | 2,015 | 368 | 1996 | 04/13 | 30 | |
| Baltimore, MD | — | 523 | 2,809 | — | — | 523 | 2,809 | 3,332 | 754 | 1982 | 04/13 | 25 | |
| Baltimore, MD | — | 271 | 1,482 | — | — | 271 | 1,482 | 1,753 | 398 | 1968 | 04/13 | 25 | |
| Baltimore, MD | — | 455 | 2,122 | — | — | 455 | 2,122 | 2,577 | 569 | 1980 | 04/13 | 25 | |
| Bel Air, MD | — | 1,376 | 620 | — | — | 1,376 | 620 | 1,996 | 139 | 1994 | 04/13 | 30 | |
| Bethesda, MD | — | 1,414 | 1,347 | — | — | 1,414 | 1,347 | 2,761 | 361 | 1971 | 04/13 | 25 | |
| Centreville, VA | — | 1,753 | 697 | — | — | 1,753 | 697 | 2,450 | 156 | 1994 | 04/13 | 30 | |
| Chantilly, VA | — | 1,472 | 1,831 | — | — | 1,472 | 1,831 | 3,303 | 491 | 1966 | 04/13 | 25 | |
| Dale City, VA | — | 639 | 2,461 | — | — | 639 | 2,461 | 3,100 | 550 | 1992 | 04/13 | 30 | |
| Dumfries, VA | — | 387 | 2,364 | — | — | 387 | 2,364 | 2,751 | 529 | 1999 | 04/13 | 30 | |
| Edgewood, MD | — | 823 | 2,073 | — | — | 823 | 2,073 | 2,896 | 556 | 1985 | 04/13 | 25 | |
| Frederick, MD | — | 940 | 1,860 | — | — | 940 | 1,860 | 2,800 | 416 | 1996 | 04/13 | 30 | |
| Gaithersburg, MD | — | 1,027 | 2,073 | — | — | 1,027 | 2,073 | 3,100 | 556 | 1982 | 04/13 | 25 | |
| Glen Burnie, MD | — | 804 | 1,647 | — | — | 804 | 1,647 | 2,451 | 368 | 1994 | 04/13 | 30 | |
| Herndon, VA | — | 707 | 1,792 | — | — | 707 | 1,792 | 2,499 | 401 | 1989 | 04/13 | 30 | |
| Joppa, MD | — | 862 | 174 | — | — | 862 | 174 | 1,036 | 47 | 1987 | 04/13 | 25 | |
| Manassas, VA | — | 746 | 1,434 | — | — | 746 | 1,434 | 2,180 | 321 | 1993 | 04/13 | 30 | |
| Manassas, VA | — | 1,230 | 1,521 | — | — | 1,230 | 1,521 | 2,751 | 340 | 1991 | 04/13 | 30 | |
| Odenton, MD | — | 668 | 2,780 | — | — | 668 | 2,780 | 3,448 | 622 | 2000 | 04/13 | 30 | |
| Owings Mills, MD | — | 1,337 | 911 | — | — | 1,337 | 911 | 2,248 | 204 | 1994 | 04/13 | 30 | |
| Parkton, MD | — | 397 | 2,151 | — | — | 397 | 2,151 | 2,548 | 481 | 1993 | 04/13 | 30 | |
| Pasadena, MD | — | 407 | 1,492 | — | — | 407 | 1,492 | 1,899 | 334 | 1989 | 04/13 | 30 | |
| Pasadena, MD | — | 591 | 2,509 | — | — | 579 | 2,509 | 3,088 | 561 | 1997 | 04/13 | 30 | |
| Perryville, MD | — | 601 | 3,778 | — | — | 601 | 3,778 | 4,379 | 845 | 1990 | 04/13 | 30 | |
| Randallstown, MD | — | 746 | 1,715 | — | — | 746 | 1,715 | 2,461 | 383 | 1995 | 04/13 | 30 | |
| Reisterstown, MD | — | 649 | 2,354 | — | — | 649 | 2,354 | 3,003 | 526 | 1995 | 04/13 | 30 | |
| Rockville, MD | — | 1,996 | 2,054 | — | — | 1,996 | 2,054 | 4,050 | 551 | 1971 | 04/13 | 25 | |
| Severn, MD | — | 765 | 3,139 | — | — | 765 | 3,139 | 3,904 | 702 | 1987 | 04/13 | 30 | |
| Sterling, VA | — | 1,356 | 1,095 | — | — | 1,356 | 1,095 | 2,451 | 245 | 1997 | 04/13 | 30 | |
| Sterling, VA | — | 1,540 | 2,461 | — | — | 1,540 | 2,461 | 4,001 | 550 | 1998 | 04/13 | 30 | |
| Timonium, MD | — | 1,356 | 1,598 | — | — | 1,356 | 1,598 | 2,954 | 429 | 1981 | 04/13 | 25 | |
| Towson, MD | — | 630 | 2,771 | — | — | 630 | 2,771 | 3,401 | 743 | 1988 | 04/13 | 25 | |
| Warrenton, VA | — | 1,802 | 2,703 | — | — | 1,802 | 2,703 | 4,505 | 604 | 1994 | 04/13 | 30 | |
| Woodbridge, VA | — | 678 | 2,664 | — | — | 678 | 2,664 | 3,342 | 715 | 1988 | 04/13 | 25 | |
| Sunshine Energy: | |||||||||||||
| Kansas City, MO | — | 517 | 720 | — | — | 517 | 720 | 1,237 | 301 | 1993 | 07/09 | 25 | |
| SunTrust: | |||||||||||||
| Alexandria, VA | — | 2,735 | 732 | — | — | 2,735 | 732 | 3,467 | 319 | 1969 | 06/13 | 15 | |
| Alpharetta, GA | — | 1,625 | 1,366 | — | — | 1,625 | 1,366 | 2,991 | 447 | 1991 | 06/13 | 20 | |
| Alpharetta, GA | — | 1,056 | 1,425 | — | — | 1,056 | 1,425 | 2,481 | 311 | 2005 | 06/13 | 30 | |
| Atlanta, GA | — | 2,130 | 1,623 | — | — | 2,130 | 1,623 | 3,753 | 531 | 1976 | 06/13 | 20 | |
| Augusta, GA | — | 865 | 872 | — | — | 865 | 872 | 1,737 | 570 | 1972 | 06/13 | 10 | |
| 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 | 335 | 1946 | 06/13 | 30 | |
| Bradenton, FL | — | 437 | 1,251 | — | — | 429 | 1,251 | 1,680 | 273 | 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 | |
| Conyers, GA | — | 366 | 501 | — | — | 366 | 501 | 867 | 328 | 1986 | 06/13 | 10 | |
| Crystal River, FL | — | 430 | 2,971 | — | — | 430 | 2,971 | 3,401 | 555 | 1983 | 06/13 | 35 | |
| Daytona Beach Shores, FL | — | 318 | 720 | — | — | 318 | 720 | 1,038 | 188 | 1982 | 06/13 | 25 | |
| Deland, FL | — | 270 | 1,296 | — | — | 270 | 1,296 | 1,566 | 283 | 1993 | 06/13 | 30 | |
| Doral, FL | — | 1,912 | 1,100 | — | — | 1,912 | 1,100 | 3,012 | 360 | 1988 | 06/13 | 20 | |
| Duluth, GA | — | 851 | 845 | — | — | 851 | 845 | 1,696 | 277 | 1992 | 06/13 | 20 | |
| Edgewater, FL | — | 419 | 1,417 | — | — | 419 | 1,417 | 1,836 | 309 | 1986 | 06/13 | 30 | |
| Greenacres City, FL | — | 1,395 | 1,533 | — | — | 1,395 | 1,533 | 2,928 | 334 | 1988 | 06/13 | 30 | |
| Greensboro, NC | — | 516 | 394 | — | — | 430 | 394 | 824 | 394 | 1980 | 06/13 | 5 | |
| Hialeah, FL | — | 2,578 | 1,149 | — | — | 2,578 | 1,149 | 3,727 | 752 | 1978 | 06/13 | 10 | |
| Homosassa, FL | — | 344 | 825 | — | — | 344 | 825 | 1,169 | 216 | 1985 | 06/13 | 25 | |
| Huntersville, NC | — | 177 | 830 | — | — | 177 | 830 | 1,007 | 217 | 1998 | 06/13 | 25 | |
| Jacksonville, FL | — | 938 | 926 | — | — | 938 | 926 | 1,864 | 303 | 1979 | 06/13 | 20 | |
| Jacksonville, FL | — | 674 | 821 | — | — | 674 | 821 | 1,495 | 215 | 1987 | 06/13 | 25 | |
| Jupiter, FL | — | 1,035 | 1,327 | — | — | 1,035 | 1,327 | 2,362 | 248 | 1998 | 06/13 | 35 | |
| Kannapolis, NC | — | 850 | 834 | — | — | 850 | 834 | 1,684 | 834 | 1906 | 06/13 | 5 | |
| Kernersville, NC | — | 284 | 708 | — | — | 284 | 708 | 992 | 309 | 1990 | 06/13 | 15 | |
| Lady Lake, FL | — | 340 | 1,355 | — | — | 340 | 1,355 | 1,695 | 295 | 1996 | 06/13 | 30 | |
| Lake City, TN | — | 326 | 514 | — | — | 326 | 514 | 840 | 514 | 1958 | 06/13 | 5 | |
| Largo, FL | — | 258 | 643 | — | — | 258 | 643 | 901 | 210 | 1979 | 06/13 | 20 | |
| Lawrenceville, GA | — | 657 | 1,764 | — | — | 657 | 1,764 | 2,421 | 1,154 | 1985 | 06/13 | 10 | |
| Lightfoot, VA | — | 177 | 512 | — | — | 177 | 512 | 689 | 335 | 1973 | 06/13 | 10 | |
| Marietta, GA | — | 617 | 714 | — | — | 617 | 714 | 1,331 | 467 | 1974 | 06/13 | 10 | |
| Mechanicsville, VA | — | 343 | 493 | — | — | 343 | 493 | 836 | 493 | 1965 | 06/13 | 5 | |
| Murfreesboro, TN | — | 276 | 554 | — | — | 276 | 554 | 830 | 242 | 1989 | 06/13 | 15 | |
| N Miami Beach, FL | — | 915 | 497 | — | — | 915 | 497 | 1,412 | 217 | 1986 | 06/13 | 15 |
See accompanying report of independent registered public accounting firm.
F-68
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Nashville, TN | — | 627 | 639 | — | — | 627 | 639 | 1,266 | 418 | 1972 | 06/13 | 10 |
| Nashville, TN | — | 438 | 1,295 | — | — | 438 | 1,295 | 1,733 | 282 | 1994 | 06/13 | 30 |
| New Port Richey, FL | — | 463 | 1,178 | — | — | 463 | 1,178 | 1,641 | 308 | 1998 | 06/13 | 25 |
| Norcross, GA | — | 789 | 663 | — | — | 789 | 663 | 1,452 | 289 | 1986 | 06/13 | 15 |
| Orlando, FL | — | 801 | 1,135 | — | — | 801 | 1,135 | 1,936 | 371 | 1993 | 06/13 | 20 |
| Palm Harbor, FL | — | 532 | 384 | — | — | 532 | 384 | 916 | 251 | 1983 | 06/13 | 10 |
| Punta Gorda, FL | — | 1,483 | 1,330 | — | — | 1,483 | 1,330 | 2,813 | 435 | 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 | 368 | 1981 | 06/13 | 10 |
| Roanoke, VA | — | 264 | 256 | — | — | 264 | 256 | 520 | 256 | 1973 | 06/13 | 5 |
| Roxboro, NC | — | 452 | 918 | — | — | 452 | 918 | 1,370 | 400 | 1983 | 06/13 | 15 |
| Sebastian, FL | — | 438 | 856 | — | — | 438 | 856 | 1,294 | 280 | 1987 | 06/13 | 20 |
| South Boston, VA | — | 221 | 1,441 | — | — | 221 | 1,441 | 1,662 | 471 | 1975 | 06/13 | 20 |
| Spartanburg, SC | — | 435 | 372 | — | — | 435 | 372 | 807 | 243 | 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 | 425 | 1988 | 06/13 | 30 |
| Sun City Center, FL | — | 568 | 3,671 | — | — | 568 | 3,671 | 4,239 | 686 | 1971 | 06/13 | 35 |
| Tucker, GA | — | 395 | 1,208 | — | — | 395 | 1,208 | 1,603 | 395 | 1971 | 06/13 | 20 |
| Virginia Beach, VA | — | 326 | 366 | — | — | 326 | 366 | 692 | 239 | 1985 | 06/13 | 10 |
| Superior Petroleum: | ||||||||||||
| Midway, PA | — | 311 | 708 | — | — | 311 | 708 | 1,019 | 330 | 1990 | 01/06 | 30 |
| Supervalu: | ||||||||||||
| Maple Heights, OH | — | 1,035 | 2,874 | — | — | 1,035 | 2,874 | 3,909 | 1,644 | 1985 | 02/97 | 40 |
| Sweet Berries Cafe: | ||||||||||||
| Sherman, TX | — | 233 | 126 | 24 | — | 233 | 150 | 383 | 98 | 1969 | 09/06 | 20 |
| Taco Bell: | ||||||||||||
| Ocala, FL | — | 275 | 755 | — | — | 275 | 755 | 1,030 | 341 | 2001 | 12/01 | 40 |
| Phoenix, AZ | — | 594 | 283 | — | — | 594 | 283 | 877 | 128 | 1995 | 12/01 | 40 |
| Bedford, IN | — | 797 | 937 | — | — | 797 | 937 | 1,734 | 319 | 1989 | 05/06 | 40 |
See accompanying report of independent registered public accounting firm.
F-69
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Columbus, IN | — | 1,257 | 2,055 | — | — | 1,257 | 2,055 | 3,312 | 700 | 1990 | 05/06 | 40 |
| Columbus, IN | — | 690 | 1,213 | — | — | 690 | 1,213 | 1,903 | 413 | 2005 | 05/06 | 40 |
| Evansville, IN | — | 524 | 1,815 | — | — | 524 | 1,815 | 2,339 | 618 | 2005 | 05/06 | 40 |
| Evansville, IN | — | 308 | 1,301 | — | — | 308 | 1,301 | 1,609 | 443 | 2000 | 05/06 | 40 |
| Evansville, IN | — | 221 | 828 | — | — | 221 | 828 | 1,049 | 282 | 2003 | 05/06 | 40 |
| Fishers, IN | — | 990 | 486 | — | — | 990 | 486 | 1,476 | 166 | 1998 | 05/06 | 40 |
| Greensburg, IN | — | 648 | 1,079 | — | — | 648 | 1,079 | 1,727 | 368 | 1998 | 05/06 | 40 |
| Indianapolis, IN | — | 547 | 703 | — | — | 547 | 703 | 1,250 | 240 | 2004 | 05/06 | 40 |
| Indianapolis, IN | — | 1,032 | 1,650 | — | — | 1,032 | 1,650 | 2,682 | 562 | 2004 | 05/06 | 40 |
| Madisonville, KY | — | 682 | 1,193 | — | — | 682 | 1,193 | 1,875 | 406 | 1999 | 05/06 | 40 |
| Owensboro, KY | — | 639 | 1,326 | — | — | 639 | 1,326 | 1,965 | 452 | 2005 | 05/06 | 40 |
| Shelbyville, IN | — | 670 | 1,756 | — | — | 670 | 1,756 | 2,426 | 598 | 1998 | 05/06 | 40 |
| Speedway, IN | — | 408 | 1,426 | — | — | 408 | 1,426 | 1,834 | 486 | 2003 | 05/06 | 40 |
| Terre Haute, IN | — | 1,037 | 1,656 | — | — | 1,037 | 1,656 | 2,693 | 564 | 2003 | 05/06 | 40 |
| Terre Haute, IN | — | 1,314 | 2,249 | — | — | 1,314 | 2,249 | 3,563 | 766 | 2003 | 05/06 | 40 |
| Vincennes, IN | — | 502 | 880 | — | — | 502 | 880 | 1,382 | 300 | 2004 | 05/06 | 40 |
| Hialeah, FL | — | 263 | 69 | — | — | 263 | (i) | 263 | (i) | (i) | 09/06 | (i) |
| Anderson, SC | — | 273 | 820 | — | — | 273 | 820 | 1,093 | 296 | 1989 | 12/10 | 25 |
| Anderson, SC | — | 176 | 436 | — | — | 176 | 436 | 612 | 132 | 2000 | 12/10 | 30 |
| Asheville, NC | — | 408 | 732 | — | — | 408 | 732 | 1,140 | 265 | 1992 | 12/10 | 25 |
| Asheville, NC | — | 252 | 483 | — | — | 252 | 483 | 735 | 175 | 1993 | 12/10 | 25 |
| Black Mountain, NC | — | 149 | 313 | — | — | 149 | 313 | 462 | 113 | 1992 | 12/10 | 25 |
| Blue Ridge, GA | — | 276 | 553 | — | — | 276 | 553 | 829 | 200 | 1992 | 12/10 | 25 |
| Cedartown, GA | — | 353 | 890 | — | — | 353 | 890 | 1,243 | 322 | 1990 | 12/10 | 25 |
| Duncan, SC | — | 280 | 483 | — | — | 280 | 483 | 763 | 146 | 1999 | 12/10 | 30 |
| Easley, SC | — | 444 | 818 | — | — | 444 | 818 | 1,262 | 296 | 1991 | 12/10 | 25 |
| Fort Payne, AL | — | 362 | 533 | — | — | 362 | 533 | 895 | 193 | 1989 | 12/10 | 25 |
| Franklin, NC | — | 472 | 687 | — | — | 472 | 687 | 1,159 | 248 | 1992 | 12/10 | 25 |
| Gaffney, SC | — | 388 | 940 | — | — | 388 | 940 | 1,328 | 283 | 1998 | 12/10 | 30 |
| Greenville, SC | — | 169 | 330 | — | — | 169 | 330 | 499 | 119 | 1990 | 12/10 | 25 |
| Greenville, SC | — | 414 | 810 | — | — | 414 | 810 | 1,224 | 244 | 1995 | 12/10 | 30 |
| Hendersonville, NC | — | 569 | 1,163 | — | — | 569 | 1,163 | 1,732 | 421 | 1988 | 12/10 | 25 |
| Inman, SC | — | 223 | 502 | — | — | 223 | 502 | 725 | 151 | 1999 | 12/10 | 30 |
| Lavonia, GA | — | 122 | 359 | — | — | 122 | 359 | 481 | 108 | 1999 | 12/10 | 30 |
See accompanying report of independent registered public accounting firm.
F-70
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Madison, AL | — | 498 | 886 | — | — | 498 | 886 | 1,384 | 320 | 1985 | 12/10 | 25 |
| Oneonta, AL | — | 362 | 881 | — | — | 362 | 881 | 1,243 | 319 | 1992 | 12/10 | 25 |
| Piedmont, SC | — | 249 | 702 | — | — | 249 | 702 | 951 | 212 | 2000 | 12/10 | 30 |
| Pisgah Forest, NC | — | 260 | 672 | — | — | 260 | 672 | 932 | 203 | 1998 | 12/10 | 30 |
| Rainsville, AL | — | 411 | 1,077 | — | — | 411 | 1,077 | 1,488 | 325 | 1998 | 12/10 | 30 |
| Seneca, SC | — | 304 | 807 | — | — | 304 | 807 | 1,111 | 292 | 1993 | 12/10 | 25 |
| Simpsonville, SC | — | 635 | 1,022 | — | — | 635 | 1,022 | 1,657 | 370 | 1991 | 12/10 | 25 |
| Spartanburg, SC | — | 492 | 949 | — | — | 492 | 949 | 1,441 | 286 | 1993 | 12/10 | 30 |
| Spartanburg, SC | — | 239 | 496 | — | — | 239 | 496 | 735 | 150 | 1992 | 12/10 | 30 |
| Sylva, NC | — | 580 | 786 | — | — | 580 | 786 | 1,366 | 237 | 1994 | 12/10 | 30 |
| Toccoa, GA | — | 201 | 600 | — | — | 201 | 600 | 801 | 181 | 1993 | 12/10 | 30 |
| Anderson, IN | — | 313 | 1,338 | — | — | 313 | 1,338 | 1,651 | 269 | 2008 | 12/12 | 35 |
| Bloomington, IN | — | 275 | 1,026 | — | — | 275 | 1,026 | 1,301 | 289 | 1988 | 12/12 | 25 |
| Bloomington, IN | — | 332 | 1,234 | — | — | 332 | 1,234 | 1,566 | 248 | 2009 | 12/12 | 35 |
| Carmel, IN | — | 360 | 1,546 | — | — | 360 | 1,546 | 1,906 | 363 | 1994 | 12/12 | 30 |
| Daleville, IN | — | 209 | 893 | — | — | 209 | 893 | 1,102 | 210 | 1995 | 12/12 | 30 |
| Edinburgh, IN | — | 313 | 1,338 | — | — | 313 | 1,338 | 1,651 | 269 | 2007 | 12/12 | 35 |
| Evansville, IN | — | 209 | 1,092 | — | — | 209 | 1,092 | 1,301 | 220 | 2008 | 12/12 | 35 |
| Indianapolis, IN | — | 304 | 1,206 | — | — | 304 | 1,206 | 1,510 | 243 | 2010 | 12/12 | 35 |
| Indianapolis, IN | — | 209 | 799 | — | — | 208 | 799 | 1,007 | 187 | 1994 | 12/12 | 30 |
| Indianapolis, IN | — | 351 | 1,452 | — | — | 351 | 1,452 | 1,803 | 341 | 2005 | 12/12 | 30 |
| Indianapolis, IN | — | 247 | 931 | — | — | 247 | 931 | 1,178 | 219 | 1995 | 12/12 | 30 |
| Indianapolis, IN | — | 256 | 1,102 | — | — | 256 | 1,102 | 1,358 | 222 | 2008 | 12/12 | 35 |
| Indianapolis, IN | — | 285 | 1,225 | — | — | 285 | 1,225 | 1,510 | 246 | 2008 | 12/12 | 35 |
| Jasper, IN | — | 200 | 960 | — | — | 200 | 960 | 1,160 | 225 | 1992 | 12/12 | 30 |
| New Castle, IN | — | 427 | 1,830 | — | — | 427 | 1,830 | 2,257 | 430 | 2006 | 12/12 | 30 |
| Owensboro, KY | — | 436 | 1,119 | — | — | 436 | 1,119 | 1,555 | 225 | 2010 | 12/12 | 35 |
| Connersville, IN | — | 136 | 1,280 | — | — | 136 | 1,280 | 1,416 | 275 | 1991 | 07/13 | 30 |
| Linton, IN | — | 155 | 1,203 | — | — | 155 | 1,203 | 1,358 | 259 | 1996 | 07/13 | 30 |
| Owensboro, KY | — | 136 | 1,549 | — | — | 136 | 1,549 | 1,685 | 333 | 1998 | 07/13 | 30 |
| Arnold, MO | — | 436 | 698 | — | — | 436 | 698 | 1,134 | 178 | 1991 | 08/13 | 25 |
| Collinsville, IL | — | 368 | 1,713 | — | — | 368 | 1,713 | 2,081 | 437 | 1993 | 08/13 | 25 |
| East Alton, IL | — | 271 | 1,008 | — | — | 271 | 1,008 | 1,279 | 214 | 1991 | 08/13 | 30 |
| Edwardsville, IL | — | 310 | 1,549 | — | — | 310 | 1,549 | 1,859 | 329 | 1987 | 08/13 | 30 |
See accompanying report of independent registered public accounting firm.
F-71
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Eureka, MO | — | 466 | 466 | — | — | 466 | 466 | 932 | 119 | 1984 | 08/13 | 25 |
| Granite City, IL | — | 707 | 852 | — | — | 707 | 852 | 1,559 | 155 | 2006 | 08/13 | 35 |
| Hazelwood, MO | — | 513 | 1,470 | — | — | 513 | 1,470 | 1,983 | 312 | 1991 | 08/13 | 30 |
| Maryland Heights, MO | — | 407 | 862 | — | — | 407 | 862 | 1,269 | 183 | 1991 | 08/13 | 30 |
| O'Fallon, MO | — | 445 | 1,770 | — | — | 445 | 1,770 | 2,215 | 376 | 1985 | 08/13 | 30 |
| O'Fallon, MO | — | 580 | 1,403 | — | — | 580 | 1,403 | 1,983 | 256 | 2003 | 08/13 | 35 |
| St. Charles, MO | — | 581 | 872 | — | — | 580 | 872 | 1,452 | 185 | 2000 | 08/13 | 30 |
| St. Louis, MO | — | 252 | 1,047 | — | — | 252 | 1,047 | 1,299 | 267 | 1981 | 08/13 | 25 |
| St. Louis, MO | — | 465 | 1,171 | — | — | 465 | 1,171 | 1,636 | 213 | 2009 | 08/13 | 35 |
| St. Louis, MO | — | 252 | 785 | — | — | 252 | 785 | 1,037 | 167 | 1990 | 08/13 | 30 |
| Fayetteville, NC | — | 269 | 1,771 | — | — | 269 | 1,771 | 2,040 | 393 | 1993 | 06/14 | 25 |
| Fayetteville, NC | — | 448 | 1,334 | — | — | 448 | 1,334 | 1,782 | 246 | 1998 | 06/14 | 30 |
| Fayetteville, NC | — | 289 | 1,205 | — | — | 289 | 1,205 | 1,494 | 223 | 1998 | 06/14 | 30 |
| Fayetteville, NC | — | 686 | 1,631 | — | — | 686 | 1,631 | 2,317 | 362 | 1992 | 06/14 | 25 |
| Fayetteville, NC | — | 607 | 1,135 | — | — | 577 | 1,135 | 1,712 | 252 | 1982 | 06/14 | 25 |
| Fayetteville, NC | — | 388 | 1,552 | — | — | 388 | 1,552 | 1,940 | 287 | 1996 | 06/14 | 30 |
| Fayetteville, NC | — | 298 | 1,989 | — | — | 298 | 1,989 | 2,287 | 367 | 2005 | 06/14 | 30 |
| Fayetteville, NC | — | 149 | 1,652 | — | — | 149 | 1,652 | 1,801 | 366 | 1988 | 06/14 | 25 |
| Fayetteville, NC | — | 497 | 1,691 | — | — | 497 | 1,691 | 2,188 | 312 | 2008 | 06/14 | 30 |
| Holly Ridge, NC | — | 189 | 1,791 | — | — | 189 | 1,791 | 1,980 | 284 | 2012 | 06/14 | 35 |
| Hope Mills, NC | — | 438 | 2,138 | — | — | 438 | 2,138 | 2,576 | 474 | 1990 | 06/14 | 25 |
| Jacksonville, NC | — | 428 | 2,327 | — | — | 428 | 2,327 | 2,755 | 516 | 1993 | 06/14 | 25 |
| Jacksonville, NC | — | 388 | 2,347 | — | — | 388 | 2,347 | 2,735 | 372 | 2007 | 06/14 | 35 |
| Jacksonville, NC | — | 577 | 1,304 | — | — | 577 | 1,304 | 1,881 | 206 | 2013 | 06/14 | 35 |
| Jacksonville, NC | — | 398 | 2,069 | — | — | 398 | 2,069 | 2,467 | 382 | 1994 | 06/14 | 30 |
| Leland, NC | — | 289 | 1,205 | — | — | 289 | 1,205 | 1,494 | 191 | 2008 | 06/14 | 35 |
| Lumberton, NC | — | 368 | 2,208 | — | — | 368 | 2,208 | 2,576 | 408 | 2003 | 06/14 | 30 |
| Midway Park, NC | — | 467 | 2,069 | — | — | 467 | 2,069 | 2,536 | 459 | 1993 | 06/14 | 25 |
| Pembroke, NC | — | 438 | 1,095 | — | — | 438 | 1,095 | 1,533 | 202 | 2008 | 06/14 | 30 |
| Saint Pauls, NC | — | 419 | 767 | — | — | 419 | 767 | 1,186 | 142 | 2008 | 06/14 | 30 |
| Shallotte, NC | — | 329 | 827 | — | — | 329 | 827 | 1,156 | 131 | 2011 | 06/14 | 35 |
| Spring Lake, NC | — | 408 | 2,009 | — | — | 408 | 2,009 | 2,417 | 318 | 2009 | 06/14 | 35 |
| Whiteville, NC | — | 179 | 1,315 | — | — | 179 | 1,315 | 1,494 | 208 | 2010 | 06/14 | 35 |
| Wilmington, NC | — | 547 | 1,423 | — | — | 547 | 1,423 | 1,970 | 225 | 2013 | 06/14 | 35 |
See accompanying report of independent registered public accounting firm.
F-72
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| Wilmington, NC | — | 239 | 1,463 | — | — | 239 | 1,463 | 1,702 | 232 | 2013 | 06/14 | 35 |
| Wilmington, NC | — | 587 | 2,277 | — | — | 587 | 2,277 | 2,864 | 361 | 2006 | 06/14 | 35 |
| Swansboro, NC | — | 430 | 1,359 | — | — | 430 | 1,359 | 1,789 | 160 | 2015 | 04/15 | 40 |
| Buffalo Grove, IL | — | 234 | 1,236 | — | — | 234 | 1,236 | 1,470 | 187 | 1987 | 03/16 | 25 |
| Columbia City, IN | — | 122 | 1,535 | — | — | 122 | 1,535 | 1,657 | 233 | 1990 | 03/16 | 25 |
| Dowagiac, MI | — | 131 | 1,236 | — | — | 131 | 1,236 | 1,367 | 156 | 1999 | 03/16 | 30 |
| Edwardsburg, MI | — | 47 | 1,479 | — | — | 47 | 1,479 | 1,526 | 187 | 1998 | 03/16 | 30 |
| Elkhart, IN | — | 393 | 1,618 | — | — | 393 | 1,618 | 2,011 | 175 | 2008 | 03/16 | 35 |
| Fox Lake, IL | — | 309 | 1,376 | — | — | 309 | 1,376 | 1,685 | 174 | 2006 | 03/16 | 30 |
| Freeport, IL | — | 84 | 2,141 | — | — | 84 | 2,141 | 2,225 | 271 | 1999 | 03/16 | 30 |
| Kendallville, IN | — | 150 | 1,637 | — | — | 150 | 1,637 | 1,787 | 207 | 1992 | 03/16 | 30 |
| Knox, IN | — | 66 | 1,255 | — | — | 66 | 1,255 | 1,321 | 190 | 1993 | 03/16 | 25 |
| Lake Delton, WI | — | 815 | 599 | — | — | 815 | 599 | 1,414 | 65 | 2011 | 03/16 | 35 |
| Lake In The Hills, IL | — | 402 | 2,029 | — | — | 366 | 2,029 | 2,395 | 256 | 1998 | 03/16 | 30 |
| Ligonier, IN | — | 216 | 1,021 | — | — | 216 | 1,021 | 1,237 | 129 | 2000 | 03/16 | 30 |
| Lindenhurst, IL | — | 609 | 768 | — | — | 609 | 768 | 1,377 | 97 | 1999 | 03/16 | 30 |
| McHenry, IL | — | 468 | 1,814 | — | — | 468 | 1,814 | 2,282 | 229 | 2006 | 03/16 | 30 |
| Monroe, WI | — | 515 | 1,030 | — | — | 515 | 1,030 | 1,545 | 130 | 1999 | 03/16 | 30 |
| Mundelein, IL | — | 178 | 1,134 | — | — | 178 | 1,134 | 1,312 | 143 | 1999 | 03/16 | 30 |
| Mundelein, IL | — | 131 | 1,544 | — | — | 131 | 1,544 | 1,675 | 195 | 2004 | 03/16 | 30 |
| Nappanee, IN | — | 178 | 1,404 | — | — | 178 | 1,404 | 1,582 | 152 | 2008 | 03/16 | 35 |
| Portage, WI | — | 197 | 1,479 | — | — | 197 | 1,479 | 1,676 | 187 | 1999 | 03/16 | 30 |
| Richland Center, WI | — | 215 | 1,236 | — | — | 215 | 1,236 | 1,451 | 156 | 2000 | 03/16 | 30 |
| Rochester, IN | — | 215 | 1,787 | — | — | 215 | 1,787 | 2,002 | 271 | 1993 | 03/16 | 25 |
| Rockford, IL | — | 328 | 1,413 | — | — | 328 | 1,413 | 1,741 | 179 | 1999 | 03/16 | 30 |
| Roscoe, IL | — | 346 | 1,479 | — | — | 346 | 1,479 | 1,825 | 160 | 2010 | 03/16 | 35 |
| Roseland, IN | — | 496 | 880 | — | — | 496 | 880 | 1,376 | 111 | 2001 | 03/16 | 30 |
| Round Lake Beach, IL | — | 159 | 2,169 | — | — | 159 | 2,169 | 2,328 | 274 | 2005 | 03/16 | 30 |
| South Bend, IN | — | 291 | 788 | — | — | 291 | 788 | 1,079 | 100 | 2006 | 03/16 | 30 |
| South Bend, IN | — | 365 | 1,170 | — | — | 365 | 1,170 | 1,535 | 127 | 2014 | 03/16 | 35 |
| South Bend, IN | — | 365 | 965 | — | — | 365 | 965 | 1,330 | 105 | 2010 | 03/16 | 35 |
| St. Joseph, MI | — | 94 | 1,413 | — | — | 94 | 1,413 | 1,507 | 153 | 2007 | 03/16 | 35 |
| Watervliet, MI | — | 281 | 1,105 | — | — | 281 | 1,105 | 1,386 | 140 | 2000 | 03/16 | 30 |
See accompanying report of independent registered public accounting firm.
F-73
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Wauconda, IL | — | 169 | 1,358 | — | — | 169 | 1,358 | 1,527 | 172 | 2001 | 03/16 | 30 | |
| Waukegan, IL | — | 570 | 1,674 | — | — | 570 | 1,674 | 2,244 | 254 | 1997 | 03/16 | 25 | |
| West Baraboo, WI | — | 150 | 1,348 | — | — | 150 | 1,348 | 1,498 | 170 | 1999 | 03/16 | 30 | |
| Wheeling, IL | — | 486 | 1,861 | — | — | 486 | 1,861 | 2,347 | 235 | 2000 | 03/16 | 30 | |
| Winnebago, IL | — | 131 | 1,041 | — | — | 131 | 1,041 | 1,172 | 113 | 2009 | 03/16 | 35 | |
| Wisconsin Dells, WI | — | 365 | 1,095 | — | — | 365 | 1,095 | 1,460 | 138 | 1999 | 03/16 | 30 | |
| Zion, IL | — | 150 | 1,554 | — | — | 150 | 1,554 | 1,704 | 168 | 2008 | 03/16 | 35 | |
| Taco Bueno: | |||||||||||||
| Moore, OK | — | 624 | 507 | — | — | 624 | 507 | 1,131 | 60 | 2015 | 01/15 | 40 | |
| Flower Mound, TX | — | 1,056 | — | 617 | — | 1,056 | 617 | 1,673 | 43 | 2017 | 04/16 | (m) | 40 |
| Sulphur Springs, TX | — | 512 | — | 607 | — | 512 | 607 | 1,119 | 39 | 2017 | 03/17 | (m) | 40 |
| Taco Cabana: | |||||||||||||
| Austin, TX | — | 561 | 1,227 | — | — | 561 | 1,227 | 1,788 | 171 | 1994 | 02/15 | 35 | |
| Houston, TX | — | 1,070 | 978 | — | — | 1,016 | 978 | 1,994 | 191 | 1998 | 02/15 | 25 | |
| Houston, TX | — | 667 | 852 | — | — | 667 | 852 | 1,519 | 138 | 2000 | 02/15 | 30 | |
| Houston, TX | — | 590 | 1,284 | — | — | 590 | 1,284 | 1,874 | 209 | 1987 | 02/15 | 30 | |
| San Antonio, TX | — | 492 | 1,283 | — | — | 492 | 1,283 | 1,775 | 179 | 1995 | 02/15 | 35 | |
| Tamarind Restaurant: | |||||||||||||
| Tucson, AZ | — | 996 | — | 2,742 | — | 996 | 2,742 | 3,738 | 842 | 2007 | 12/06 | (m) | 40 |
| Texas Roadhouse: | |||||||||||||
| Grand Junction, CO | — | 584 | 920 | — | — | 584 | 920 | 1,504 | 415 | 1997 | 12/01 | 40 | |
| Palm Bay, FL | — | 1,035 | 1,512 | — | — | 1,035 | 1,512 | 2,547 | 430 | 2004 | 06/11 | 30 | |
| TGI Friday's: | |||||||||||||
| Corpus Christi, TX | — | 1,210 | 1,532 | — | — | 1,157 | 1,532 | 2,689 | 691 | 1995 | 12/01 | 40 | |
| The Beach: | |||||||||||||
| Mason, OH | — | 1,707 | 1,303 | — | — | 1,707 | 1,303 | 3,010 | 354 | 1985 | 03/13 | 25 |
See accompanying report of independent registered public accounting firm.
F-74
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| The Containter Store: | |||||||||||||
| Plano, TX | — | 1,758 | 5,115 | — | — | 1,758 | 5,115 | 6,873 | 968 | 2009 | 05/13 | 35 | |
| The Shack: | |||||||||||||
| Overland Park, KS | — | 1,166 | — | 1,741 | — | 1,166 | 1,741 | 2,907 | 354 | 2011 | 04/11 | (m) | 40 |
| The Snooty Fox: | |||||||||||||
| Cincinnati, OH | — | 282 | 521 | 403 | — | 543 | 662 | 1,205 | 274 | 1998 | 12/01 | 40 | |
| The Tile Shop: | |||||||||||||
| Scarsdale, NY | — | 4,509 | 2,454 | 352 | — | 4,509 | 2,807 | 7,316 | 1,041 | 1996 | 09/97 | 40 | |
| Buford, GA | — | 1,267 | 2,406 | 25 | — | 1,267 | 2,430 | 3,697 | 936 | 2003 | 07/04 | 40 | |
| Third Federal Savings: | |||||||||||||
| Parma, OH | — | 370 | 238 | 1,100 | — | 370 | 1,338 | 1,708 | 824 | 1977 | 09/06 | 20 | |
| Tile Outlets of America: | |||||||||||||
| Sarasota, FL | — | 1,168 | 1,904 | 793 | — | 1,228 | 2,639 | 3,867 | 990 | 1988 | 09/97 | 40 | |
| Tire Engineers: | |||||||||||||
| Amarillo, TX | — | 244 | 713 | — | — | 244 | 713 | 957 | 62 | 2001 | 05/17 | 30 | |
| Columbia, SC | — | 411 | 812 | — | — | 411 | 812 | 1,223 | 71 | 2007 | 05/17 | 30 | |
| Columbia, SC | — | 345 | 453 | — | — | 345 | 453 | 798 | 48 | 1973 | 05/17 | 25 | |
| Lexington, SC | — | 536 | 1,237 | — | — | 536 | 1,237 | 1,773 | 108 | 2001 | 05/17 | 30 | |
| Orangeburg, SC | — | 327 | 445 | — | — | 327 | 445 | 772 | 39 | 2005 | 05/17 | 30 | |
| West Columbia, SC | — | 486 | 1,546 | — | — | 486 | 1,546 | 2,032 | 135 | 2008 | 05/17 | 30 | |
| Pooler, GA | — | 764 | — | 1,303 | — | 764 | 1,303 | 2,067 | 61 | 2017 | 08/17 | (m) | 40 |
| Tire Kingdom: | |||||||||||||
| Sanford, FL | — | 1,157 | 1,887 | — | — | 1,157 | 1,887 | 3,044 | 128 | 2006 | 12/17 | 30 | |
| Tire Zone: | |||||||||||||
| Warrenton, VA | — | 123 | 66 | — | — | 123 | 66 | 189 | 59 | 1939 | 02/11 | 10 |
See accompanying report of independent registered public accounting firm.
F-75
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | ||||||||||||
| TitleMax: | ||||||||||||
| Geneva, IL | — | 473 | 436 | — | — | 484 | 375 | 859 | 176 | 1996 | 12/01 | 40 |
| Mobile, AL | — | 491 | 498 | — | — | 491 | 498 | 989 | 225 | 1997 | 12/01 | 40 |
| Dallas, TX | — | 1,554 | 1,229 | 46 | — | 1,554 | 1,275 | 2,829 | 458 | 1982 | 06/05 | 40 |
| Aiken, SC | — | 442 | 646 | — | — | 442 | 646 | 1,088 | 245 | 1989 | 08/08 | 30 |
| Anniston, AL | — | 160 | 453 | — | — | 160 | 453 | 613 | 129 | 2008 | 08/08 | 40 |
| Berkeley, MO | — | 237 | 282 | — | — | 237 | 282 | 519 | 160 | 1961 | 08/08 | 20 |
| Cheraw, SC | — | 88 | 330 | — | — | 88 | 330 | 418 | 150 | 1976 | 08/08 | 25 |
| Columbia, SC | — | 212 | 319 | — | — | 212 | 319 | 531 | 121 | 1987 | 08/08 | 30 |
| Dalton, GA | — | 178 | 347 | — | — | 178 | 347 | 525 | 158 | 1972 | 08/08 | 25 |
| Darlington, SC | — | 47 | 267 | — | — | 47 | 267 | 314 | 122 | 1973 | 08/08 | 25 |
| Fairfield, AL | — | 133 | 178 | — | — | 133 | 178 | 311 | 81 | 1974 | 08/08 | 25 |
| Gadsden, AL | — | 250 | 389 | — | — | 250 | 389 | 639 | 111 | 2007 | 08/08 | 40 |
| Hueytown, AL | — | 135 | 93 | — | — | 135 | 93 | 228 | 93 | 1948 | 08/08 | 10 |
| Jonesboro, GA | — | 675 | 292 | — | — | 675 | 292 | 967 | 133 | 1970 | 08/08 | 25 |
| Lawrenceville, GA | — | 370 | 332 | — | — | 370 | 332 | 702 | 126 | 1986 | 08/08 | 30 |
| Lewisburg, TN | — | 70 | 298 | — | — | 70 | 298 | 368 | 97 | 1998 | 08/08 | 35 |
| Macon, GA | — | 103 | 290 | — | — | 103 | 290 | 393 | 165 | 1967 | 08/08 | 20 |
| Marietta, GA | — | 285 | 278 | — | — | 285 | 278 | 563 | 158 | 1967 | 08/08 | 20 |
| Memphis, TN | — | 226 | 444 | — | — | 226 | 444 | 670 | 168 | 1986 | 08/08 | 30 |
| Memphis, TN | — | 111 | 237 | — | — | 111 | 237 | 348 | 90 | 1981 | 08/08 | 30 |
| Montgomery, AL | — | 96 | 233 | — | — | 96 | 233 | 329 | 106 | 1970 | 08/08 | 25 |
| Nashville, TN | — | 256 | 301 | — | — | 256 | 301 | 557 | 114 | 1982 | 08/08 | 30 |
| Nashville, TN | — | 268 | 276 | — | — | 268 | 276 | 544 | 126 | 1978 | 08/08 | 25 |
| Norcross, GA | — | 599 | 350 | — | — | 599 | 350 | 949 | 159 | 1975 | 08/08 | 25 |
| Pulaski, TN | — | 109 | 361 | — | — | 109 | 361 | 470 | 137 | 1986 | 08/08 | 30 |
| Riverdale, GA | — | 877 | 400 | — | — | 877 | 400 | 1,277 | 182 | 1978 | 08/08 | 25 |
| Springfield, MO | — | 220 | 400 | — | — | 220 | 400 | 620 | 182 | 1979 | 08/08 | 25 |
| Springfield, MO | — | 125 | 230 | — | — | 125 | 230 | 355 | 105 | 1979 | 08/08 | 25 |
| St. Louis, MO | — | 134 | 398 | — | — | 134 | 398 | 532 | 129 | 1993 | 08/08 | 35 |
| St. Louis, MO | — | 244 | 288 | — | — | 244 | 288 | 532 | 131 | 1971 | 08/08 | 25 |
| Sylacauga, AL | — | 94 | 191 | — | — | 94 | 191 | 285 | 72 | 1986 | 08/08 | 30 |
| Taylors, SC | — | 299 | 372 | — | — | 299 | 372 | 671 | 121 | 1999 | 08/08 | 35 |
| Bay Minette, AL | — | 51 | 113 | — | — | 51 | 113 | 164 | 40 | 1980 | 01/11 | 25 |
See accompanying report of independent registered public accounting firm.
F-76
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| N. Richland Hills, TX | — | 132 | 132 | — | — | 132 | 132 | 264 | 59 | 1976 | 01/11 | 20 | |
| Petersburg, VA | — | 139 | 366 | — | — | 139 | 366 | 505 | 163 | 1979 | 02/11 | 20 | |
| Savannah, GA | — | 231 | 361 | — | — | 231 | 361 | 592 | 159 | 1972 | 03/11 | 20 | |
| Fort Worth, TX | — | 131 | 312 | — | — | 119 | 312 | 431 | 110 | 1985 | 03/11 | 25 | |
| Hoover, AL | — | 378 | 546 | — | — | 378 | 546 | 924 | 192 | 1970 | 03/11 | 25 | |
| Eufaula, AL | — | 61 | 360 | — | — | 61 | 360 | 421 | 121 | 1980 | 08/11 | 25 | |
| Kansas City, MO | — | 69 | 129 | — | — | 69 | 129 | 198 | 54 | 1920 | 08/11 | 20 | |
| Arnold, MO | — | 321 | 120 | — | — | 321 | 120 | 441 | 49 | 1960 | 10/11 | 20 | |
| Bristol, VA | — | 199 | 517 | — | — | 199 | 517 | 716 | 141 | 2001 | 10/11 | 30 | |
| Fairview Heights, IL | — | 93 | 185 | — | — | 93 | 185 | 278 | 61 | 1979 | 10/11 | 25 | |
| Florissant, MO | — | 143 | 153 | — | — | 143 | 153 | 296 | 50 | 1974 | 10/11 | 25 | |
| Greenville, SC (n) | — | 602 | 612 | — | — | 602 | 612 | 1,214 | 201 | 2008 | 10/11 | 25 | |
| Jonesboro, GA | — | 301 | 683 | — | — | 301 | 683 | 984 | 160 | 2007 | 10/11 | 35 | |
| Olive Branch, MS | — | 121 | 312 | — | — | 121 | 312 | 433 | 102 | 1978 | 10/11 | 25 | |
| Sugar Creek, MO | — | 202 | 181 | — | — | 202 | 181 | 383 | 60 | 1978 | 10/11 | 25 | |
| Roanoke, VA | — | 158 | 207 | — | — | 158 | 207 | 365 | 76 | 1950 | 08/12 | 20 | |
| Fredericksburg, VA | — | 228 | 555 | — | — | 228 | 555 | 783 | 162 | 1989 | 09/12 | 25 | |
| Florissant, MO | — | 119 | 288 | — | — | 119 | 288 | 407 | 81 | 1970 | 12/12 | 25 | |
| Savannah, GA | — | 259 | 359 | — | — | 259 | 359 | 618 | 68 | 2012 | 05/13 | 35 | |
| South Boston, VA | — | 163 | 133 | — | — | 163 | 133 | 296 | 44 | 1980 | 05/13 | 20 | |
| O'Fallon, MO | — | 75 | 261 | — | — | 75 | 261 | 336 | 65 | 1981 | 11/13 | 25 | |
| Crest Hill, IL | — | 92 | 323 | — | — | 92 | 323 | 415 | 77 | 1963 | 03/15 | 20 | |
| St. Louis, MO | — | 76 | 237 | — | — | 76 | 237 | 313 | 57 | 1953 | 03/15 | 20 | |
| T-Mobile: | |||||||||||||
| El Reno, OK | — | 517 | — | 605 | — | 517 | 605 | 1,122 | 40 | 2017 | 03/17 | (m) | 40 |
| Tony's Tires: | |||||||||||||
| Montgomery, AL | — | 593 | 1,187 | 43 | — | 593 | 1,229 | 1,822 | 428 | 1998 | 12/05 | 40 | |
| TopGolf: | |||||||||||||
| Chesterfield, MO | — | 4,577 | — | 21,260 | — | 4,705 | 21,260 | 25,965 | 731 | 2018 | 06/17 | (m) | 40 |
| Tucson, AZ | — | 3,591 | — | 16,026 | — | 3,591 | 16,026 | 19,617 | 818 | 2017 | 07/17 | (m) | 40 |
| Glendale, AZ | — | 5,721 | — | 18,703 | — | 5,721 | 18,703 | 24,424 | 604 | 2018 | 02/18 | (m) | 40 |
See accompanying report of independent registered public accounting firm.
F-77
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| Lake Mary, FL | — | 5,550 | — | — | — | 5,550 | (e) | 5,550 | (e) | (e) | 04/19 | (m) | (e) |
| Tutor Time: | |||||||||||||
| Elk Grove, CA | — | 1,216 | 2,786 | 9 | — | 1,216 | 2,750 | 3,966 | 731 | 2009 | 09/08 | 40 | |
| Twin Peaks: | |||||||||||||
| Beaumont, TX | — | 439 | 1,363 | 365 | — | 864 | 1,490 | 2,354 | 631 | 2000 | 12/01 | (g) | 40 |
| Olathe, KS | — | 525 | 731 | — | — | 525 | 731 | 1,256 | 194 | 2005 | 09/10 | 35 | |
| ULTA Salon, Cosmetics and Fragrance: | |||||||||||||
| Florissant, MO | — | 423 | 499 | 1,444 | — | 425 | 1,942 | 2,367 | 525 | 1996 | 04/03 | (g) | 40 |
| Lapeer, MI | — | 408 | 2,086 | 594 | — | 408 | 2,625 | 3,033 | 693 | 2007 | 10/05 | 40 | |
| Ultra Car Wash: | |||||||||||||
| Mobile, AL | — | 1,071 | 1,086 | — | — | 1,071 | 1,086 | 2,157 | 336 | 2005 | 08/07 | 40 | |
| Lilburn, GA | — | 1,396 | 1,119 | — | — | 1,396 | 1,119 | 2,515 | 325 | 2004 | 05/08 | 40 | |
| Uni-Mart: | |||||||||||||
| East Brady, PA | — | 269 | 583 | — | — | 269 | 583 | 852 | 419 | 1987 | 08/05 | 20 | |
| Port Vue, PA | — | 824 | 118 | — | — | 824 | 118 | 942 | 85 | 1953 | 08/05 | 20 | |
| Punxsutawney, PA | — | 253 | 542 | — | — | 253 | 542 | 795 | 389 | 1983 | 08/05 | 20 | |
| Shamokin, PA | — | 324 | 506 | — | — | 324 | 506 | 830 | 364 | 1956 | 08/05 | 20 | |
| Wilkes-Barre, PA | — | 178 | 471 | — | — | 178 | 471 | 649 | 339 | 1989 | 08/05 | 20 | |
| Wilkes-Barre, PA | — | 171 | 422 | — | — | 171 | 422 | 593 | 304 | 1999 | 08/05 | 20 | |
| Williamsport, PA | — | 909 | 122 | — | — | 909 | 122 | 1,031 | 88 | 1950 | 08/05 | 20 | |
| Ashland, PA | — | 355 | 545 | — | — | 355 | 545 | 900 | 390 | 1977 | 09/05 | 20 | |
| Mountaintop, PA | — | 423 | 616 | — | — | 423 | 616 | 1,039 | 441 | 1987 | 09/05 | 20 | |
| Effort, PA | — | 1,297 | 1,202 | — | — | 1,297 | 1,202 | 2,499 | 419 | 2000 | 01/06 | 40 | |
| Milesburg, PA | — | 134 | 373 | — | — | 134 | 373 | 507 | 130 | 1987 | 01/06 | 40 | |
| Punxsutawney, PA | — | 294 | 650 | — | — | 294 | 650 | 944 | 227 | 1983 | 01/06 | 40 |
See accompanying report of independent registered public accounting firm.
F-78
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Real Estate Held for Investment the Company has Invested in Under Operating Leases: | |||||||||||||
| United Rentals: | |||||||||||||
| Cedar Park, TX (n) | — | 535 | 829 | — | — | 535 | 829 | 1,364 | 312 | 1990 | 12/04 | 40 | |
| Clearwater, FL | — | 1,173 | 1,811 | — | — | 1,173 | 1,811 | 2,984 | 681 | 2001 | 12/04 | 40 | |
| Fort Collins, CO (n) | — | 2,057 | 978 | — | — | 2,057 | 978 | 3,035 | 368 | 1975 | 12/04 | 40 | |
| Irving, TX | — | 708 | 911 | — | — | 708 | 911 | 1,619 | 342 | 1984 | 12/04 | 40 | |
| La Porte, TX | — | 1,115 | 2,125 | — | — | 1,115 | 2,125 | 3,240 | 799 | 2000 | 12/04 | 40 | |
| Littleton, CO | — | 1,743 | 1,944 | — | — | 1,733 | 1,944 | 3,677 | 731 | 2002 | 12/04 | 40 | |
| Oklahoma City, OK | — | 744 | 1,265 | — | — | 744 | 1,265 | 2,009 | 476 | 1997 | 12/04 | 40 | |
| Perrysburg, OH | — | 642 | 1,119 | — | — | 642 | 1,119 | 1,761 | 421 | 1979 | 12/04 | 40 | |
| Plano, TX | — | 1,030 | 1,148 | — | — | 1,030 | 1,148 | 2,178 | 432 | 1996 | 12/04 | 40 | |
| Fort Worth, TX | — | 1,428 | — | — | — | 1,428 | (i) | 1,428 | (i) | (i) | 01/05 | (i) | |
| Fort Worth, TX | — | 510 | 1,128 | — | — | 510 | 1,128 | 1,638 | 422 | 1997 | 01/05 | 40 | |
| Melbourne, FL | — | 747 | 607 | — | — | 747 | 607 | 1,354 | 222 | 1970 | 05/05 | 40 | |
| University of Phoenix: | |||||||||||||
| Glen Allen, VA | — | 2,177 | 2,600 | 670 | — | 2,177 | 3,270 | 5,447 | 1,789 | 1995 | 06/95 | 40 | |
| Urban Air: | |||||||||||||
| Beaumont, TX | — | 941 | 1,618 | 2,313 | — | 941 | 3,931 | 4,872 | 1,047 | 1992 | 03/99 | 40 | |
| Urban Tandoor, Indian Wine & Dine: | |||||||||||||
| Colorado Springs, CO | — | 321 | 377 | — | — | 321 | 377 | 698 | 250 | 1984 | 09/06 | 20 | |
| Vacant Land: | |||||||||||||
| Hadley, MA | — | 2,824 | — | — | — | 5 | (e) | 5 | (e) | (e) | 02/08 | (e) | |
| Bakersfield, CA | — | 3,303 | 3,845 | — | — | 1,826 | (e) | 1,826 | (e) | (e) | 03/08 | (e) | |
| Vacant Property: | |||||||||||||
| Baton Rouge, LA | — | 609 | 914 | 6 | — | 609 | 920 | 1,529 | 548 | 1995 | 12/95 | (m) | 40 |
| Redding, CA | — | 667 | 2,182 | — | — | 667 | 2,182 | 2,849 | 1,229 | 1997 | 06/97 | 40 | |
| Kelso, WA | — | 868 | — | 1,806 | — | 868 | 1,806 | 2,674 | 991 | 1998 | 09/97 | (g) | 40 |
| Tigard, OR | — | 1,540 | 2,247 | — | — | 1,540 | 2,247 | 3,787 | 1,187 | 1995 | 11/98 | 40 | |
| Colonial Heights, VA | — | 662 | 610 | — | — | 662 | 610 | 1,272 | 275 | 1997 | 12/01 | 40 | |
| Eden Prairie, MN | — | 76 | 211 | 110 | — | 76 | 321 | 397 | 139 | 1997 | 12/01 | 40 |
See accompanying report of independent registered public accounting firm.
F-79
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Geneva, IL | — | 653 | 601 | — | — | 669 | 518 | 1,187 | 244 | 1996 | 12/01 | 40 | |
| Homewood, AL | — | 1,032 | 697 | — | — | 1,032 | 697 | 1,729 | 314 | 1997 | 12/01 | 40 | |
| Lubbock, TX | — | 1,007 | 1,206 | — | — | 1,007 | 1,206 | 2,213 | 544 | 1995 | 12/01 | 40 | |
| Midland, MI | — | 231 | — | 2,705 | — | 231 | 2,705 | 2,936 | 888 | 2006 | 07/03 | 40 | |
| Albany, NY | — | 25 | 867 | — | — | 25 | 867 | 892 | 332 | 1994 | 09/04 | 40 | |
| Temple, TX | — | 1,160 | 1,360 | — | — | 1,160 | 1,360 | 2,520 | 512 | 1998 | 12/04 | 40 | |
| Monticello, NY | — | 116 | 424 | — | — | 116 | 424 | 540 | 157 | 1996 | 03/05 | 40 | |
| Chandler, AZ | — | 729 | 644 | — | — | 729 | 644 | 1,373 | 468 | 1984 | 06/05 | 20 | |
| Houston, TX | — | 112 | 509 | 302 | — | 112 | 811 | 923 | 223 | 1995 | 12/05 | 40 | |
| Lafayette, LA | — | 603 | 1,149 | 30 | — | 603 | 1,179 | 1,782 | 411 | 1999 | 12/05 | 40 | |
| Austintown, OH | — | 466 | 397 | — | — | 466 | 397 | 863 | 264 | 1980 | 09/06 | 20 | |
| North Richland Hills, TX | — | 500 | 130 | — | — | 500 | 130 | 630 | 86 | 1970 | 09/06 | 20 | |
| St. Louis, MO | — | 520 | 266 | — | — | 520 | 266 | 786 | 177 | 1973 | 09/06 | 20 | |
| Avon, IN | — | 1,302 | — | 4,178 | — | 1,302 | 4,178 | 5,480 | 779 | 2012 | 12/11 | (m) | 40 |
| Lincolnshire, IL | — | 862 | 1,574 | — | — | 862 | 1,574 | 2,436 | 501 | 1999 | 01/12 | 25 | |
| Knoxville, TN | — | 1,500 | 5,571 | — | — | 1,500 | 5,571 | 7,071 | 1,354 | 1996 | 09/12 | 30 | |
| Fargo, ND | — | 335 | 2,747 | — | — | 335 | 2,747 | 3,082 | 553 | 2008 | 12/12 | 35 | |
| Chestertown, MD | — | 856 | 290 | — | — | 856 | 290 | 1,146 | 290 | 1974 | 06/13 | 5 | |
| Clearwater, FL | — | 433 | 530 | — | — | 433 | 530 | 963 | 231 | 1983 | 06/13 | 15 | |
| Gulf Breeze, FL | — | 1,021 | 1,382 | — | — | 1,021 | 1,382 | 2,403 | 904 | 1960 | 06/13 | 10 | |
| Lake Placid, FL | — | 289 | 1,402 | — | — | 289 | 1,402 | 1,691 | 306 | 1988 | 06/13 | 30 | |
| Statesville, NC | — | 249 | 653 | — | — | 249 | 653 | 902 | 102 | 1960 | 07/14 | 35 | |
| Riverdale, UT | — | 2,294 | 5,396 | — | — | 2,294 | 5,396 | 7,690 | 1,052 | 1991 | 02/15 | 25 | |
| Spokane, WA | — | 2,270 | 7,975 | — | — | 2,270 | 7,975 | 10,245 | 1,555 | 1986 | 02/15 | 25 | |
| West Bend, WI | — | 1,435 | 7,654 | — | — | 1,435 | 7,654 | 9,089 | 1,493 | 1987 | 02/15 | 25 | |
| Value City Furniture: | |||||||||||||
| White Marsh, MD | — | 3,762 | — | 3,006 | — | 3,762 | 3,006 | 6,768 | 1,638 | 1998 | 10/97 | (g) | 40 |
| VCA Animal Hospital: | |||||||||||||
| Mission, KS | — | 891 | 3,758 | — | — | 852 | 3,758 | 4,610 | 976 | 2000 | 03/12 | 30 | |
| Verizon Wireless: | |||||||||||||
| Anderson, SC (n) | — | 38 | — | — | — | 38 | — | 38 | (e) | (i) | 07/14 | (e) | |
| Bristol, VA | — | 175 | 512 | — | — | 175 | 512 | 687 | 112 | 2000 | 07/14 | 25 |
See accompanying report of independent registered public accounting firm.
F-80
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||
| Amherst, NY | — | 230 | 175 | 403 | — | 230 | 578 | 808 | 91 | 1977 | 02/15 | 20 | |
| North Olmsted, OH | — | 324 | 1,015 | — | — | 324 | 1,015 | 1,339 | 86 | 1983 | 08/16 | 40 | |
| Vitality Veterinary: | |||||||||||||
| Buford, GA | — | 751 | 1,979 | 586 | — | 751 | 2,565 | 3,316 | 837 | 2003 | 07/04 | (g) | 40 |
| Vitamin Shoppe, The: | |||||||||||||
| Cincinnati, OH | — | 297 | 443 | 385 | — | 312 | 813 | 1,125 | 356 | 1999 | 06/98 | 40 | |
| Vogue Nails & Spa: | |||||||||||||
| Swansea, IL | — | 46 | 132 | — | — | 46 | 132 | 178 | 45 | 1997 | 12/01 | 40 | |
| Walgreens: | |||||||||||||
| Altamonte Springs, FL | — | 1,137 | 2,053 | — | — | 1,137 | (i) | 1,137 | (i) | (i) | 01/96 | (i) | |
| Douglasville, GA | — | 413 | 995 | — | — | 413 | 995 | 1,408 | 595 | 1996 | 01/96 | 40 | |
| Conyers, GA | — | 575 | 999 | 64 | — | 575 | 1,063 | 1,638 | 570 | 1997 | 06/97 | 40 | |
| Orange Beach, AL | — | 1,410 | 1,996 | — | — | 1,410 | 1,996 | 3,406 | 900 | 2000 | 12/01 | 40 | |
| Sunrise, FL | — | 1,958 | 1,401 | — | — | 1,958 | 1,401 | 3,359 | 582 | 1994 | 05/03 | 40 | |
| Saratoga Springs, NY | — | 762 | 591 | 5,090 | — | 2,364 | 3,530 | 5,894 | 202 | 2017 | 09/04 | (o) | 40 |
| Tulsa, OK | — | 1,193 | 3,056 | — | — | 1,193 | 3,056 | 4,249 | 1,111 | 2003 | 06/05 | 40 | |
| Boise, ID | — | 792 | 1,875 | — | — | 792 | 1,875 | 2,667 | 612 | 2000 | 03/10 | 30 | |
| Nampa, ID | — | 1,062 | 2,253 | — | — | 1,062 | 2,253 | 3,315 | 735 | 2000 | 03/10 | 30 | |
| Pueblo, CO | — | 899 | 3,313 | — | — | 899 | 3,313 | 4,212 | 888 | 2000 | 12/11 | 30 | |
| Rapid City, SD | — | 1,387 | 2,957 | — | — | 1,387 | 2,957 | 4,344 | 672 | 2000 | 01/12 | 35 | |
| Hamilton, OH | — | 731 | 2,879 | — | — | 731 | 2,879 | 3,610 | 764 | 2000 | 01/12 | 30 | |
| Durham, NC | — | 1,553 | 2,621 | — | — | 1,553 | 2,621 | 4,174 | 375 | 1999 | 09/15 | 30 | |
| Charlotte, NC | — | 754 | 1,708 | — | — | 754 | 1,708 | 2,462 | 26 | 1999 | 08/19 | 25 | |
| Mint Hill, NC | — | 972 | 1,657 | — | — | 972 | 1,657 | 2,629 | 25 | 1999 | 08/19 | 25 | |
| Warehouse Shoe Sale: | |||||||||||||
| Houston, TX | — | 2,311 | 1,628 | 3,514 | — | 2,583 | 4,872 | 7,455 | 1,067 | 1976 | 03/99 | (g) | 40 |
| Waterford Nails & Spa: | |||||||||||||
| Orlando, FL | — | 40 | 111 | — | — | 40 | 111 | 151 | 44 | 2001 | 02/04 | 40 |
See accompanying report of independent registered public accounting firm.
F-81
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| 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 | 1,783 | 2011 | 07/11 | 40 |
| Wenco HQ: | ||||||||||||
| Ashland, OH | — | 245 | 1,109 | — | — | 245 | 1,109 | 1,354 | 57 | 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 | 150 | 1980 | 12/01 | 40 |
| Orland Park, IL | — | 562 | 556 | — | — | 562 | 377 | 939 | 172 | 1995 | 12/01 | 40 |
| Boerne, TX | — | 456 | 679 | — | — | 456 | 679 | 1,135 | 191 | 1986 | 12/12 | 25 |
| Brownsburg, IN | — | 242 | 1,483 | — | — | 242 | 1,483 | 1,725 | 418 | 1984 | 12/12 | 25 |
| Converse, TX | — | 301 | 554 | — | — | 301 | 554 | 855 | 111 | 2007 | 12/12 | 35 |
| Everett, WA | — | 339 | 1,018 | — | — | 339 | 1,018 | 1,357 | 239 | 2000 | 12/12 | 30 |
| Everett, WA | — | 486 | 437 | — | — | 486 | 437 | 923 | 123 | 1979 | 12/12 | 25 |
| Fishers, IN | — | 544 | 514 | — | — | 510 | 514 | 1,024 | 121 | 2000 | 12/12 | 30 |
| Fishers, IN | — | 766 | 717 | — | — | 766 | 717 | 1,483 | 168 | 1990 | 12/12 | 30 |
| Henderson, NV | — | 370 | 311 | — | — | 370 | 311 | 681 | 88 | 1988 | 12/12 | 25 |
| Henderson, NV | — | 398 | 1,028 | — | — | 398 | 1,028 | 1,426 | 241 | 1991 | 12/12 | 30 |
| Indianapolis, IN | — | 417 | 1,318 | — | — | 417 | 1,318 | 1,735 | 309 | 1991 | 12/12 | 30 |
| Indianapolis, IN | — | 320 | 602 | — | — | 320 | 602 | 922 | 141 | 1998 | 12/12 | 30 |
| Indianapolis, IN | — | 87 | 1,009 | — | — | 87 | 1,009 | 1,096 | 284 | 1973 | 12/12 | 25 |
| Indianapolis, IN | — | 252 | 1,454 | — | — | 252 | 1,454 | 1,706 | 341 | 1999 | 12/12 | 30 |
| Indianapolis, IN | — | 281 | 1,018 | — | — | 281 | 1,018 | 1,299 | 239 | 1996 | 12/12 | 30 |
| Indianapolis, IN | — | 213 | 1,444 | — | — | 213 | 1,444 | 1,657 | 291 | 2003 | 12/12 | 35 |
| Indianapolis, IN | — | 320 | 1,086 | — | — | 320 | 1,086 | 1,406 | 255 | 1993 | 12/12 | 30 |
| Indianapolis, IN | — | 271 | 1,221 | — | — | 271 | 1,221 | 1,492 | 344 | 1974 | 12/12 | 25 |
| Las Vegas, NV | — | 533 | 1,424 | — | — | 533 | 1,424 | 1,957 | 334 | 2001 | 12/12 | 30 |
| Las Vegas, NV | — | 368 | 1,018 | — | — | 368 | 1,018 | 1,386 | 239 | 2001 | 12/12 | 30 |
| Las Vegas, NV | — | 360 | 253 | — | — | 360 | 253 | 613 | 71 | 1980 | 12/12 | 25 |
| Lynnwood, WA | — | 571 | 1,695 | — | — | 571 | 1,695 | 2,266 | 477 | 1978 | 12/12 | 25 |
| N. Las Vegas, NV | — | 310 | 1,463 | — | — | 310 | 1,463 | 1,773 | 294 | 2001 | 12/12 | 35 |
See accompanying report of independent registered public accounting firm.
F-82
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||
| Noblesville, IN | — | 582 | 979 | — | — | 582 | 979 | 1,561 | 230 | 1998 | 12/12 | 30 |
| Port Orchard, WA | — | 784 | 1,540 | — | — | 784 | 1,540 | 2,324 | 361 | 1996 | 12/12 | 30 |
| Poulsbo, WA | — | 620 | 901 | — | — | 620 | 901 | 1,521 | 159 | 2012 | 12/12 | 40 |
| San Antonio, TX | — | 370 | 272 | — | — | 370 | 272 | 642 | 64 | 1993 | 12/12 | 30 |
| San Antonio, TX | — | 688 | 727 | — | — | 688 | 727 | 1,415 | 171 | 1993 | 12/12 | 30 |
| San Antonio, TX | — | 553 | 892 | — | — | 303 | 892 | 1,195 | 251 | 1986 | 12/12 | 25 |
| San Antonio, TX | — | 931 | 223 | — | — | 931 | 223 | 1,154 | 52 | 1993 | 12/12 | 30 |
| San Antonio, TX | — | 242 | 1,067 | — | — | 242 | 1,067 | 1,309 | 300 | 1977 | 12/12 | 25 |
| Lexington Park, MD | — | 327 | 773 | — | — | 327 | 773 | 1,100 | 141 | 1982 | 07/14 | 30 |
| Alcoa, TN | — | 587 | 547 | — | — | 587 | 547 | 1,134 | 133 | 1977 | 02/15 | 20 |
| Lincoln Park, MI | — | 326 | 435 | — | — | 326 | 435 | 761 | 85 | 1988 | 02/15 | 25 |
| North Canton, OH | — | 121 | 852 | — | — | 121 | 852 | 973 | 138 | 1986 | 02/15 | 30 |
| Roanoke, VA | — | 172 | 672 | — | — | 172 | 672 | 844 | 164 | 1983 | 02/15 | 20 |
| Ashland, OH | — | 353 | 2,635 | — | — | 353 | 2,635 | 2,988 | 157 | 1993 | 03/18 | 30 |
| Ashland, OH | — | 265 | 2,479 | — | — | 265 | 2,479 | 2,744 | 127 | 2013 | 03/18 | 35 |
| Bellevue, OH | — | 176 | 1,765 | — | — | 176 | 1,765 | 1,941 | 126 | 1985 | 03/18 | 25 |
| Bluffton, OH | — | 98 | 1,090 | — | — | 98 | 1,090 | 1,188 | 65 | 2012 | 03/18 | 30 |
| Bucyrus, OH | — | 88 | 2,234 | — | — | 88 | 2,234 | 2,322 | 160 | 1984 | 03/18 | 25 |
| Millersburg, OH | — | 226 | 1,559 | — | — | 226 | 1,559 | 1,785 | 93 | 2002 | 03/18 | 30 |
| New Bremen, OH | — | 59 | 1,697 | — | — | 59 | 1,697 | 1,756 | 122 | 1988 | 03/18 | 25 |
| Norwalk, OH | — | 157 | 3,173 | — | — | 157 | 3,173 | 3,330 | 162 | 2014 | 03/18 | 35 |
| Ottawa, OH | — | 69 | 1,599 | — | — | 69 | 1,599 | 1,668 | 95 | 1998 | 03/18 | 30 |
| Parma, OH | — | 363 | 805 | — | — | 363 | 805 | 1,168 | 58 | 1983 | 03/18 | 25 |
| Shelby, OH | — | 59 | 1,882 | — | — | 59 | 1,882 | 1,941 | 135 | 1989 | 03/18 | 25 |
| Upper Sandusky, OH | — | 167 | 2,205 | — | — | 167 | 2,205 | 2,372 | 132 | 1993 | 03/18 | 30 |
| Willard, OH | — | 108 | 1,560 | — | — | 108 | 1,560 | 1,668 | 93 | 1995 | 03/18 | 30 |
| Wooster, OH | — | 255 | 2,273 | — | — | 255 | 2,273 | 2,528 | 163 | 1979 | 03/18 | 25 |
| Wooster, OH | — | 323 | 2,791 | — | — | 323 | 2,791 | 3,114 | 167 | 1994 | 03/18 | 30 |
| Whataburger: | ||||||||||||
| Albuquerque, NM | — | 624 | 419 | — | — | 624 | 419 | 1,043 | 189 | 1995 | 12/01 | 40 |
| Wherehouse Music: | ||||||||||||
| Independence, MO | — | 503 | 1,209 | — | — | 503 | 1,209 | 1,712 | 425 | 1994 | 12/05 | 40 |
See accompanying report of independent registered public accounting firm.
F-83
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | ||||||||||||
| Winn-Dixie: | ||||||||||||||||||||||
| Seffner, FL | — | 322 | 1,222 | — | — | 322 | 1,222 | 1,544 | 495 | 1983 | 03/99 | 40 | ||||||||||
| XLerate Auto Auction: | ||||||||||||||||||||||
| El Paso, TX | — | 2,858 | 1,133 | — | — | 2,858 | 1,133 | 3,991 | 161 | 1987 | 06/16 | 25 | ||||||||||
| Jenison, MI | — | 1,334 | 3,513 | 1,893 | — | 1,058 | 4,678 | 5,736 | 456 | 1984 | 10/16 | 30 | ||||||||||
| Lubbock, TX | — | 301 | 1,507 | 58 | — | 369 | 905 | 1,274 | 113 | 1980 | 11/16 | (m) | 25 | |||||||||
| Corry, PA | — | 300 | 1,772 | — | — | 300 | 1,772 | 2,072 | 38 | 1975 | 06/19 | 25 | ||||||||||
| Obetz, OH | — | 11,899 | 14,149 | — | — | 11,899 | 14,149 | 26,048 | 118 | 1980 | 10/19 | 25 | ||||||||||
| Ziebart: | ||||||||||||||||||||||
| Maplewood, MN | — | 308 | 311 | — | — | 308 | 311 | 619 | 116 | 1990 | 02/05 | 40 | ||||||||||
| Middleburg Heights, OH | — | 199 | 148 | — | — | 199 | 148 | 347 | 55 | 1961 | 02/05 | 40 | ||||||||||
| Leasehold Interests: | ||||||||||||||||||||||
| Oklahoma City, OK | — | (l) | 1,419 | — | — | (l) | 355 | 355 | 210 | 1997 | 06/97 | 5 | ||||||||||
| SUBTOTAL | $ | 11,837 | $ | 2,480,496 | $ | 4,875,374 | $ | 1,113,943 | $ | — | $ | 2,492,984 | $ | 5,917,880 | $ | 8,410,864 | $ | 1,148,277 |
See accompanying report of independent registered public accounting firm.
F-84
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>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) | |||||||||
| Jared Jewelers: | |||||||||||||||||||||
| Lewisville, TX | — | (l) | 1,503 | — | — | (l) | (c) | (c) | (c) | 1998 | 12/01 | (c) | |||||||||
| Rite Aid: | |||||||||||||||||||||
| Kennett Square, PA | — | (l) | 0 | 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) | |||||||||
| SUBTOTAL | $ | — | $ | 1,064 | $ | 6,720 | $ | 1,984 | $ | — | $ | — | $ | — | $ | — | $ | — |
See accompanying report of independent registered public accounting firm.
F-85
Table of Contents
| Initial Cost to<br><br>Company | Costs Capitalized<br><br>Subsequent to<br><br>Acquisition | Gross Amount at Which<br><br>Carried at Close of Period (a) (b) | Life on Which<br>Depreciation &<br><br>Amortization in Latest Income<br><br>Statement is<br><br>Computed (Years) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Encumbrances | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Improvements | Carrying<br><br>Costs | Land | Building,<br><br>Improvements &<br><br>Leasehold<br><br>Interests | Total | Accumulated<br><br>Depreciation<br><br>and<br><br>Amortization | Date of<br><br>Construction | Date<br><br>Acquired | |||||||||||
| Real Estate Held for Sale the Company has Invested in: | |||||||||||||||||||||
| Fuel-On: | |||||||||||||||||||||
| Bloomsburg, PA | $ | — | $ | 541 | $ | 146 | $ | — | $ | — | $ | 311 | $ | 105 | $ | 416 | $ | 105 | 1967 | 08/05 | 40 |
| Danville, PA | — | 180 | 359 | — | — | 180 | 232 | 412 | 125 | 1988 | 01/06 | 40 | |||||||||
| Mister Car Wash: | |||||||||||||||||||||
| Houston, TX | — | 2,260 | 1,806 | — | — | 2,260 | 1,806 | 4,066 | 918 | 1975 | 04/07 | 25 | |||||||||
| Uni-Mart: | |||||||||||||||||||||
| McSherrystown, PA | — | 135 | 365 | — | — | 135 | 365 | 500 | 127 | 1988 | 01/06 | 40 | |||||||||
| Vacant Property: | |||||||||||||||||||||
| Sacramento, CA | — | 1,144 | 2,961 | — | — | 1,144 | 2,462 | 3,606 | 1,703 | 1996 | 12/96 | 40 | |||||||||
| Bay City, MI | — | 647 | 634 | — | — | 647 | 561 | 1,208 | 282 | 1997 | 12/01 | 40 | |||||||||
| Chicago, IL | — | 90 | 239 | — | — | 62 | 130 | 192 | 130 | 1949 | 11/11 | 40 | |||||||||
| SUBTOTAL | $ | — | $ | 4,997 | $ | 6,510 | $ | — | $ | — | $ | 4,739 | $ | 5,661 | $ | 10,400 | $ | 3,390 |
See accompanying report of independent registered public accounting firm.
F-86
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2019
(dollars in thousands)
| (a) | Transactions in real estate and accumulated depreciation during 2019, 2018, and 2017 are summarized as follows: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Land, buildings, and leasehold interests: | |||||||||
| Balance at the beginning of year | $ | 7,883,633 | $ | 7,314,132 | $ | 6,647,597 | |||
| Acquisitions, completed construction and tenant improvements | 733,376 | 706,903 | 744,577 | ||||||
| Disposition of land, buildings, and leasehold interests | (138,332 | ) | (109,590 | ) | (73,089 | ) | |||
| Provision for loss on impairment of real estate | (29,975 | ) | (27,812 | ) | (4,953 | ) | |||
| Balance at the close of year | $ | 8,448,702 | $ | 7,883,633 | $ | 7,314,132 | |||
| Accumulated depreciation and amortization: | |||||||||
| Balance at the beginning of year | $ | 1,016,271 | $ | 881,121 | $ | 742,467 | |||
| Disposition of land, buildings, and leasehold interests | (44,185 | ) | (28,076 | ) | (14,035 | ) | |||
| Depreciation and amortization expense | 179,581 | 163,226 | 152,689 | ||||||
| Balance at the close of year | $ | 1,151,667 | $ | 1,016,271 | $ | 881,121 |
As of December 31, 2019, 2018, and 2017, the detailed real estate schedule excludes work in progress of
$27,438
,
$8,017
and
$41,920
, respectively, which is included in the above reconciliation.
| (b) | As of December 31, 2019, the leases are treated as either operating or financing leases for federal income tax purposes. As of December 31, 2019, the aggregate cost of the properties owned by NNN that are under operating leases were $8,338,530 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-87
NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 2019
(dollars in thousands)
| Description | Interest<br><br>Rate | Maturity<br><br>Date | Periodic<br><br>Payment<br><br>Terms | Prior<br><br>Liens | Face<br><br>Amount<br><br>of Mortgages | Carrying<br><br>Amount of<br><br>Mortgages (b) | Principal<br><br>Amount<br><br>of Loans Subject<br><br>to Delinquent<br><br>Principal or<br><br>Interest | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| First mortgages on properties: | $ | — | $ | — | (a) | $ | — | ||||
| (a) | The following shows the changes in the carrying amounts of mortgage loans during the years: | ||||||||||
| --- | --- | ||||||||||
| 2019 | 2018 | 2017 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Balance at beginning of year | $ | — | $ | — | $ | 1,250 | |||||
| New mortgage loans | 3,100 | — | — | ||||||||
| Deductions during the year: | |||||||||||
| Collections of principal | (3,100 | ) | — | (1,250 | ) | ||||||
| Foreclosures | — | — | — | ||||||||
| Balance at the close of year | $ | — | $ | — | $ | — | |||||
| (b) | There were no mortgages outstanding at December 31, 2019, 2018 and 2017. | ||||||||||
| --- | --- |
See accompanying report of independent registered public accounting firm.
See accompanying report of independent registered public accounting firm.
F-88
Exhibit
Exhibit 4.22
DESCRIPTION OF THE REGISTRANT'S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Unless the context otherwise requires, references in this Exhibit to the 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.
The following description sets forth certain material terms and provisions of NNN’s securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also contains summaries of the Maryland General Corporation Law (“MGCL”), NNN’s Articles of Incorporation, as amended, restated and supplemented (“Articles of Incorporation”), and NNN’s Bylaws, as amended and restated (“Bylaws”). The following summary of the material terms, rights and preferences of the securities is not complete and is subject to and qualified in its entirety by reference to the MGCL, the Articles of Incorporation and the Bylaws each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. NNN encourages you to read the MGCL, the Articles of Incorporation and the Bylaws.
GENERAL
National Retail Properties, Inc., a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984.
Under NNN’s Articles of Incorporation, the Company is authorized to issue up to:
| Ÿ | 375,000,000 shares of common stock, par value $0.01 per share, and |
|---|---|
| Ÿ | 15,000,000 shares of preferred stock, par value $0.01 per share. |
As of January 31, 2020, NNN had 171,697,831 shares of common stock outstanding, and 11,500,000 depositary shares each representing a 1/100th interest in a share of 5.20% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) outstanding. All issued and outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable.
DESCRIPTION OF COMMON STOCK
The statements below describing the common stock are in all respects subject to and qualified in their entirety by reference to the applicable provisions of NNN’s Articles of Incorporation and Bylaws.
General
The holders of common stock elect all directors and are entitled to one vote per share on all matters submitted to a vote of the stockholders. The right to vote is subject to the provisions of the Articles of Incorporation regarding the restriction of the transfer of shares of common stock, which is described under “- Restrictions on Ownership” below. Stockholders are entitled to receive dividends when, as and if declared by NNN’s Board of Directors out of funds legally available for that purpose. The right of holders of common stock to receive those dividends may be affected, however, by the preferential rights of the Series F Preferred Stock or any other class or series of stock and the provisions of the Articles of Incorporation regarding restrictions on the transfer of stock. For example, holders of common stock may not receive dividends if no funds are available for distribution after NNN pays dividends to holders of preferred stock. Upon the Company’s liquidation, dissolution or winding up, holders of common stock are entitled to share pro rata in in all of NNN’s remaining assets after payment or provision for all of its debts and other liabilities and preferential amounts owing in respect of the Series F Preferred Stock and any other preferred stock having a priority over the common stock in the event of NNN’s liquidation, dissolution or winding up. The outstanding Series F Preferred Stock ranks senior to the common stock with respect to the payment of dividends and as to the distribution of assets in the event of NNN’s liquidation, dissolution or winding up. Holders of common
1
stock have no redemption, sinking fund, preemptive, subscription or conversion rights. All outstanding shares of common stock are fully paid and non-assessable.
Stock Exchange Listing.
The common stock is traded on the New York Stock Exchange under the trading symbol “NNN.”
Transfer Agent and Registrar
American Stock Transfer & Trust Company is the transfer agent of the common stock.
DESCRIPTION OF SERIES F PREFERRED STOCK AND DEPOSITARY SHARES
The following is a summary of the material terms and provisions of the Series F Preferred Stock and depositary shares. The statements below describing the Series F Preferred Stock are in all respects subject to and qualified in their entirety by reference to NNN’s Articles of Incorporation establishing the Series F Preferred Stock, and NNN’s Bylaws.
General
Shares of preferred stock may be offered and sold from time to time, in one or more series, as authorized by NNN’s Board of Directors. NNN’s Board of Directors is authorized under Maryland law and NNN’s Articles of Incorporation to set for each series of preferred stock the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption. The Series F Preferred Stock is being issued pursuant to articles supplementary to NNN’s Articles of Incorporation that sets forth the terms of a series of preferred stock consisting of up to 138,000 shares, designated 5.20% Series F Cumulative Redeemable Preferred Stock. NNN’s Board of Directors may authorize the issuance and sale of additional shares of Series F Preferred Stock from time to time without the consent of existing holders of the depositary shares representing interests in the Series F Preferred Stock.
Each depositary share represents a 1/100^th^ interest in a share of Series F Preferred Stock. The Series F Preferred Stock underlying the depositary shares are deposited with American Stock Transfer & Trust Company, as depositary, under a deposit agreement among NNN, the depositary and the holders from time to time of the depositary shares. The depositary shares are evidenced by depositary receipts issued pursuant to the deposit agreement. Subject to the terms of the deposit agreement, each record holder of depositary receipts evidencing depositary shares is entitled to a proportional fractional interest (i.e., 1/100^th^) to all the rights and preferences of, and subject to all of the limitations of, the Series F Preferred Stock underlying the depositary shares (including dividend, voting, redemption, conversion and liquidation rights and preferences).
Ranking
The Series F Preferred Stock underlying the depositary shares, with respect to the payment of dividends and the distribution of assets in the event of NNN’s liquidation, dissolution or winding up, rank:
| Ÿ | senior to NNN’s common stock and any other of NNN’s equity securities that the Company may later authorize or issue that by their terms rank junior to the Series F Preferred Stock; |
|---|---|
| Ÿ | on a parity with any other of NNN’s equity securities that the Company may later authorize or issue and that by their terms are on a parity with the Series F Preferred Stock; and |
| Ÿ | junior to any equity securities that the Company may later authorize or issue and that by their terms rank senior to the Series F Preferred Stock. |
2
The term “equity securities” does not include convertible debt securities, which will rank senior to the Series F Preferred Stock prior to conversion. In addition, the Series F Preferred Stock will be junior to all of NNN’s existing and future indebtedness and all of the existing or future indebtedness of NNN’s subsidiaries.
Dividends
Holders of depositary shares representing interests in the Series F Preferred Stock are entitled to receive, when, as and if authorized by NNN’s Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 5.20% per annum of the $2,500.00 per share (equivalent to $25.00 liquidation preference per depositary share) liquidation preference, equivalent to $130.00 per annum per share (or $1.30 per annum per depositary share). Dividends on the Series F Preferred Stock accrue and are cumulative from and including October 11, 2016, the date of original issue by NNN of the Series F Preferred Stock. Dividends are payable quarterly in arrears on or about March 15, June 15, September 15 and December 15 of each year (or, if not a business day, the next succeeding business day). The Company refers to each such date as a “Dividend Payment Date.” The first dividend on the Series F Preferred Stock sold was payable on December 15, 2016, which was for less than a full quarter, and was in the amount of $23.1111 per share (or $0.231111 per depositary share).
Any dividend, including any dividend payable on the Series F Preferred Stock for any partial dividend period, is computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record of depositary shares as they appear in the depositary’s records at the close of business on the applicable record date, which will be the date that NNN’s Board of Directors designates for the payment of a dividend that is not more than 30 nor less than 10 days prior to the dividend payment date, which date NNN refers to as a dividend payment record date.
NNN’s Board of Directors will not authorize, pay or set apart for payment by NNN any dividend on the Series F Preferred Stock at any time that:
| Ÿ | the terms and provisions of any of the Company’s agreements, including any agreement relating to NNN’s indebtedness, prohibits such authorization, payment or setting apart for payment; |
|---|---|
| Ÿ | the terms and provisions of any of the Company’s agreements, including any agreement relating to NNN’s indebtedness, provides that such authorization, payment or setting apart for payment would constitute a breach of, or a default under, such agreement; or |
| Ÿ | the law restricts or prohibits the authorization or payment. |
NNN may become a party to agreements that restrict or prevent the payment of dividends on, or the purchase or redemption of, NNN’s shares. Under certain circumstances, these agreements could restrict or prevent the payment of dividends on, or the purchase or redemption of, shares of Series F Preferred Stock. These restrictions may be indirect (for example, covenants requiring NNN to maintain specified levels of net worth or assets) or direct. NNN does not believe that these restrictions currently have any adverse impact on the Company’s ability to pay dividends on the Series F Preferred Stock.
Notwithstanding the foregoing, dividends on the Series F Preferred Stock will accrue whether or not:
| Ÿ | the terms and provisions of any of NNN’s agreements, including any agreement relating to NNN’s indebtedness, prohibits such authorization, payment or setting apart for payment; |
|---|---|
| Ÿ | NNN has earnings; |
| Ÿ | there are funds legally available for the payment of the dividends; or |
| Ÿ | the dividends are authorized. |
3
Accrued but unpaid dividends on the Series F Preferred Stock will not bear additional interest, and the holders of depositary shares representing interests in the Series F Preferred Stock will not be entitled to any dividends in excess of full cumulative dividends as described above.
Any dividend payment made on the Series F Preferred Stock, including any capital gain dividends, will first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable.
If, for any taxable year, NNN elects to designate as “capital gain dividends” (as defined in Section 857 of the Code) a portion (the “Capital Gains Amount”) of the dividends, as determined for federal income tax purposes, that are paid or made available for the year to the holders of all classes of shares (the “Total Dividends”), then the portion of the Capital Gains Amount that will be allocable to the holders of depositary shares will be the Capital Gains Amount multiplied by a fraction, the numerator of which will be the total dividends (within the meaning of the Code) paid or made available to the holders of depositary shares for the year and the denominator of which will be the Total Dividends. NNN will not declare or pay any dividends or distributions, or set aside any funds for the payment of dividends or distributions, on NNN’s common stock or any other shares that rank junior to the Series F Preferred Stock, if any, or redeem or otherwise acquire NNN’s common stock or other junior shares, unless NNN also has declared and either paid or set aside for payment the full cumulative dividends on the Series F Preferred Stock and all shares that rank senior to or on a parity with the Series F Preferred Stock, for all past dividend periods. This restriction will not limit NNN’s redemption or other acquisition of shares under incentive, benefit or share purchase plans for officers, directors or employees or others performing or providing similar services or for the purposes of enforcing restrictions upon ownership and transfer of NNN’s equity securities contained in NNN’s Articles of Incorporation in order to preserve the Company’s status as a REIT.
When dividends are not paid in full (or a sum sufficient for such full payment is not set apart) upon the Series F Preferred Stock and the shares of any other class or series of equity securities ranking, as to dividends, on a parity with the Series F Preferred Stock, all dividends declared upon the Series F Preferred Stock and each such other class or series of equity securities ranking, as to dividends, on a parity with the Series F Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series F Preferred Stock and such other class or series of equity securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Series F Preferred Stock and such other class or series of equity securities (which shall not include any accrual in respect of unpaid dividends on such other class or series of equity securities for prior dividend periods if such other class or series of equity securities does not have a cumulative dividend) bear to each other.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, the holders of Series F Preferred Stock then outstanding are entitled to be paid out of NNN’s assets legally available for distribution to NNN’s stockholders a liquidation preference of $2,500.00 per share (equivalent to $25.00 per depositary share), plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not declared), before any distribution or payment may be made to holders of shares of common stock or any other class or series of NNN’s equity stock ranking, as to liquidation rights, junior to the Series F Preferred Stock. If, upon NNN’s voluntary or involuntary liquidation, dissolution or winding up, NNN’s available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding Series F Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to liquidation rights, on a parity with the Series F Preferred Stock, then the holders of depositary shares representing interests in the Series F Preferred Stock and each such other class or series of capital stock ranking, as to liquidation rights, on a parity with the Series F Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of depositary shares representing interests in the Series F Preferred Stock will be entitled to written notice of any liquidation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of depositary shares representing interests in the Series F Preferred Stock will have no right or claim to any of NNN’s remaining assets.
NNN’s consolidation or merger with or into any other entity or the sale, lease, transfer or conveyance of all or substantially all of NNN’s property or business will not be deemed to constitute the Company’s liquidation, dissolution or winding up. The Series F Preferred Stock will rank senior to the common stock as to priority for
4
receiving liquidating distributions and on a parity with any future equity securities which, by their terms, rank on a parity with the Series F Preferred Stock.
Optional Redemption
NNN may not redeem the Series F Preferred Stock prior to October 11, 2021, except as described below and under the section “- Special Optional Redemption.” At any time on and after October 11, 2021, upon no fewer than 30 days’ nor more than 60 days’ written notice, NNN may, at NNN’s option, redeem the Series F Preferred Stock, in whole or in part, from time to time, by paying $2,500.00 per share (equivalent to $25.00 per depositary share), plus any accrued and unpaid dividends to, but not including, the date of redemption, upon the giving of notice, as provided below. Whenever NNN redeems shares of its Series F Preferred Stock held by the depositary, the depositary will redeem as of the same redemption date a number of depositary shares representing the shares so redeemed and the depositary receipts evidencing such depositary shares.
NNN will give notice of redemption by mail to each holder of record of Series F Preferred Stock or depositary shares at the address shown on NNN’s share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series F Preferred Stock except as to the holder to whom notice was defective. Each notice will state the following:
| Ÿ | the redemption date; |
|---|---|
| Ÿ | the redemption price; |
| Ÿ | the number of shares of Series F Preferred Stock and depositary shares to be redeemed; |
| Ÿ | the place(s) where the depositary receipts (or Series F Preferred Stock certificates, if no longer held in depositary form) are to be surrendered for payment; and |
| Ÿ | that dividends on the depositary shares and the Series F Preferred Stock will cease to accrue on the redemption date. |
If fewer than all of the outstanding shares of Series F Preferred Stock are to be redeemed, the shares to be redeemed will be determined pro rata, by lot or in such other manner as prescribed by NNN’s Board of Directors. In the event that the redemption is to be by lot, and if as a result of the redemption any holder of Series F Preferred Stock would own, or be deemed by virtue of certain attribution provisions of the Code to own, in excess of 9.8% in value of NNN’s issued and outstanding equity securities (which includes the depositary shares), then, except in certain instances, NNN will redeem the requisite number of shares of Series F Preferred Stock of that stockholder such that the stockholder will not own or be deemed by virtue of certain attribution provisions of the Code to own, subsequent to the redemption, in excess of 9.8% in value of NNN’s issued and outstanding equity securities (which includes the depositary shares).
If NNN redeems fewer than all of the outstanding shares of Series F Preferred Stock and depositary shares, the notice of redemption mailed to each holder will also specify the number of shares of Series F Preferred Stock, or depositary shares, that NNN will redeem from each holder. In this case, NNN will determine the number of shares of Series F Preferred Stock, or depositary shares, to be redeemed on a pro rata basis, by lot or by any other equitable method NNN may choose in its sole and absolute discretion.
On or after the redemption date, each holder of depositary shares to be redeemed must present and surrender the depositary receipts evidencing the depositary shares to the depositary at the place designated in the notice of redemption. If the Series F Preferred Stock is no longer held in depositary form, on or after the redemption date, each holder of Series F Preferred Stock to be redeemed must present and surrender their preferred certificates to NNN at the place designated in the notice of redemption. The redemption price of the shares will then be paid to or on the order of the person whose name appears on such depositary receipts or preferred certificates as the owner thereof. Each surrendered depositary receipt or certificate will be canceled. In the event that fewer than all the depositary receipts or preferred certificates are to be redeemed, a new depositary receipt will be issued representing the unredeemed depositary shares.
5
If NNN has given a notice of redemption and have set aside sufficient funds for the redemption in trust for the benefit of the holders of the depositary shares or the Series F Preferred Stock called for redemption, then from and after the redemption date:
| Ÿ | all dividends on the depositary shares designated for redemption in the notice will cease to accrue; |
|---|---|
| Ÿ | all rights of the depositary holders of the shares or preferred certificates, except the right to receive the redemption price thereof (including all accrued and unpaid dividends up to, but not including, the redemption date), will cease and terminate; |
| Ÿ | the depositary shares and preferred certificates will not thereafter be transferred (except with NNN’s consent) on the depositary’s books or NNN’s books; and |
| Ÿ | the depositary shares or Series F Preferred Stock will not be deemed to be outstanding for any purpose whatsoever. |
Notwithstanding the foregoing, unless full cumulative dividends on all outstanding shares of Series F Preferred Stock for all past dividend periods have been paid or set aside, NNN generally may not redeem any shares of Series F Preferred Stock unless NNN redeems all of the shares of Series F Preferred Stock. This requirement will not prevent NNN’s purchase or acquisition of Series F Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series F Preferred Stock. Unless full cumulative dividends on all outstanding Series F Preferred Stock have been paid or declared and a sum sufficient for the payment of the dividends has been set apart for payment for all past dividend periods, NNN will not purchase or otherwise acquire directly or indirectly any Series F Preferred Stock (except by exchange for NNN’s equity securities ranking junior to the Series F Preferred Stock as to dividend rights and liquidation preference).
Subject to applicable law, NNN may purchase Series F Preferred Stock in the open market, by tender or by private agreement. NNN is permitted to return any Series F Preferred Stock that NNN reacquires to the status of authorized but unissued shares.
Notwithstanding any other provision relating to redemption, including optional redemption or special optional redemption, of the Series F Preferred Stock, NNN may redeem any or all of the Series F Preferred Stock at any time, whether or not prior to October 11, 2021, if NNN’s Board of Directors determines that the redemption is necessary or advisable to preserve NNN’s status as a REIT.
Special Optional Redemption
Upon the occurrence of a Change of Control, NNN may, at its option, redeem the Series F Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $2,500.00 per share of Series F Preferred Stock (equivalent to $25.00 per depositary share), plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, NNN has provided or provide notice of redemption with respect to the Series F Preferred Stock (whether pursuant to NNN’s optional redemption right described above or this special optional redemption right), the holders of depositary shares representing interests in the Series F Preferred Stock will not be permitted to exercise the conversion right described below under “- Conversion” in respect of their shares called for redemption.
NNN will mail to you, if you are a record holder of the Series F Preferred Stock, a notice of redemption no fewer than 30 days nor more than 60 days before the redemption date. NNN will send the notice to your address shown on NNN’s share transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series F Preferred Stock except as to the holder to whom notice was defective. Each notice will state the following:
| Ÿ | the redemption date; |
|---|---|
| Ÿ | the redemption price; |
6
| Ÿ | the number of shares of Series F Preferred Stock and depositary shares to be redeemed; |
|---|---|
| Ÿ | the place(s) where the depositary receipts (or Series F Preferred Stock certificates, if no longer held in depositary form) are to be surrendered for payment; |
| Ÿ | that the Series F Preferred Stock is being redeemed pursuant to NNN’s special optional redemption right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; |
| Ÿ | that the holders of depositary shares representing interests in the Series F Preferred Stock to which the notice relates will not be able to tender such shares of Series F Preferred Stock for conversion in connection with the Change of Control and each share of Series F Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date; and |
| Ÿ | that dividends on the depositary shares and the Series F Preferred Stock to be redeemed will cease to accrue on the redemption date. |
If NNN redeems fewer than all of the shares of Series F Preferred Stock, the notice of redemption mailed to each holder of Series F Preferred Stock will also specify the number of shares of Series F Preferred Stock that NNN will redeem from each such holder. In this case, NNN will determine the number of shares of Series F Preferred Stock to be redeemed on a pro rata basis, by lot or by any other equitable method NNN may choose.
If NNN has given a notice of redemption and have set aside sufficient funds for the redemption in trust for the benefit of the holders of depositary shares representing interests in the Series F Preferred Stock called for redemption, then, from and after the redemption date, those shares of Series F Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series F Preferred Stock will terminate. The holders of those shares of Series F Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to but excluding the redemption date.
The holders of depositary shares representing interests in the Series F Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series F Preferred Stock on the corresponding payment date notwithstanding the redemption of the Series F Preferred Stock between such record date and the corresponding payment date or NNN’s default in the payment of the dividend due. Except as provided above, NNN will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series F Preferred Stock to be redeemed.
A “Change of Control” is when the following have occurred and are continuing:
| Ÿ | the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of NNN’s shares entitling that person to exercise more than 50% of the total voting power of all of NNN’s shares entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and |
|---|---|
| Ÿ | following the closing of any transaction referred to in the bullet point above, neither NNN nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE MKT or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ. |
7
Conversion
Upon the occurrence of a Change of Control, each holder of depositary shares representing interests in the Series F Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, NNN has provided or provide notice of NNN’s election to redeem the depositary shares or the Series F Preferred Stock as described above under “- Optional Redemption” or “- Special Optional Redemption”) to direct the depositary, on such holder’s behalf, to convert some or all of the shares of Series F Preferred Stock underlying the depositary shares held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of NNN’s common stock (or equivalent value of Alternative Conversion Consideration (as defined below)) per share of Series F Preferred Stock to be converted, or the “Common Stock Conversion Consideration,” equal to the lesser of:
| Ÿ | the quotient obtained by dividing (1) the sum of the $2,500.00 per share (or $25.00 per depositary share) liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series F Preferred Stock dividend payment and prior to the corresponding Series F Preferred Stock dividend payment date, in which case no additional amount for such accrued and then remaining unpaid dividend will be included in this sum) by (2) the Common Stock Price (such quotient, the Conversion Rate); and |
|---|---|
| Ÿ | 99.62 (equivalent to 0.9962 per depositary share) (i.e., the Share Cap), subject to certain adjustments. |
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of shares of NNN’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to NNN’s common stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of NNN’s common stock that is equivalent to the product obtained by multiplying (1) the Share Cap in effect immediately prior to such Share Split by (2) a fraction, the numerator of which is the number of shares of NNN’s common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of NNN’s common stock outstanding immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of NNN’s common stock (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right and in respect of the Series F Preferred Stock underlying the depositary shares currently outstanding will not exceed 13,747,560 shares of common stock (or equivalent Alternative Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap and is subject to increase in the event that additional shares of Series F Preferred Stock or depositary shares are issued in the future.
In the case of a Change of Control pursuant to which NNN’s common stock will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of depositary shares representing interests in the Series F Preferred Stock will receive upon conversion of such Series F Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of NNN’s common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, is referred to as the “Conversion Consideration”).
If the holders of NNN’s common stock have the opportunity to elect the form of consideration to be received in the Change of Control, the consideration that the holders of the depositary shares representing interests in the Series F Preferred Stock will receive will be the form and proportion of the aggregate consideration elected by the holders of NNN’s common stock who participate in the determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of NNN’s common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.
8
Because each depositary share represents a 1/100^th^ interest in a share of the Series F Preferred Stock, the number of shares of common stock ultimately received for each depositary share will be equal to the number of shares of common stock received upon conversion of each share of Series F Preferred Stock divided by 100. In the event that the conversion would result in the issuance of fractional shares of common stock, NNN will pay the holder of depositary shares the cash value of such fractional shares in lieu of such fractional shares.
Within 15 days following the occurrence of a Change of Control, NNN will provide to holders of the depositary shares representing interests in the Series F Preferred Stock a notice of occurrence of the Change of Control that describes the resulting Change of Control Conversion Right. This notice will state the following:
| Ÿ | the events constituting the Change of Control; |
|---|---|
| Ÿ | the date of the Change of Control; |
| Ÿ | the last date on which the holders of the depositary shares representing interests in the Series F Preferred Stock may exercise their Change of Control Conversion Right; |
| Ÿ | the method and period for calculating the Common Stock Price; |
| Ÿ | the Change of Control Conversion Date; |
| Ÿ | that if, prior to the Change of Control Conversion Date, NNN has provided or provide notice of NNN’s election to redeem all or any portion of the Series F Preferred Stock or the depositary shares, holders will not be able to convert the Series F Preferred Stock and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right; |
| Ÿ | if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series F Preferred Stock; |
| Ÿ | the name and address of the paying agent and the conversion agent; and |
| Ÿ | the procedures that the holders of the depositary shares representing interests in the Series F Preferred Stock must follow to exercise the Change of Control Conversion Right. |
NNN will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of the issuance of the press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on NNN’s website, in any event prior to the opening of business on the first business day following any date on which NNN provides the notice described above to the holders of the depositary shares representing interests in the Series F Preferred Stock.
To exercise the Change of Control Conversion Right, each holder of depositary shares representing interests in the Series F Preferred Stock will be required to deliver, on or before the close of business on the Change of Control Conversion Date, the depositary receipts or certificates, if any, evidencing the depositary shares or Series F Preferred Stock, respectively, to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the depositary, in the case of the depositary shares, or to NNN’s transfer agent, in the case of shares of the Series F Preferred Stock. The conversion notice must state:
| Ÿ | the relevant Change of Control Conversion Date; |
|---|---|
| Ÿ | the number of depositary shares or shares of Series F Preferred Stock to be converted; and |
| Ÿ | that the depositary shares or the shares of Series F Preferred Stock are to be converted pursuant to the applicable provisions of the Series F Preferred Stock. |
The “Change of Control Conversion Date” is the date that the Series F Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which NNN
9
provides the notice described above to the holders of the depositary shares representing interests in the Series F Preferred Stock.
The “Common Stock Price” will be: (1) the amount of cash consideration per share of common stock, if the consideration to be received in the Change of Control by the holders of NNN’s common stock is solely cash; and (2) the average of the closing prices for NNN’s common stock on the NYSE for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by the holders of NNN’s common stock is other than solely cash.
Holders of the depositary shares representing interests in the Series F Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to the depositary, in the case of the depositary shares, or to NNN’s transfer agent, in the case of shares of the Series F Preferred Stock, prior to the close of business on the business day prior to the Change of Control Conversion Date. The notice of withdrawal must state:
| Ÿ | the number of withdrawn depositary shares or shares of Series F Preferred Stock; |
|---|---|
| Ÿ | if certificated depositary shares or shares of Series F Preferred Stock have been issued, the receipt or certificate numbers of the withdrawn shares of Series F Preferred Stock; and |
| Ÿ | the number of depositary shares or shares of Series F Preferred Stock, if any, which remain subject to the conversion notice. |
Notwithstanding the foregoing, if the Series F Preferred Stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of The Depository Trust Company.
Shares of Series F Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless prior to the Change of Control Conversion Date NNN has provided or provide notice of NNN’s election to redeem such shares of Series F Preferred Stock, whether pursuant to NNN’s optional redemption right or NNN’s special optional redemption right. If NNN elects to redeem shares of Series F Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Series F Preferred Stock will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date $2,500.00 per share (or $25.00 per depositary share), plus any accrued and unpaid dividends thereon to, but not including, the redemption date. See “- Optional Redemption” and “- Special Optional Redemption” above.
NNN will deliver amounts owing upon conversion no later than the third business day following the Change of Control Conversion Date.
In connection with the exercise of any Change of Control Conversion Right, NNN will comply with all federal and state securities laws and stock exchange rules in connection with any conversion of Series F Preferred Stock into NNN’s common stock. Notwithstanding any other provision of the Series F Preferred Stock, no holder of Series F Preferred Stock or depositary shares will be entitled to convert such shares for NNN’s common stock to the extent that receipt of such common stock would cause such holder (or any other person) to exceed the share ownership limits contained in the NNN’s charter and the articles supplementary setting forth the terms of the Series F Preferred Stock, unless NNN provides an exemption from this limitation for such holder. See “- Ownership Limits and Restrictions on Transfer,” below.
Except as otherwise provided above, neither the Series F Preferred Stock nor the depositary shares is convertible into or exchangeable for any other securities or property.
10
Voting Rights
Except as described below, holders of depositary shares or Series F Preferred Stock generally have no voting rights. In any matter in which the Series F Preferred Stock may vote (as expressly provided in NNN’s Articles of Incorporation or the articles supplementary, or as may be required by law), each share of Series F Preferred Stock shall be entitled to one vote. As a result, each depositary share will be entitled to 1/100^th^ of a vote.
Whenever dividends on the Series F Preferred Stock are in arrears for six or more quarterly periods, whether or not declared or consecutive, the holders of depositary shares representing interests in the Series F Preferred Stock (voting separately as a class with all other Parity Preferred Stock) will be entitled to vote for the election of a total of two additional directors of the company, and the number of directors on the Board of Directors shall increase by two, at a special meeting called by the holders of record of at least 20% of the Series F Preferred Stock or the holders of any other series of Parity Preferred Stock so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of stockholders) or at the next annual meeting of stockholders, and at each subsequent annual meeting until all dividends accumulated on such shares of Series F Preferred Stock for the past dividend periods and the dividend for the then-current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment.
Any amendment, alteration, repeal or other change to any provision of NNN’s Articles of Incorporation, including the articles supplementary establishing the Series F Preferred Stock, whether by merger, consolidation or otherwise, in any manner that would materially and adversely affect the rights, preferences, powers or privileges of the Series F Preferred Stock cannot be made without the affirmative vote of holders of at least 66 ^2^⁄3% of the outstanding shares of Series F Preferred Stock and each other class or series of Parity Preferred Stock (voting together as a single class). Notwithstanding the foregoing, holders of any Parity Preferred Stock will not be entitled to vote together as a class with the holders of Series F Preferred Stock on any such amendment, alteration or repeal of any provision of NNN’s Articles of Incorporation or the articles supplementary establishing the Series F Preferred Stock unless such action affects the holders of the Series F Preferred Stock and such Parity Preferred Stock equally. In addition, the creation, issuance or increase in the authorized number of shares of any class or series of stock having a preference as to dividends or distributions, whether upon liquidation, dissolution or otherwise, that is senior to the Series F Preferred Stock requires the affirmative vote of holders of at least 66 ^2^⁄3% of the outstanding shares of Series F Preferred Stock and each other class or series of Parity Preferred Stock (voting together as a single class).
The following actions are not deemed to materially and adversely affect the rights, preferences, powers or privileges of the Series F Preferred Stock:
| Ÿ | any increase in the amount of NNN’s authorized common stock or preferred stock or the creation or issuance of equity securities of any class or series ranking, as to dividends or liquidation preference, on a parity with, or junior to, the Series F Preferred Stock; or |
|---|---|
| Ÿ | the amendment, alteration or repeal or change of any provision of NNN’s Articles of Incorporation, including the articles supplementary establishing the Series F Preferred Stock, as a result of a merger, consolidation, reorganization or other business combination, if the Series F Preferred Stock (or shares into which the Series F Preferred Stock have been converted in any successor entity to NNN) remain outstanding with the terms thereof unchanged in all material respects. |
Maturity
The Series F Preferred Stock has no stated maturity date and will not be subject to any sinking fund or mandatory redemption provisions.
Ownership Limits and Restrictions on Transfer
In order to maintain NNN’s qualification as a REIT for federal income tax purposes, ownership by any person of NNN’s outstanding equity securities (which includes the depositary shares) is restricted in NNN”s Articles of
11
Incorporation. For further information regarding restrictions on ownership and transfer of the Series F Preferred Stock, see “-Restrictions on Ownership” below.
Surrender of Depositary Shares for Shares of Series F Preferred Stock
Under certain circumstances, holders may be required to surrender depositary receipts to the depositary or to NNN. In the event of such a surrender of depositary shares, the holder will be entitled to receive the number of whole or fractional shares of Series F Preferred Stock represented by the depositary shares. Thereafter, holders of Series F Preferred Stock will not be entitled to receive depositary shares for the Series F Preferred Stock. If a holder seeks to withdraw more depositary shares representing interest in Series F Preferred Stock than are available, then the preferred stock depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares representing interest in Series F Preferred Stock.
NNN and the depositary may, at any time, agree to amend the form of depositary receipt and any provision of the deposit agreement. However, any amendment that materially and adversely alters the rights of the holders of depositary receipts representing interest in Series F Preferred Stock will not be effective unless that amendment has been approved by the existing holders of at least a majority of the depositary shares.
NNN may terminate the deposit agreement upon not less than 30 days’ prior written notice to the preferred stock depositary if:
| Ÿ | the termination is to preserve NNN’s status as a REIT; or |
|---|---|
| Ÿ | a majority of Series F Preferred Stock consents to the termination; |
whereupon the depositary will deliver or make available to each holder of depositary receipts representing interest in Series F Preferred Stock, upon surrender of the depositary receipts held by such holder, such number of whole or fractional shares of Series F Preferred Stock as are represented by the depositary shares evidenced by such depositary receipts.
In addition, the deposit agreement will automatically terminate if:
| Ÿ | all outstanding depositary shares shall have been redeemed; |
|---|---|
| Ÿ | there shall have been a final distribution in respect of the related Series F Preferred Stock in connection with NNN’s liquidation, dissolution or winding up, and such distribution shall have been distributed to the holders of the depositary receipts representing interest in Series F Preferred Stock; or |
| Ÿ | each share of Series F Preferred Stock shall have been converted into capital stock not so represented by depositary shares. |
Stock Listing
NNN has listed the depositary shares on the New York Stock Exchange under the symbol “NNNPRF.” The Series F Preferred Stock underlying the depositary shares is not currently, and will not be listed, and NNN does not expect that any trading market will develop for the Series F Preferred Stock, except as represented by the depositary shares.
Transfer Agent and Registrar
American Stock Transfer & Trust Company is the registrar, transfer agent and distributions disbursing agent for the Series F Preferred Stock.
12
RESTRICTIONS ON OWNERSHIP
For NNN to qualify as a REIT, not more than 50% in value of the Company’s outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the U.S. Internal Revenue Code of 1986 (the “Code”) to include certain entities) during the last half of a taxable year. The shares must be beneficially owned (without reference to any rules of attribution) by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year; and certain other requirements must be satisfied.
To ensure that five or fewer individuals do not own more than 50% in value of the outstanding common stock, NNN’s Articles of Incorporation provide that, subject to certain exceptions, no holder may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% in value of the outstanding capital stock. NNN’s Board of Directors may waive this ownership limit if evidence satisfactory to NNN and NNN’s tax counsel is presented that such ownership will not then or in the future jeopardize NNN’s status as a REIT. As a condition of such waiver, NNN’s Board of Directors may require opinions of counsel satisfactory to it and/or an undertaking from the applicant with respect to preserving NNN’s status as a REIT.
This ownership limit will not be automatically removed even if the REIT provisions of the Code are changed so as to no longer contain any ownership concentration limitation or if the ownership concentration limitation is increased. In addition to preserving NNN’s status as a REIT, this ownership limit may prevent any person or small group of persons from acquiring unilateral control of the Company.
If the ownership, transfer or acquisition of shares of common stock, or change in NNN’s capital structure or other event or transaction would result in:
| Ÿ | any person owning (applying certain attribution rules) capital stock in excess of the ownership limit; |
|---|---|
| Ÿ | fewer than 100 persons owning NNN’s capital stock; |
| Ÿ | NNN being “closely held” within the meaning of Section 856(h) of the Code; or |
| Ÿ | NNN otherwise failing to qualify as a REIT; |
then the ownership, transfer or acquisition, or change in capital structure or other event or transaction that would have such effect will be void as to the purported transferee or owner, and the purported transferee or owner will not have or acquire any rights to the capital stock to the extent required to avoid such a result. Capital stock owned, transferred, or proposed to be transferred, in excess of the ownership limit or which would otherwise jeopardize NNN’s status as a REIT will automatically be converted to excess stock. A holder of excess stock is not entitled to distributions, voting rights, and other benefits with respect to such shares, except for the right to payment of the purchase price for the shares (or, in the case of a devise or gift or similar event which results in the issuance of excess stock, the fair market value at the time of such devise or gift or event) and the right to certain distributions upon liquidation. Any dividend or distribution paid to a proposed transferee or holder of excess stock shall be repaid to NNN upon demand. Excess stock shall be subject to NNN’s repurchase at NNN’s election. The purchase price of any excess stock shall be equal to the lesser of:
| Ÿ | the price paid in such purported transaction (or, in the case of a devise or gift or similar event resulting in the issuance of excess stock, the fair market value at the time of such devise or gift or event); or |
|---|---|
| Ÿ | the fair market value of such common stock on the date on which NNN or NNN’s designee determines to exercise its repurchase right. |
If the foregoing transfer restrictions are determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the purported transferee of any excess stock may be deemed, at NNN’s option, to have acted as an agent on NNN’s behalf in acquiring such excess stock and to hold such excess stock on NNN’s behalf.
13
For purposes of NNN’s Articles of Incorporation, the term “person” shall mean:
| Ÿ | an individual; |
|---|---|
| Ÿ | a corporation; |
| Ÿ | a partnership; |
| Ÿ | an estate; |
| Ÿ | a trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code); |
| Ÿ | a portion of a trust permanently set aside to be used exclusively for the purposes described in Section 642(c) of the Code; |
| Ÿ | an association; |
| Ÿ | a private foundation within the meaning of Section 509(a) of the Code; |
| Ÿ | a joint stock company or other entity; or |
| Ÿ | a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. |
The term “person” shall not include an underwriter which participated in a public offering of NNN’s capital stock for a period of sixty (60) days following the purchase by such underwriter of capital stock therein, provided that the foregoing exclusions shall apply only if the ownership of such capital stock by such underwriter would not cause NNN to fail to qualify as a REIT by reason of being “closely held” within the meaning of Section 856(a) of the Code or otherwise cause NNN to fail to qualify as a REIT.
All certificates representing capital stock will bear a legend referring to the restrictions described above.
NNN’s Articles of Incorporation provide that all persons who own, directly or by virtue of the attribution provisions of the Code, more than 5.0% of the outstanding capital stock, or such lower percentage as may be required pursuant to regulations under the Code or as may be requested by NNN’s Board of Directors, must file a written notice with NNN no later than January 31 of each year with respect to the prior year containing:
| Ÿ | the name and address of such owner, |
|---|---|
| Ÿ | the number of shares of capital stock owned by such holder; and |
| Ÿ | a description of how such shares are held. |
In addition, each stockholder shall be required to disclose, upon demand, to NNN in writing, such information that NNN may request in good faith in order to determine the Company’s status as a REIT or to comply with the requirements of any taxing authority or governmental agency.
The ownership limitations described above may have the effect of precluding acquisitions of control of NNN by a third party.
14
CERTAIN PROVISIONS OF MARYLAND GENERAL CORPORATE LAW
AND
NNN’S ARTICLES OF INCORPORATION AND BYLAWS
The following summary of certain provisions of the Maryland General Corporation Law and the NNN’s Articles of Incorporation and Bylaws is not complete. Refer to the Maryland General Corporation Law and the NNN’s Articles of Incorporation and Bylaws for more complete information.
Business Combinations. The Articles of Incorporation exempt acquisitions of NNN securities by any person from the “business combination” requirements discussed below. With the approval of the Board of Directors, and of shareholders holding at least two-thirds of shares outstanding and entitled to vote on the matter, however, NNN could modify or eliminate the exemption in the future. If the exemption were eliminated, “business combinations” would be subject to the following provisions.
Under the Maryland Business Combination Act, business combinations between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
| Ÿ | any person who beneficially owns 10% or more of the voting power of NNN’s outstanding voting shares; or |
|---|---|
| Ÿ | any of NNN’s affiliates that beneficially owned, directly or indirectly, 10% or more of the voting power of NNN’s outstanding voting shares at any time within two years immediately prior to the applicable date in question. |
A person is not an interested stockholder under the statute if the Board of Directors approves in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, the Board of Directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the Board of Directors of the corporation and approved by the affirmative vote of at least:
| Ÿ | 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and |
|---|---|
| Ÿ | two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or shares held by an affiliate or associate of the interested stockholder. |
These supermajority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the MGCL, for their shares of common stock in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.
Control Share Acquisitions. The Articles of Incorporation exempt acquisitions of NNN securities by any person from “control share acquisition” requirements discussed below. With the approval of the Board of Directors, and of shareholders holding at least two-thirds of shares outstanding and entitled to vote on the matter, however, NNN could modify or eliminate the exemption in the future. If the exemption were eliminated, “control share acquisitions” would be subject to the following provisions.
15
The Maryland Control Share Acquisition Act provides that “control shares” acquired in a “control share acquisition” have no voting rights unless two-thirds of the shareholders (excluding shares owned by the acquirer and by the officers and trustees who are employees of the Maryland REIT) approve their voting rights.
“Control Shares” are shares that, if added to all other shares previously acquired, would entitle that person to exercise voting power, in electing trustees, within one of the following ranges of voting power:
| Ÿ | one-tenth or more but less than one-third; |
|---|---|
| Ÿ | one-third or more but less than a majority, or |
| Ÿ | a majority or more of all voting power. |
Control shares do not include shares the acquiring person is entitled to vote with shareholder approval. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.
A person who has made or proposes to make a control share acquisition may compel the Board of Directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, NNN may itself present the question at any stockholders’ meeting.
If this provision becomes applicable to NNN, subject to certain conditions and limitations, NNN would be able to redeem any or all control shares. If voting rights for control shares were approved at a shareholders’ meeting and the acquirer were entitled to vote a majority of the shares entitled to vote, all other shareholders could exercise appraisal rights and exchange their shares for a fair value as defined by statute.
Limitation of Liability of Directors and Officers. NNN’s Articles of Incorporation provide that, to the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer shall be liable to NNN or NNN’s stockholders for money damages. The Maryland General Corporation Law provides that NNN may restrict or limit the liability of directors or officers for money damages except:
| Ÿ | to the extent anyone actually received an improper benefit or profit in money, property or services; or |
|---|---|
| Ÿ | a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding that the person’s action was material to the cause of action adjudicated and the action or failure to act was the result of bad faith or active and deliberate dishonesty. |
Indemnification of Directors and Officers. NNN’s Articles of Incorporation and Bylaws permit the Company to indemnify any of its employees or agents and require the Company to indemnify its directors and officers to the fullest extent permitted by Maryland law. The Bylaws require NNN to indemnify each director or officer and to pay or reimburse, in advance of the final disposition of a proceeding, reasonable expenses incurred by a present or former director or officer or any person who, while a director, is or was serving at NNN’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, who is made a party to a proceeding by reason of his or her status as a director, officer, employee or agent, to the fullest extent provided by Maryland law. NNN’s Articles of Incorporation and Bylaws permit the Company to cover directors and officers under NNN’s directors’ and officers’ liability insurance.
The Maryland General Corporation Law provides that NNN may indemnify directors and officers unless:
| Ÿ | the director actually received an improper benefit or profit in money, property or services; |
|---|
16
| Ÿ | the act or omission of the director was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or |
|---|---|
| Ÿ | in a criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. |
Meetings of Stockholders. NNN’s Bylaws provide for an annual meeting of stockholders to elect individuals to the Board of Directors and transact such other business as may properly be brought before the meeting. Special meetings of stockholders may be called by the Chairman of the Board of Directors, the Chief Executive Officer or a majority of the members of the Board of Directors, and shall be called by the Secretary at the request in writing of the holders of not less than a majority of the outstanding shares of common stock entitled to vote.
NNN’s Bylaws provide that any action required or permitted to be taken at a meeting of stockholders may be taken by unanimous written consent without a meeting. The written consent must, among other items, specify the action to be taken and be signed by each stockholder entitled to vote on the matter.
Advance Notice of Director Nominations and New Business. The Bylaws provide that, with respect to an annual meeting of NNN’s stockholders, nominations of individuals for election to NNN’s Board of Directors and the proposal of business to be considered by stockholders at an annual meeting may be made only (i) pursuant to the notice of meeting, (ii) by or at the discretion of NNN’s Board of Directors or (iii) by any stockholder of record as of the date of the notice required by the Bylaws, the record date for the meeting and the meeting date and who has provided the information required pursuant to the advance notice procedures of the Bylaws. With respect to special meetings of NNN’s stockholders, only the business specified in the notice of the meeting may be brought before the meeting. Nominations of individuals for election to NNN’s Board of Directors at a special meeting of NNN’s stockholders may be made only (i) pursuant to the notice of meeting, (ii) by NNN’s Board of Directors or (iii) provided that directors or a duly authorized committee thereof will be elected at the meeting, by a stockholder of record as of the date of the notice required by the Bylaws, the record date for the meeting and the meeting date and who has provided the information required pursuant to the advance notice provisions of the Bylaws.
Vacancies on the Board of Directors. The Bylaws provide that, subject to the rights of any holders of preferred stock, any vacancy on the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by vote of a majority of the remaining directors, or, if the directors fail to act, at a meeting called for that purpose by the vote of a majority of the shares entitled to vote on the matter. Each director so elected shall serve for the unexpired term of the director he or she is replacing.
17
Exhibit
Exhibit 21
NATIONAL RETAIL PROPERTIES, INC.
SUBSIDIARIES OF THE REGISTRANT
December 31, 2019
| Subsidiary | Jurisdiction<br><br>of Formation |
|---|---|
| CCMH V, LLC | Delaware |
| CNL Commercial Mortgage Funding, Inc. | Delaware |
| Gator Pearson, LLC | Delaware |
| National Retail Properties Trust | Maryland |
| National Retail Properties, LP | Delaware |
| Net Lease Funding, Inc. | Maryland |
| Net Lease Realty I, Inc. | Maryland |
| NNN - NatGro LLC | Delaware |
| NNN Athletic I LLC | Delaware |
| NNN Brokerage Services, Inc. | Maryland |
| NNN CA Auto Svc LLC | Delaware |
| NNN GP Corp. | Delaware |
| NNN PBY LLC | Delaware |
| NNN TRS, Inc. | Maryland |
| Orange Avenue Mortgage Investments, Inc. | Delaware |
Exhibit
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-223141) of National Retail Properties, Inc.,
(2) Registration Statement (Form S-8 No. 333-64794) pertaining to the 2000 Performance Incentive Plan of National Retail Properties, Inc.,
(3) Registration Statement (Form S-8 No. 333-15625) pertaining to the 1992 Stock Option Plan of National Retail Properties, Inc.,
(4) Registration Statement (Form S-8 No. 333-144100) pertaining to the 2007 Performance Incentive Plan of National Retail Properties, Inc.,
(5) Registration Statement (Form S-3 No. 333-111180) pertaining to the Retirement Plan for CTA, and
(6) Registration Statement (Form S-3 No. 333-223181) pertaining to the Dividend Reinvestment and Stock Purchase Plan of National Retail Properties, Inc.,
(7) Registration Statement (Form S-8 No. 333-218339) pertaining to the 2017 Performance Incentive Plan of National Retail Properties, Inc.;
of our reports dated February 11, 2020, with respect to the consolidated financial statements and schedules of National Retail Properties, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of National Retail Properties, Inc. and Subsidiaries included in this Annual Report (Form 10-K) of National Retail Properties, Inc. for the year ended December 31, 2019.
/s/ Ernst & Young LLP
Certified Public Accountants
Orlando, Florida
February 11, 2020
Exhibit
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Julian E. Whitehurst, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of National Retail Properties, Inc.; | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| --- | --- | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| --- | --- | |
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| --- | --- | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| --- | --- | |
| c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| --- | --- | |
| d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |
| --- | --- | |
| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |
| --- | --- | |
| February 11, 2020 | /s/ Julian E. Whitehurst | |
| --- | --- | --- |
| Date | Name: | Julian E. Whitehurst |
| Title: | President and Chief Executive Officer |
Exhibit
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin B. Habicht, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of National Retail Properties, Inc.; | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| --- | --- | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| --- | --- | |
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| --- | --- | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| --- | --- | |
| c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| --- | --- | |
| d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |
| --- | --- | |
| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |
| --- | --- | |
| February 11, 2020 | /s/ Kevin B. Habicht | |
| --- | --- | --- |
| Date | Name: | Kevin B. Habicht |
| Title: | Chief Financial Officer |
Exhibit
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Julian E. Whitehurst, President and Chief Executive Officer, certifies, to the best of his knowledge, that (1) this Annual Report of National Retail Properties, Inc. (“NNN”) on Form 10-K for the period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of NNN as of December 31, 2019 and 2018 and its results of operations for the years ended December 31, 2019, 2018 and 2017.
| February 11, 2020 | /s/ Julian E. Whitehurst | |
|---|---|---|
| Date | Name: | Julian E. Whitehurst |
| Title: | President and Chief Executive Officer |
A signed original of this written statement required by Section 906 has been provided to NNN and will be retained by NNN and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit
Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Kevin B. Habicht, Chief Financial Officer, certifies, to the best of his knowledge, that (1) this Annual Report of National Retail Properties, Inc. (“NNN”) on Form 10-K for the period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of NNN as of December 31, 2019 and 2018 and its results of operations for the years ended December 31, 2019, 2018 and 2017.
| February 11, 2020 | /s/ Kevin B. Habicht | |
|---|---|---|
| Date | Name: | Kevin B. Habicht |
| Title: | Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to NNN and will be retained by NNN and furnished to the Securities and Exchange Commission or its staff upon request.
nysedomesticsection303aw

NYSE Domestic Section 3O3A Written Affirmation lflffr NYSE" lssuer Exchange WA Year WA Typel National Retail Properties, lnc, NYSE 2019 Annual Notice of Non-compliance: Q v"r2 ONo Part I INSTRUCTIONS: Companies listed on the New York Stock Exchange (the "Exchange" or "NYSE") must comply with the applicable corporate governðnce requirements set forth in Section 3O3A of the NYSF Listed Company Manual (the "Manual") . Please provide the information for each director currently serving, or who will be serving as of the day of listing, on the Company's board of directors and on the Company's audit committee, compensation committee or nominating/corporate governance comm¡ttee. Board Members Boarcl Ternl Boarcl rcA-5 CC D¡rector Nar¡e AC¡ CC5 NCe Financi¿l LÌterôc! Cl¿ss End incieoendcntii lncl.7 lnd s Kevin B. None 2020 No Habicht n Don DeFosset None 2020 Yes n tr SEC Audit Committee M. Fick None 2020 Yes Yes Yes David ø Financial Expert Edward J. None 2020 Yes Yes Financially Literate Fritsch n Sam L. Susser None 2020 Yes Yes Pamela K. M. SEC Audit Committee None 2020 Yes Yes Beal I Financial Expert SEC Audit Committee D. Cosler None 2020 Yes Yes Yes Steven Financial Expert Julian E, None 2020 No Whìtehurst SEC Audit Committee None 2020 Yes Yes Yes Betsy D, Holden Financlal Expert Part ll INSTRUCTIoNS: Please check only one box that best describes the Company: @ f ists common equity securities on the NYSE and does not fit any of the other categories listed below Q Qualifies as a controlled company and relies on the exemption Q ts a limited partnership Q ts in bankruptcy Q ts a business development company Q ts a smaller reporting company and relies on the compensation committee exemption Q ts a smaller reporting company that is a business development company and relies on the compensation comm¡ttee exemption Part lll u5

INSTRUCTIONS: ln response to each item below, please check the box beside the single affirmation that is most applicable to the Company. Please note that, depending on the affirmation made, an item may require the Company to provide additional information or a link to the applicable document referenced therein. Please also note that specific types of entities may avail themselves of exemptions to or transition periods for, compliance with certain of the requirements. lf the Company ìs availing itself of any of these exemptions or transition periods, it should select the corresponding affirmation for the applicable item, Item l. Director lndependence: Sections 3O3A.O1 and 3O3A.O2 of the Manual @ t hereby certify that the Compðny's board of directors is comprised of a majority of independent directors as required by Section 3O3A.01 and defined in Section 3O3A of the Manual. Q for business development companies only: I hereby certify that a majority of the Company's directors are not "interested persons" as defined in Section 2(a)(19) of the lnvestment Company Act of 194O. Q for companies relying on the trans¡tion period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the one year transition period provided for in Section 3O3A.OO of the Manual. I further hereby certify that the Company's board of directors will be comprised of a majority of independent dìrectors as required by Section 3O3A.01 as defined in Section 3O3A of the Manual by the end of the one year transition period. Q for limited partnerships, controlled companies, and companiês that are in bankruptcy only: I hereby certify that the Company ìs exempt from this requirement. Q fne Company is unable to make one of the affirmations set forth in this ltem I and is therefore non-compliant for the following reasons: Item 2. Executive Sessions, Presiding D¡rector and lnterested Party Communication: Sect¡on 3O3A.O3 of the Manual Q I frereOy certify that the Company has, or will have (in the case of an Initial Affirmation), regularly scheduled meetings of its non- management or independent directors and has also complied with all of the other relevant requirements as required by Section 303A,03 of the Manual. Q fne Company is unable to make the aforementioned affirmation in this ltem 2 and is therefore non-compliant for the following reasons: Item 3. Nominatíng,/Corporate Governance Committee: Section 3O3A.O4 of the Manual Q t frereny certify that the Company has a nomìnâting/corporate governance committee (or a comparable committee to which such duties have been delegated) that meets the requirements of Section 3O3A.O4 of the Manual, I further hereby cedify that such committee has a written charter that meets the requirements of Section 303A.04 of the Manual. For an lnitial Affirmation, I hereby certify that the nominating/corporate governance committee charter is currently available on the Company's website at the link provided in the box below or will be available on the Company's website within the applicable timeline provided under Section 3O3A,OO of the Manual. For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement that the nominating/corporate governance committee charter is available on the Company's website at the link provided in the box below. Link http://in vestors. nn n reit.com/govdocs Q for companies relying on the trans¡tion period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transrtion period provided for in Section 3O3A.OO of the Manual and that the Company will be in full compliance at the end of the transition period. lf the Company has already adopted a nominating/corporate governance committee charter the charter is available on the Company's website at (insert link). Please provide a brief description for the basis for reliance on the exemption below. Q for limited partnerships, controlled companies, ând companies that are in bankruptcy only: I hereby certify that the Company is exempt from this requirement. Q fne Company is unable to make one of the affirmations set forth in this ltem 3 and is therefore non-compliant for the following reasons: 2ls

Item 4. Compensation Comm¡ttee: Sectíon 3O3A.O5 of the Manual Q t hereby certify that the Company has a compensation committee (or a comparable committee to which such duties have been delegated) that meets the requirements of Section 3O3A.O5 of the Manual(includìng the additional independence requirements applicable to compensation committee members under Section 3O3A.02 of the Manual). I further hereby certify that such committee has a written charter that meets the requirements of Section 3O3A.05 of the Manual. For an lnitial Affirmation, I hereby certify that the compensation committee charter is currently available on the Company's website at the link provided in the box below or will be available on the Company's website within the applicable timeline provided under Section 3O3A.OO of the lVanual, For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement that the compensation committee charter is available on the Company's website at the link provided in the box below. Link http:,/investors. n n n reit.com/govdocs Q for smaller reporting compan¡es only: I hereby certify that the Company qualifies as a smaller reporting company under Rule 12b-2 of the Exchange Act and is therefore exempt from compliance with Sections 3O3A,O2(a)(ii) and 3O3A,O5(c)(iv) of the Manual, I further hereby certify that the Company has a compensation committee (or a comparable committee to which such duties have been delegated) composed entirely of independent directors and such committee has a written charter that meets the requirements of Section 3O34.05 of the Manual. For an lnitial Affirmation, I hereby certify that the compensation committee charter rs currently available on the Company's website at the link prov¡ded in the box beloW or will be available on the Company's website within the applicable timeline provided under Section 3O3A.OO of the N4anual. Foran Annual Affirmation, lherebycertifythattheCompanyhasdisclosed in itsAnnual Proxy Statement that the compensation committee charter is available on the Company's website at the link provided in the box below Q for companies relying on the transition period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the l'lanual and that the Company will be in full compliance at the end of the transition period. lf the Company has already adopted a compensation comm¡ttee charter, the charter is available on the Company's website at (insert link). Please provide a brief description for the basis for reliance on the exemption below. Q for companies relying on the compensation committee cure per¡od provided in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the l'4anual because a member of the compensation comm¡ttee ceases to be ¡ndependent for reasons outside the member's reasonable control. Please provide a brief description for the basis for reliance and the names of any such committee member relying on the cure below. Q for limited partnerships, controlled companies, änd companies that are ¡n bankruptcy only: I hereby certify that the Company is exempt from this requirement. Q f ne Company is unable to make one of the affirmations set forth in this ltem 4 and is therefore non-compliant for the following reasons: 3t5

Item 5. Audit Comm¡ttêe: Sect¡on 3O3A.O7 of the Manual Q t frerebV certify that (i) the Company has an audit comm¡ttee that meets the requirements of Section 3O3A.07 of the Manual and that the composition of such audit comm¡ttee complies with (or is exempt therefrom) the independence requirements of Rule 1OA-3(b)(1) of the Exchange Act and (ii) such âudit committee has a written charter that meets the requirements of Section 3O3A.07 of the Manual. For an lnitial Affirmation, I hereby certify that the audit committee charter is currently available on the Company's website at the link provided in the box below or will be available on the Company's website within the applicable timeline provided under Section 3O3A.OO of the Manual, For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement or Form 1O-K, as applicable, that the audìt committee charter is available on the Company's website at the lìnk provided in the box below. Link http://i n vestors. n n n rei t. com/govdocs Q for busíness development companies only: I hereby certify that (i) the Company has an audit committee that meets the requirements of Section 3O3A.07 of the lvlanual (subject to the applicable exemptions set forth in Section 3O3A.OO of the Manual) and that the composition of such audit committee compl¡es with (or ls exempt from) the independence requirements of Rule 1OA-3(b)(1) of the Exchange Act and (ii) such audit committee has a written charter that meets the requirements of Section 3O3A.07 of the Manual. For an lnitial Affirmation, I hereby certify that the audit committee charter is currently available on the Company's website at the link provided in the box beloW or will be available on the Company's website within the applicable timeline provided under Section 3O3A,OO of the Manual. For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement that the audit committee charter is available on the Company's website at the link provided in the box below. Q for companies relying on the transition period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and ìs relying, on the transition period provided for in Section 3O3A.OO of the Manual and that the Company will be in full compliance by the end of the transition period. lf the Company has already adopted an audit committee charter: the charter is available on the Company's website at (insert lrnk). Please provide a brief description for the basis for reliance on the exemptìon below. Q fne Company is unable to make one of the affirmations set forth in this ltem 5 and is therefore non-compliant for the following reasons: Item 6. Audit Committee Exemption: Section 303A.06 of the Manual for Rule IOA'3 of the Exchange Act Q t hereby certify that the Company is relyìng on an individual or company exemption under Rule lOA-3 in ltem 5, above. Please state below which Rule 1OA-3 exemption(s) the Company or any individual member is relying on and briefly describe the basis for such exemption below. Item 7. lnternal Audit Funct¡on: Sect¡on 3O3A.O7(c) of the Manual @ t hereby certify that the Company maintains an internal audit function that complies with Sectìon 3O3A.O7(C) of the Manual. Q for companies relying on the tränsition period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the Manuâl and that the Company will be in full compliance by the end of the transition period. Q f ne Company is unable to make one of the affirmations set forth in this ltem 7 and is therefore non-compliant for the following reasons: Item 8. Corporate Governance Guidelines: Section 3O3A.O9 of the Mânual o I hereby certify that the Company has adopted corporôte governance guidelines that comply with Section 3O3A.O9 of the Manual. For an lnitial Affirmation, I hereby certify that the corporate governance guidelines are currently available on the Company's website at the link provided in the box beloW or will be available on the Company's website within the applicable timeline provided under Section 303A.OO of the Manual. For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement or Form 1O-K, as applicable, that the corporate governance guidelines are available on the Company's website at the link provided in the box below Link http://investors, n n n reit.com/govdocs Q for companies relying on the trans¡tion period provided for in Section 3O3A.OO of the Manuãl only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the lVanual and that the Company will be in full compliance by the end of the transition period. Q f ne Company is unable to make one of the affirmations set forth in this ltem B and is therefore non-compliant for the following reasons: 415

¡tem 9. Code of Business Conduct and Ethics: Section 3O3A.1O of the Manual Manual' o I hereby certify that the Company has adopted a code of business conduct and ethics that complies with Section 3O3A.1O of the For an Initial Affirmation, I hereby certify that the code of business conduct and ethícs is currently available on the Company's website at the link provided in the box below or will be available on the Company's website within the applicable timeline provided under Section gO3A.OO of the Manual. For an Annual Affirmatìon, I hereby certify that the Company has disclosed in its Annual Proxy Statement or Form 1O-K, as applicable, that the code of business conduct and ethics is available on the Company's website at the link provided in the box below. Link http://i n vestors. n n n rei t. com/govdocs o For companies relying on the transition period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the Manual and that the Company will be in full compliance by the end of the transition period, o The Company is unable to make one of the affirmations set forth in this ltem 9 and is therefore non-compliant for the following reasons: Item 10. Other Non-Compliance: Section 3O3A of the Manual Q apart from any non-compliance specìfic to the preceding sections, the Company is non-compliant with Section 303A of the Manual for the fol lowin g reason(s): ¡tem 11. Other General Comments Comments NySE Domestic Company Annual CEO Certification : As the Chief Execut¡ve Officer and as requ¡red by Section 3O5A'12(a) of the New York Stock Exchange Listed Company Manual governance Q t herebV certify that as of the date hereof I am not aware of any violation by the Company of NYSE's corporate listing standards. Q t frereby certify that as of the date hereof the Company is non-compliant with the NYSE's corporate governance listlng standards. CEO Signature CEO Title Certification Date Julian E. Whitehurst Chief Executive Officer and President 2019-0516 - B:53 AM l, Companies that are submitting an lnitìalAffirmat¡on must be compl¡ant in all areas, subject to applicable trans¡tion periods 2, lf this document is serving as a non-compliance notificat¡on to the Exchange it must be executed by the Company's CEO, 3. NYSE Section 3O3A.O2 lndependent 4. Serves on the Audit Committee 5. Serves on the Compensation Committee 6. Serves on the Nominating/Corporate Governance Committee 7. Independent for purposes of Rule 1OA-3 of the Securit¡es Exchange Act of 1934 ("Rule'lOA-3") 8. Section 3O3A.O2(aXii) lndependent Authorized Company Officer S¡gnature I am an authorized officer at the Company and have the legal authority to provide the information and make the affirmations contained herein. I hereby certify that all information contained herein is true and correct to the best of my knowledge as of the date hereof. Ch ristopher P Tessitore Executìve Vice President and Secretary 2019-05-16 - B:53 AVI By (nâme) T¡tle Submitted Date sl5